Confirmed: Bank of America Acquires Countrywide

Bank of America confirmed rumors of its acquisition of troubled Countrywide Financial Corporation, saying it would purchase the nation’s largest mortgage lender in an all-stock transaction worth approximately $4 billion.

Under the terms of the deal, shareholders of Countrywide would receive .1822 of a share of Bank of America stock in exchange for each share of Countrywide — essentially valuing Countrywide at roughly $7 per share. One year ago, Countrywide was trading at $45 per share.

“Countrywide presents a rare opportunity for Bank of America to add what we believe is the best domestic mortgage platform at an attractive price and to affirm our position as the nation’s premier lender to consumers,” Bank of America Chairman and Chief Executive Officer Kenneth D. Lewis said. “Countrywide customers will gain access to a broad set of consumer products including credit cards and deposit services. Home ownership is a fundamental pillar of the U.S. economy and over time it will be a key area of growth for Bank of America.”

Bank of America said the combined company will not originate subprime loans, an important insight into BofA’s plans for the future of the Countrywide franchise.

The purchase is expected to close in the third quarter and to be neutral to Bank of America earnings per share in 2008 and accretive in 2009, excluding merger and restructuring costs.

Neither BofA nor Countrywide provide comment on whether the merger would lead to additional layoffs at the combined company.

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The WSJ’s Heard on the Street notes that the deal is a risky one, because Bank of America has now essentially gone “all in” on a bullish bet that the mortgage and housing debacle won’t drag BofA into the morass that it so far has mostly been able to avoid. The WSJ story also notes that investor reaction to the purchase, so far, has been decidedly mixed.

Another WSJ story notes that the deal will bring with it a bevy of legal liability, as Countrywide has been zeroed in by consumer groups clamoring for class actions against its lending practices. Some legal experts say BofA’s deep pockets may actually make plaintiffs more aggressive in pursuing damages.

The New York Times pondered aloud if the deal will end up being the second act in catching a falling knife, and notes that more than a few recent transactions have proven that many on Wall Street have been early in trying to time the bottom of the mortgage mess.