Moving to double its lending capability, GreenPoint Financial Corp. said it will buy Headlands Mortgage Co. of Larkspur, Calif., for $473 million.
Headlands is a specialist in "alt-A" loans, made to borrowers who do not quite meet the guidelines set by Freddie Mac and Fannie Mae, the government-sponsored enterprises that buy the bulk of mortgage loans.
The announcement was GreenPoint's second this year of a major deal in nonconventional lending. In April it agreed to buy BankAmerica's manufactured-housing loan business. That deal, which closed Sept. 30, made the New York-based thrift No. 2 in the business.
The latest deal would continue GreenPoint's transformation from a one- product specialist that generated $2.8 billion in loans in 1997 to a multifaceted nationwide organization. GreenPoint, the BankAmerica operation, and Headlands lent almost $10 billion last year. Headlands alone has originated more than $6.8 billion in loans so far this year.
Headlands is "very complementary" to GreenPoint's existing business, the thrift's chairman, Thomas S. Johnson, said Wednesday. He noted that both target borrowers who do not fit conventional standards, but that GreenPoint's sales force is concentrated in the East, while Headlands is strongest in the West.
GreenPoint agreed to pay a 35% premium to Headlands' market value. The thrift said premiums in recent deals such as National Australia Bank's for Homeside Lending have been similar. Analysts said the premium for Headlands was reasonable.
Headlands stock rose $4.tk to tk. GreenPoint shares fell tk to tk.
GreenPoint is "one company that has always had a clear strategic vision," said Don J. Kauth, a bank analyst with BT Alex. Brown. "They're traditional thrifts on the liability side but have always done the no- documentation loans that command a premium."
Banks' have had mixed results with nonconventional mortgage lending, and some, like BankAmerica and Fleet Financial Corp., have left the business in recent years.
GreenPoint's involvement in the market is "historically an accident," said Mr. Johnson.
He said thrift has slowly evolved into a specialist in no-documentation loans, which do not require credit checks or income verification. Now it is so successful in the business that it is trademarking the term "no-doc," Mr. Johnson said.
In the past four years GreenPoint has made six acquisitions to beef up its nonconventional lending operations.
"I've always believed that the best way to do corporate strategy is to find out what you're already good at and expand on it," Mr. Johnson said. "I don't believe in diversity just for its own sake."
Other banks and thrifts have stumbled, but Mr. Johnson said GreenPoint made nonconventional lending profitable by being "very careful."
GreenPoint's head of risk management, S.A. Abraham, used to run Chemical Mortgage, Mr. Johnson noted, "and they were larger than we are now."
Headlands chief executive Peter T. Paul will join GreenPoint as vice chairman and will continue to run the business. Several key senior executives have also agreed to stay on, GreenPoint said.
Several specialized lenders have put themselves on the block in the past year as liquidity for these companies dried up. This was not the case with Headlands, Mr. Johnson said, adding that GreenPoint has been in discussions with Headlands since April.
Headlands, which went public in February at $12 a share, "could have continued to operate very successfully as an independent company," Mr. Johnson said, but saw value in a partner like GreenPoint.
GreenPoint will sell off loans that Headlands originates on a wholesale basis or as securities, rather than keeping them on its books, Mr. Johnson said.
And the thrift continues to look for acquisitions, Mr. Johnson said. "When there are other opportunities to do housing related specialty finance acquisitions, or consumer banking acquisitions primarily in the New York market, we'll do them."
