Bay View Merger Spawns Deal


As a result of last week's merger agreement between financial services holding company Bay View Capital Corp. and Franchise Mortgage Acceptance Co. (FMAC), company officials report that they are exploring a late 1999 or early 2000 whole-loan sale or securitization of approximately $400 million to $500 million in franchise and branded retail loans.

The two companies announced last week that they have agreed to amend the terms of their definitive merger agreement.

In accordance with the amended terms, each FMAC shareholder will have the option to elect either $9.80 in cash or .5444 shares of Bay View's common stock.

In total, the elections for cash are limited to 15% of the shares of FMAC common stock outstanding immediately prior to closing and the elections for Bay View common stock are limited to 85% of the shares of FMAC common stock outstanding immediately prior to closing.

"We are very pleased that our companies could come together and agree upon these revised terms, which we believe are in the best interests of all of our shareholders," said Edward H. Sondker, Bay View's president and chief executive officer.

Further, the original merger provision prohibiting any FMAC shareholder from owning more than 9.99% of Bay View following the merger, along with the walk-away provision to the extent Bay View's stock price was less than $17.50, has been eliminated.

"With all the regulatory approvals received, we can now intensify our integration efforts towards our goal of an early fourth quarter close," Sondker said.

"We look forward to completing this transaction and becoming part of Bay View," added Wayne L. "Buz" Knyal, FMAC's president and chief executive officer. "The resulting entity will be well positioned to grow and expand our leadership position in the franchise and multi-family lending segments."

San Mateo, Calif.-based Bay View Capital is a $5.9 billion diversified financial services holding company. It is the parent company of Bay View Bank, N.A. and its subsidiaries, Bay View Acceptance Corp. and Bay View Commercial Finance Group.