Home Capital Settles With OSC Over Fraudulent MortgagesBy and
Canadian mortgage lender also settles class action claims
Home Capital and executives to pay more than C$30 million
Home Capital Group Inc. and three former executives agreed to pay more than C$30 million ($23 million) to reach settlements with regulators and investors over allegations the Canadian lender misled shareholders about mortgage fraud. The stock posted its biggest gain in five weeks.
Home Capital and the executives will pay C$12 million and cover C$500,000 in costs to the Ontario Securities Commission, the Toronto-based lender said in a statement after market hours Wednesday. The firm is also making a C$29.5 million payment to settle a class-action lawsuit filed after the shares plunged, which includes C$11 million paid in the proposed OSC deal, according to the statement. Home Capital expects to fund almost all of this through available liability insurance.
As part of the settlement, founder and former Chief Executive Officer Gerald Soloway is barred from acting as a company director for four years and will pay a penalty of C$1 million. Former executives Martin Reid and Robert Morton will pay C$500,000 each to the commission and are barred from being directors for two years.
“These settlements will enable us to move forward with regaining the confidence of our depositors and shareholders and creating value for all our stakeholders," said Chair Brenda Eprile. “Home Capital will accept full responsibility for failing to meet its disclosure obligations to the marketplace and appreciates the importance of the serious concerns raised by the commission with respect to continuous and timely disclosure.”
The settlements remove a legal cloud that has hung over the embattled company for almost two months. Home Capital shares plunged in April after the OSC alleged the company misled investors over the extent of fraudulent mortgage applications brought in by outside brokers. The lender since then has been in a fight for its life as clients pulled cash from savings accounts, brokers cut ties, and analysts issued a series of downgrades and revised profit forecasts.
Home Capital surged as much as 19 percent in Toronto on Thursday, its biggest intraday gain since May 11. The stock has almost tripled from its lows last month, though is still down 56 percent this year.
The OSC, which issued a separate statement about 30 minutes after Home Capital, scheduled a hearing to approve the settlement on Aug. 9 in Toronto. Staff received approval to make the terms of the proposed settlement public before the hearing to prevent speculation in the market, according to OSC spokeswoman Kristen Rose. Allegations from the regulator in April included that Home Capital and its executives had failed to satisfy disclosure requirements, made “materially misleading statements” and failed to comply with other securities rules.
“This settlement has been carefully calibrated by both the company and the regulator to avoid criticism,” Alistair Crawley, a securities litigator and partner at Crawley MacKewn Brush, said by phone from Toronto. He is not involved. “The numbers and the bans are such that no one could reasonably say that it’s not an appropriate settlement.”
Home Capital’s settlements are in line with similar cases in the past, Crawley said. The settlement on its failure to disclosure material information is similar to those paid in the Coventree Inc. and Biovail Corp. cases, and the settlement for the class-action lawsuit is similar to what was paid by Sino-Forest Corp., Crawley said.
He added that the commission will probably approve the settlement and there’s no reason to think a judge won’t approve the class-action settlement.
RBC Capital Markets analyst Geoffrey Kwan on Thursday upgraded Home Capital to sector perform from underperform and raised the target price to C$14 from C$8. The target is 18 percent above the consensus average of C$11.89.
“This removes a huge stumbling block to the company," said David Taylor, chief investment officer of Taylor Asset Management, who holds about 4 million Home Capital shares. “Banks wanted to see this go away. There were too many unknowns."
Taylor said he’s expecting the lender will receive a credit line to replace a punitive C$2 billion loan from Healthcare of Ontario Pension Plan.
The alternative mortgage lender, which primarily lends to borrowers turned away from the traditional banks, is in talks with banks for a loan to replace the credit line from HOOPP. Royal Bank of Canada and Credit Suisse Group AG are among the firms interested in lending, according to people familiar with the discussions who declined to be identified describing confidential information.
Home Capital reiterated it is "pursuing additional financing and strategic options" while declining to comment further in a statement on Thursday. The regulator declined further comment.
“This is one step forward in the right direction, but the company still has a lot of issues to address, including their long-term strategy," Marc Charbin, an analyst at Laurentian Bank Securities Inc., said by phone. They need to see inflows into guaranteed investment certificate deposits and appoint a permanent CEO, he said.