Looks like the real reason for Accredited's bludgeoning in after-hours trading wasn't just the company's regulatory filing forecasting huge net losses for the second quarter of 2007. It was the fact that Lone Star -- slated to purchase Accredited for $400 million -- filed a statement with the SEC late Friday disclosing that it no longer intends to complete a purchase of the troubled subprime lender. Lone Star's filing with regulators said that Accredited would fail to satisfy agreed-upon conditions of closing the deal. Not suprisingly, Accredited is fighting back as if the company's life depended upon it. From a press release issued tonight:
Accredited noted that the Agreement and Plan of Merger with Lone Star expressly provides that changes generally affecting the non-prime industry in which the Company operates which have not disproportionately affected the Company do not provide a basis for Lone Star to not honor its obligations. Accredited said that it intends to hold Lone Star to its obligations, and to hold it fully responsible for any damages caused by its failure to satisfy those obligations.
Accredited had said earlier today that it had obtained all required regulatory approvals pursuant to the terms of the proposed acquisition. Numerous industry sources have shared their opinion with me on this, and one thing is amply clear: more than one person would question Accredited's future should this deal fall through. Although given the current market dynamics, such speculation feels to me like par for the course across the entire subprime industry more than anything else. Update: Paul Muolo's weekly "What We're Hearing" column has some prescient insight here:
It's called the "material adverse change" clause and it's standard language in most purchase contracts for mortgage banking firms. The meltdown in the subprime and alt-A markets has -- obviously -- changed the value of mortgage firms that are slated to be sold in the next few months. In other words, firms that agreed to sell a few months ago are no longer worth the negotiated price. But what are they now worth? Good question. Stay tuned...
No doubt Muolo's planning on following that tidbit up with a suggestion that you subscribe to get the full story in Monday's NMN print edition ...