0000902664-25-002534.txt : 20250523 0000902664-25-002534.hdr.sgml : 20250523 20250523171214 ACCESSION NUMBER: 0000902664-25-002534 CONFORMED SUBMISSION TYPE: SCHEDULE 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20250523 DATE AS OF CHANGE: 20250523 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Guild Holdings Co CENTRAL INDEX KEY: 0001821160 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] ORGANIZATION NAME: 02 Finance EIN: 852453154 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-91864 FILM NUMBER: 25983355 BUSINESS ADDRESS: STREET 1: 5887 COPLEY DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92111 BUSINESS PHONE: 8585606330 MAIL ADDRESS: STREET 1: 5887 COPLEY DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bayview Asset Management, LLC CENTRAL INDEX KEY: 0001767366 ORGANIZATION NAME: EIN: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D BUSINESS ADDRESS: STREET 1: 4425 PONCE DE LEON BLVD. CITY: CORAL GABLES STATE: FL ZIP: 33146 BUSINESS PHONE: (305) 854-8880 MAIL ADDRESS: STREET 1: 4425 PONCE DE LEON BLVD. CITY: CORAL GABLES STATE: FL ZIP: 33146 SCHEDULE 13D 1 primary_doc.xml SCHEDULE 13D 0001767366 XXXXXXXX LIVE Class A Common Stock, par value $0.01 per share 05/20/2025 true 0001821160 40172N107 Guild Holdings Co
5887 COPLEY DRIVE SAN DIEGO CA 92111
Carlos Portugal 305-854-8880 Bayview Asset Management, LLC 4425 Ponce de Leon Blvd. Coral Gables FL 33146 Adriana Schwartz, Esq. 212-756-2000 Schulte Roth & Zabel LLP 919 Third Avenue New York NY 10022 0001876141 N Bayview MSR Opportunity Master Fund, L.P. b WC N E9 0.00 1457647.00 0.00 1457647.00 1457647.00 N 6.7 PN 0001767366 N Bayview Asset Management, LLC b AF N DE 0.00 1595844.00 0.00 1595844.00 1595844.00 N 7.3 IA OO Class A Common Stock, par value $0.01 per share Guild Holdings Co 5887 COPLEY DRIVE SAN DIEGO CA 92111 The Reporting Persons (as defined below) previously reported beneficial ownership of shares of Class A common stock, par value $0.01 per share ("Class A Common Stock" together with the Class B common stock, the "Common Stock") of Guild Holdings Company, a Delaware corporation (the "Issuer" or the "Company") on a Schedule 13G filed with the Securities and Exchange Commission ("SEC") on January 22, 2024 pursuant to Rule 13d-1(c) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). For the reasons described herein, the Reporting Persons are now reporting their beneficial ownership of Class A Common Stock on this Schedule 13D (the "Schedule 13D"). This statement is filed by Bayview MSR Opportunity Master Fund, L.P. and Bayview Asset Management, LLC (together, the "Reporting Persons") with respect to the shares of Class A Common Stock of the Company. The reported securities are held in the account of Bayview MSR Opportunity Master Fund, L.P. and Ivalo Fund, L.P. (the "Investment Vehicles"). Bayview Asset Management, LLC may be deemed to beneficially own the securities held by the Investment Vehicles by virtue of Bayview Fund Management LLC's, a wholly owned subsidiary of Bayview Asset Management, LLC, position as investment manager of each of the Investment Vehicles. None of the foregoing should be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein. Certain information concerning the identity and background of each of the officers and directors of Bayview Asset Management, LLC and the general partner of Bayview MSR Opportunity Master Fund, L.P.is set forth in Schedule A attached hereto, which is incorporated herein by reference in response to this Item 2. Address of principal business office: Bayview MSR Opportunity Master Fund, L.P. c/o Bayview Asset Management, LLC 4425 Ponce de Leon Blvd. Coral Gables, FL 33146 Bayview Asset Management, LLC 4425 Ponce de Leon Blvd. Coral Gables, FL 33146 See Items 2(a) and (b). During the past five years, neither of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any of the other persons set forth on Schedule A attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the past five years, neither of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any of the other persons set forth on Schedule A attached hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws. Bayview MSR Opportunity Master Fund, L.P. - Cayman Islands Bayview Asset Management, LLC - Delaware The Investment Vehicles acquired the securities reported herein at a cost of approximately $23,119,017. The source of funds used to acquire such position was funds from capital contributions of the partners of the Investment Vehicles. The Reporting Persons acquired the securities reported herein for investment purposes, subject to the following: The Reporting Persons intend to review their investment in the Issuer on an ongoing basis and, in the course of their review, may take actions (including through their affiliates) with respect to their investment or the Issuer, including communicating with the board of directors of the Issuer (the "Board"), members of management or other security-holders of the Issuer, or other third parties from time to time, taking steps to implement a course of action, including, without limitation, engaging advisors, including legal, financial, regulatory, technical and/or industry advisors, to assist in any review, and evaluating strategic alternatives as they may become available. Such discussions and other actions may relate to various alternative courses of action, including, without limitation, those related to an extraordinary corporate transaction (including, but not limited to a merger, asset purchases or other business combinations involving the Issuer or any of its subsidiaries; de-listing or de-registration of the Issuer's securities; acquiring Issuer securities from other shareholders; or any other action described in subparagraphs (a) through (j) of Item 4 of Schedule 13D). Such discussions and actions may be preliminary and exploratory in nature, and not rise to the level of a plan or proposal. The Reporting Persons or their affiliates may also seek to acquire securities of the Issuer, including Common Stock (and any combination or derivative thereof) and/or sell or otherwise dispose of some or all of such Issuer securities or other securities from time to time, in each case, in open market or private transactions, block sales or otherwise. Any transaction that any of the Reporting Persons or their affiliates may pursue may be made at any time and from time to time without prior notice and will depend on a variety of factors, including, without limitation, the price and availability of the Issuer's securities, subsequent developments affecting the Issuer, the Issuer's business and the Issuer's prospects, other investment and business opportunities available to such Reporting Persons, general industry and economic conditions, the securities markets in general, tax considerations and other factors deemed relevant by such Reporting Persons. On May 20, 2025, the Reporting Persons communicated to the Issuer an interest in engaging in friendly preliminary discussions regarding a broader commercial relationship and potential corporate transaction (which may include a significant minority investment, a merger resulting in the acquisition of all of the Common Stock of the Issuer, asset purchases or other business combinations) involving an affiliate of the Reporting Persons and the Issuer. The Reporting Persons have begun to engage in friendly preliminary discussions with the Issuer but may decide not to pursue any such transaction (or any other transaction involving the Issuer). The Reporting Persons may also seek to communicate with shareholders and other third parties about such matters. The Reporting Persons may exchange information with any such persons or the Issuer pursuant to appropriate confidentiality or similar agreements which may contain customary standstill provisions. The Reporting Persons reserve the right to terminate discussions at any time for any reason. Any determination by the Reporting Persons to proceed with a transaction would be subject to agreement by the parties on the terms of a transaction, undertaking and completing due diligence, negotiation of definitive agreements with the Issuer on terms mutually acceptable to the Reporting Persons and the Issuer, and requisite internal approvals at the Reporting Persons and by the Board. The Reporting Persons can provide no assurances that any proposed terms will be acceptable to the Issuer or that any such transaction will be successfully consummated. Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although the Reporting Persons, at any time and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence management or the Board of the Issuer with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer or other persons. The information set forth in the cover pages and Item 2 of this Schedule 13D are hereby incorporated by reference into this Item 5. The aggregate number and percentage of shares of Class A Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference. Collectively, the Reporting Persons beneficially own an aggregate of 1,595,844 representing 7.3% of the outstanding shares of Class A Common Stock. The percentages of beneficial ownership set forth in this Schedule 13D are based upon 21,877,157 shares of Class A Common Stock outstanding as of May 1, 2025, as disclosed in the Company's Form 10-Q, filed by the Company with the Securities and Exchange Commission on May 8, 2025. See Item 5(a) above. No transactions in the Class A Common Stock have been effected by either of the Reporting Persons or, to the best knowledge of the Reporting Persons, any other person named in Schedule A, during the past sixty (60) days. See Item 2(a) above. Not applicable. Except as set forth herein, the Reporting Persons have no contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of the Company, including any class of the Company's securities used as a reference security, in connection with any of the following: call options, put options, security-based swaps or any other derivative securities, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Exhibit 99.1: Joint Filing Agreement, dated May 23, 2025. Bayview MSR Opportunity Master Fund, L.P. /s/ Carlos M. Portugal By: Bayview Capital GP MSR, LLC, its General Partner, By: Carlos M. Portugal, Senior Vice President 05/23/2025 Bayview Asset Management, LLC /s/ Carlos M. Portugal Carlos M. Portugal, Senior Vice President 05/23/2025 EX-99 2 p25-1233exhibit99.htm SCHEDULE A

SCHEDULE A

 

 

BAYVIEW MSR OPPORTUNITY MASTER FUND, L.P.

 

Bayview Capital GP MSR, LLC is the general partner of Bayview MSR Opportunity Master Fund, L.P. Bayview Asset Management, LLC is the sole member of Bayview Capital GP MSR, LLC.

 

BAYVIEW ASSET MANAGEMENT, LLC

 

The following sets forth the name and principal occupation of each of the officers and directors of Bayview Asset Management, LLC, each of whom is a citizen of the United States.

 

Name Principal Occupation Principal Business Address
David Ertel Chief Executive Officer, Director

4425 Ponce de Leon Blvd.

Coral Gables, FL 33146

Brian Bomstein Chief Legal Officer, Director

4425 Ponce de Leon Blvd.

Coral Gables, FL 33146

Richard O’Brien Co-Chief Operations Officer, Director

4425 Ponce de Leon Blvd.

Coral Gables, FL 33146

Brett Evenson Managing Director

4425 Ponce de Leon Blvd.

Coral Gables, FL 33146

Matthew Miller Managing Director

4425 Ponce de Leon Blvd.

Coral Gables, FL 33146

Carlos Portugal Chief Compliance Officer

4425 Ponce de Leon Blvd.

Coral Gables, FL 33146

Gregory Geiling Co-Chief Operations Officer

4425 Ponce de Leon Blvd.

Coral Gables, FL 33146

Michael Magee Chief Financial Officer

4425 Ponce de Leon Blvd.

Coral Gables, FL 33146

 

Except as set forth in this Schedule 13D, to the best knowledge of the Reporting Persons, none of the individuals listed above beneficially owns any shares of Class A Common Stock.

 EX-99.1 3 p25-1293exhibit99_1.htm JOINT FILING AGREEMENT, DATED MAY 23, 2025

EXHIBIT 99.1

JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned with respect to the shares of Class A common stock, par value $0.01 per share, of Guild Holdings Company, a Delaware corporation, and that all subsequent amendments to such statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but none of them shall be responsible for the completeness and accuracy of the information concerning the others except to the extent that he or it knows that such information is inaccurate.

DATED: May 23, 2025

 

BAYVIEW MSR OPPORTUNITY MASTER FUND, L.P.  
By: Bayview Capital GP MSR, LLC, its General Partner  
   
   
By: /s/ Carlos M. Portugal  
Name: Carlos M. Portugal  
Title: Senior Vice President  
   
   
BAYVIEW ASSET MANAGEMENT, LLC  
   
   
By: /s/ Carlos M. Portugal  
Name: Carlos M. Portugal  
Title: Senior Vice President