In a move that could put it on a level playing field with its competitors - regardless of whether it ends up selling to a bank - Countrywide Credit Industries Inc. said Wednesday that it is entering the depository business.
The last big independent home lender said that Effinity Financial Corp., a company in which it holds a majority stake, asked the Office of the Comptroller of the Currency to approve its planned acquisition of Treasury Bank, a $111 million-asset commercial bank in Washington.
The Calabasas, Calif., company also said it had applied to the Federal Reserve Board to become a financial services holding company, a structure created by the Gramm-Leach-Bliley Act of 1999 to house banking, insurance, and securities.
For months Countrywide has been rumored to be for sale, and experts have said merging into a bank or conglomerate would make sense because it would eliminate the lender's one disadvantage in competing with banks and thrifts: restricted leverage. The rating agencies permit banks and thrifts to use more debt relative to equity to finance their servicing rights, which gives them a greater return on that asset than Countrywide can get.
The Treasury Bank acquisition would be another way to address that problem, analysts said, though it would take a lot longer because Countrywide would have to build up its relatively small deposit base. However, analysts also said the news does not necessarily dash hopes of a sale.
In a statement that did not mention the leverage issue, Countrywide chairman Angelo R. Mozilo said: "While maintaining a home-centric focus, this new initiative will help increase our customer retention and expand our array of products and services. It is the next logical step in our evolution into becoming a one-stop financial services company."
Clarence G. Simmons 3d, president and chief operating officer of Countrywide Financial Holding Co., said in an interview Wednesday: "Our competition is largely banking organizations, and we feel acquiring a bank would help us with our financing, our flexibility, our liquidity, the leverage of our servicing, and lower cost of funds. We have 2.7 million customers, and they asked us to provide banking services. We're hopeful they'll receive it warmly."
Some analysts, such as Gary Gordon at PaineWebber, said they are skeptical about the company's chances to succeed as a one-stop shop.
"They have a high-quality customer base, because they're largely a conforming lender," Mr. Gordon said. "It's been proven many times that that customer is hard to cross-sell, because that customer has wide access to all sorts of companies offering those services. They're getting cross-sold by their credit card company, their insurer, they're direct-marketed by all sorts of people. It's a limited opportunity."
Some investors apparently interpreted the news to mean that a sale was off, and dumped Countrywide stock, which has been riding recent weeks on takeover speculation. After falling as much as 5% Wednesday morning, the stock recovered somewhat and was trading at $36.875 an hour before the market closed, off 3% from Tuesday's close.
Several sources, however, said that the regulatory applications should not be interpreted to mean that Countrywide has ceased efforts toward a merger or acquisition, but rather as a sign that the company is pushing forward with its business strategy regardless of any back room negotiations.
"All talk about merger and acquisition aside, they still have to go about their business," said Richard A. Eckert, an analyst with Sutro & Co. "What's going on behind closed doors, in terms of a sale or partial sale of the company, can't affect what you do operationally on a day-to-day basis."
Tom McIntyre, president and chief executive of Dessauer & McIntyre Asset Management, agreed. "I view this as nothing more than an implementation of their plans to further diversify and to get access to depository capital," he said.
"There are lots of reasons for wanting to sell your company," said Jonathan E. Gray, an analyst at Sanford Bernstein.
Mr. Mozilo "has been running the company and working hard for 30 years," Mr. Gray said. "If you can sell something for a good price, working for a living can be highly overrated."
If Countrywide were to use its depository to address the leverage disadvantage, PaineWebber's Mr. Gordon said, it "would have to be a long-term thing. They would have to build up a large deposit base to turn themselves into a bank."
Mr. Gordon noted that regulations limit how large banks' servicing assets can be as a percentage of their capital, and Countrywide has a huge servicing portfolio. At last count it serviced $267 billion of mortgages.
Mr. Eckert said Countrywide's effort to become a diversified financial services company is insignificant in the face of a possible sale. After frustrating investors with 18 months of lackluster performance, the stock has been rising since May. The sacrifices required to follow the road where the Federal Reserve application leads may exact a heavy toll on shareholders, Mr. Eckert said.
Countrywide has not acknowledged that it is for sale. Company officials Wednesday declined comment on the matter.
If Countrywide made it clear that it does not intend to sell, Mr. Eckert said, the takeover premium built into its stock right now would disappear and the stock would revert to book value, roughly.
"While this diversified financial services strategy is a laudable one - and one that they're probably capable of carrying out - it would take years for them to bring this to fruition," he said. "In that interim, shareholders could be investing in other companies with much greater near-term potential."
Mr. McIntyre, however, said that whatever happens, he believes the stock is not at risk and that it should maintain its current levels without a takeover looming.
"They haven't decided to sell at any price, they've decided to sell at a price that reflects the value they've created," he said. "And if they can't get that price right now, then they absolutely should be continuing to take steps like this to grow the value of the company."
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