Bayview Files 13D/A: $20-per-Share Cash Deal Secured for Guild Holdings (GHLD)

Rhea-AI Filing Summary

Bayview Asset Management, LLC and its affiliate Bayview MSR Opportunity Master Fund, L.P. (together, the “Reporting Persons”) have filed Amendment No. 1 to Schedule 13D for Guild Holdings Co. (GHLD). The filing discloses two key developments:

• Merger Agreement: On 17 June 2025 Bayview-controlled entities Gulf MSR Holdco, LLC (Parent) and Gulf MSR Merger Sub Corp. executed an Agreement and Plan of Merger with GHLD. At closing, each outstanding share of GHLD common stock—other than the 1,457,647 Class A shares already owned by the Bayview fund—will be converted into the right to receive $20.00 in cash.
• Stockholder Approval Secured: McCarthy Capital Mortgage Investors, LLC, holder of 40,333,019 Class B shares, delivered a written consent adopting the Merger Agreement, satisfying the primary stockholder-approval condition.

The transaction is backed by an equity-commitment letter from the Bayview fund and remains subject to customary closing conditions. GHLD’s Board also intends to authorize a special dividend of up to $0.25 per share in 2025 and, if closing is delayed, quarterly dividends of up to $0.25 per share until completion; these payments will not adjust the $20.00 merger price.

Upon consummation, GHLD will be delisted from the NYSE and become a wholly-owned subsidiary of Parent. The Reporting Persons’ current beneficial ownership is reported at 1,595,844 Class A shares (7.3% of the class), all held with shared voting and dispositive power.

Positive

• $20.00 per-share cash consideration delivers an immediate, fixed-price exit for GHLD investors.
• Controlling stockholder holding 40.3 million Class B shares has already provided written consent, greatly reducing closing risk.
• Potential special and quarterly dividends up to $0.25 per share may augment total payout without reducing merger price.
• Equity financing commitment from Bayview fund provides transaction funding certainty.

Negative

• Transaction still subject to customary closing conditions; timing remains uncertain.
• Post-merger delisting from NYSE eliminates future liquidity and upside in GHLD for current public shareholders who remain until closing.

Insights

M&A Specialist

TL;DR: Cash buy-out at $20 secured; controlling Class B holder already consented, significantly de-risking the deal.

The filing confirms Bayview’s move from minority investor to acquirer via a straightforward cash merger. Because McCarthy Capital’s 40.3 million Class B shares have already executed a written consent, the shareholder vote hurdle is effectively cleared. Financing is also locked through an equity-commitment letter from the Bayview fund, making regulatory clearances and routine conditions the main remaining hurdles. Investors gain clarity on exit pricing ($20) plus up to $0.25 near-term dividend streams, while Bayview sidesteps paying consideration on its existing 6.7% stake, lowering effective purchase cost. Overall, transaction certainty appears high.

Portfolio Manager

TL;DR: Filing signals near-term liquidity event; GHLD will delist post-closing.

For GHLD shareholders this amendment is materially positive because it locks in an all-cash exit at $20 plus potential interim dividends. With the controlling Class B holder’s written consent in hand, closing risk is limited to customary conditions, positioning the deal for execution once regulatory timelines expire. However, investors should note that, after completion, GHLD shares will cease trading, eliminating any future upside participation. Arbitrageurs now focus on spread versus $20 less expected dividend stream. The underlying fundamentals of Bayview’s mortgage servicing strategy are not addressed here, so portfolio impact is limited to the merger terms.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Guild Holdings Co

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

40172N107

(CUSIP Number)

Carlos Portugal
Bayview Asset Management, LLC, 4425 Ponce de Leon Blvd.
Coral Gables, FL, 33146
305-854-8880

Adriana Schwartz, Esq.
Schulte Roth & Zabel LLP, 919 Third Avenue
New York, NY, 10022
212-756-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/17/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 40172N107

1

Name of reporting person

Bayview MSR Opportunity Master Fund, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,457,647.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,457,647.00

11

Aggregate amount beneficially owned by each reporting person

1,457,647.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.7 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 40172N107

1

Name of reporting person

Bayview Asset Management, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,595,844.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,595,844.00

11

Aggregate amount beneficially owned by each reporting person

1,595,844.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.3 %

14

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, par value $0.01 per share
(b)	Name of Issuer: Guild Holdings Co
(c)	Address of Issuer's Principal Executive Offices: 5887 Copley Drive, San Diego, CALIFORNIA , 92111.
Item 1 Comment: This Amendment No. 1 (this "Amendment No. 1") to Schedule 13D amends and supplements the Schedule 13D filed on May 23, 2025 (the "Original 13D Filing") by Bayview Asset Management, LLC ("Bayview") and Bayview MSR Opportunity Master Fund, L.P. (together, the "Reporting Persons"), and relates to the shares of Class A common stock, par value $0.01 per share (the "Class A Common Stock" and together with the Class B common stock, par value $0.01 per share, of the Issuer (the "Common Stock")) of Guild Holdings Company, a Delaware corporation (the "Issuer" or the "Company"). Except as set forth herein, this Amendment No. 1 does not modify any of the information previously reported in the Original Schedule 13D. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented as follows: Merger Agreement On June 17, 2025, the investment committee of Bayview approved Gulf MSR Holdco, LLC ("Parent") and Gulf MSR Merger Sub Corporation ("Merger Sub") entering into, and Parent and Merger Sub entered into an Agreement and Plan of Merger (the "Merger Agreement") with the Issuer, pursuant to which, subject to the terms and conditions of the Merger Agreement, Parent will acquire the Issuer by merger (the "Merger"). Each of Parent and Merger Sub are indirect wholly owned subsidiaries of Bayview MSR Opportunity Master Fund, L.P. and Bayview MSR Opportunity Master Fund, L.P. has committed to provide equity financing to Parent for purposes of funding payment of the Merger Consideration (described below), subject to the terms and conditions of the Equity Commitment Letter (as defined in the Merger Agreement). At the closing of the transactions contemplated by the Merger Agreement (the "Closing"), each outstanding share of Common Stock will be converted into the right to receive $20.00 (the "Merger Consideration"), other than the shares of the Class A Common Stock currently held by Bayview MSR Opportunity Master Fund, L.P. In addition, the Board of Directors of the Issuer also intends to authorize a special cash dividend of up to $0.25 per share in 2025 (based on the Issuer's cash on hand) and, if the Closing is not consummated in 2025, quarterly cash dividends of up to $0.25 per share through the consummation of the Closing. The payment of any dividends will not result in an adjustment to the $20.00 per share Merger Consideration. The Closing is conditioned on obtaining requisite approval of the stockholders of the Issuer (the "Stockholder Approval") and other customary closing conditions. The Stockholder Approval was obtained promptly after execution of the Merger Agreement when McCarthy Capital Mortgage Investors, LLC ("MCMI"), in its capacity as holder of 40,333,019 shares of the Class B common stock, par value $0.01 per share ("Class B Common Stock"), of the Issuer, executed and delivered to the Issuer a written consent adopting the Merger Agreement (the "Written Consent"). If the Merger is consummated, the Common Stock will be delisted from The New York Stock Exchange and will cease to be registered under the Securities Exchange Act of 1934, as amended (the "Act"), and the Issuer will be wholly-owned by Parent. The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is included as Exhibit 99.2 herein and incorporated herein by reference. Support Agreement As a condition and inducement to Parent's willingness to enter into the Merger Agreement, on June 17, 2025, Parent, the Issuer and MCMI entered into a support agreement (the "Support Agreement"), pursuant to which, among other things, MCMI agreed to (a) execute and deliver the Written Consent promptly after execution of the Merger Agreement and (b) not transfer any shares of Common Stock held by MCMI (subject to customary exceptions). MCMI (and, pursuant to a separate side letter, McCarthy Partners Management, LLC) have also agreed to not solicit any competing Acquisition Proposal (as such term is defined in the Merger Agreement) and be subject to the other customary "no shop" restrictions set forth in the Merger Agreement. The Support Agreement will automatically terminate upon the occurrence of certain events, including a termination of the Merger Agreement. The foregoing description of the Support Agreement is qualified in its entirety by reference to the full text of the Support Agreement, a copy of which is included as Exhibit 99.3 herein and incorporated herein by reference.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 4 of this Amendment No. 1 is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.2: Agreement and Plan of Merger, dated as of June 17, 2025, by and among Guild Holdings Company, Gulf MSR Holdco LLC, and Gulf MSR Merger Sub Corporation (filed as Exhibit 2.1 to the Issuer's Current Report on Form 8-K filed on June 20, 2025 and incorporated herein by reference). Exhibit 99.3: Support Agreement, dated as of June 17, 2025, by and among Guild Holdings Company, Gulf MSR Holdco LLC, and McCarthy Capital Mortgage Investors, LLC (filed as Exhibit 2.2 to the Issuer's Current Report on Form 8-K filed on June 20, 2025 and incorporated herein by reference).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Bayview MSR Opportunity Master Fund, L.P.

Signature:	/s/ Carlos M. Portugal
Name/Title:	By: Bayview Capital GP MSR, LLC, its General Partner, By: Carlos M. Portugal, Senior Vice President
Date:	06/20/2025

Bayview Asset Management, LLC

Signature:	/s/ Carlos M. Portugal
Name/Title:	Carlos M. Portugal, Senior Vice President
Date:	06/20/2025

FAQ

What price will GHLD shareholders receive under the Bayview merger?

Each outstanding GHLD common share will be converted into the right to receive $20.00 in cash at closing.

Will GHLD shareholders receive any dividends before the merger closes?

The Board intends to authorize a special dividend of up to $0.25 per share in 2025 and quarterly dividends of the same amount if closing is delayed.

Has the required shareholder approval for the GHLD merger been obtained?

Yes. McCarthy Capital Mortgage Investors, LLC, holder of 40,333,019 Class B shares, delivered a written consent adopting the Merger Agreement.

How many GHLD shares are currently owned by Bayview entities?

Bayview entities report 1,595,844 Class A shares, representing approximately 7.3 % of the class.

What happens to GHLD stock after the merger closes?

GHLD’s common stock will be delisted from the NYSE and the company will become a wholly-owned subsidiary of Gulf MSR Holdco LLC.