Bimini (NYSE:BMM)
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Bimini Mortgage Management, Inc. (the "Company")
(NYSE:BMM), a real estate investment trust that invests primarily in
residential mortgage-related securities, today announced that it has
signed a definitive merger agreement with Opteum Financial Services, a
privately held home mortgage lender headquartered in Paramus, New
Jersey. With nearly 1,000 associates operating out of 30 offices and
lending in 44 states, Opteum expects to originate or acquire
approximately $7.4 billion in mortgage loans for the fiscal year
ending November 30, 2005. The transaction, in which Opteum will become
a subsidiary of the Company, is expected to close in November 2005 and
is subject to customary closing conditions. The Company expects the
transaction will be accretive to earnings in 2006 and beyond.
Commenting on the agreement, Jeffrey J. Zimmer, chairman,
co-founder, president and chief executive officer of the Company,
said, "This transaction represents an excellent opportunity for both
companies. From our standpoint, we are diversifying our revenue stream
while remaining in our area of expertise - the residential mortgage
market. At the same time, we are establishing a broader base for
future growth. We have known members of Opteum's management team for a
number of years and believe they are among the best and most
experienced in the home mortgage business. We are excited about the
opportunity to commit capital to them as all of our shareholders will
benefit."
Peter R. Norden, chairman, co-founder, president and chief
executive officer of Opteum Financial Services, added, "We believe
this transaction offers an excellent opportunity for our company and
our associates on many fronts. The management team at Bimini is highly
regarded for their in-depth knowledge of mortgage backed securities,
their liquidity management skills, their capital markets expertise and
their commitment to the application of best practices and low cost
operations. We can continue to grow as opportunities present
themselves as part of this very well run publicly held company and
attract capital at more favorable rates. That in turn will create new
jobs and improved opportunities for our existing associates."
Management
Jeffrey J. Zimmer will continue as chairman, president and chief
executive officer of Bimini. Peter R. Norden will continue as
chairman, president and chief executive officer of Opteum and will
become senior executive vice president and a director of Bimini.
Robert E. Cauley, currently chief financial officer and chief
investment officer of Bimini, will become vice chairman of the board
of Bimini Mortgage Management, Inc. Martin J. Levine, co-founder of
Opteum, will continue in his role as chief operating officer of
Opteum. Rick E. Floyd, an Opteum shareholder, shall continue in his
role as head of all origination and production operations. Jason
Kaplan, who represents the family which provided a major portion of
Opteum's financing, will join the Bimini board for a one-year term.
Terms of the Agreement
Under the terms of the agreement, Bimini has agreed to issue
3,717,242 shares of Class A Common Stock and 1,800,000 Convertible
Preferred Shares in the merger to the stockholders of Opteum. The new
class of preferred shares would be convertible into Class A Common
Stock of Bimini if Bimini's shareholders approve the conversion at a
future shareholder meeting. In addition, Bimini has agreed to lend
approximately $65 million to Opteum to repay existing debt. Bimini has
also agreed to pay the Opteum stockholders a contingent cash earn-out
of up to $17.5 million over the next five years, based on achievement
by Opteum of certain specific financial objectives. In return, Opteum
has agreed that at the time of the merger it will have a book value of
$60 million. Opteum will operate from their headquarters in Paramus,
New Jersey and as a taxable subsidiary of Bimini, which will retain
corporate headquarters in Vero Beach, Florida. The three most senior
executives of Opteum Financial Services have entered into long term
employment contracts.
Deutsche Bank Securities acted as financial advisor to Bimini
Mortgage Management, Inc. with respect to this transaction and Opteum
Financial Services LLC was advised by Classic Strategies Group.
Conference Call Information
Bimini Mortgage Management will hold a conference call to discuss
the transaction with Opteum tomorrow, September 30, 2005, at 10:00
a.m. Eastern time. Investors will have the opportunity to listen to a
live Internet broadcast of the conference call through the Company's
Web site at www.biminireit.com. To listen to the live call, please go
to the Web site at least 15 minutes early to register, download, and
install any necessary audio software. For those who cannot listen to
the live broadcast, an Internet replay will be available shortly after
the call and continue through October 30, 2005.
Bimini Mortgage Management, Inc.
Bimini Mortgage Management, Inc., a real estate investment trust,
invests primarily in residential mortgage-related securities issued by
the Federal National Mortgage Association (Fannie Mae), the Federal
Home Loan Mortgage Corporation (Freddie Mac) and the Government
National Mortgage Association (Ginnie Mae). It earns returns on the
spread between the yield on its assets and its costs, including the
interest expense on the funds it borrows.
Opteum Financial Services, LLC
Opteum is one of the nation's most innovative and fastest-growing
mortgage lenders. With branches and approval to originate loans
nationwide, Opteum combines advanced technology and superior customer
service to provide its customers an exceptional experience. Opteum
offers a wide array of retail and wholesale products including fixed-
and adjustable-rate mortgages, 100 percent financing, interest-only
products and home loans for the credit challenged. The company's Web
site is located at www.opteum.com.
This news release contains forward-looking statements made
pursuant to the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. The reader is cautioned that such
forward-looking statements are based on information available at the
time and on management's good faith belief with respect to future
events, and are subject to risks and uncertainties that could cause
actual performance or results to differ materially from those
expressed in the statements. Important factors that could cause such
differences are described in the Company's periodic filings with the
Securities and Exchange Commission, including the Company's
Registration Statement on Form S-11. The Company assumes no obligation
to update forward-looking information to reflect subsequent results,
changes in assumptions or changes in other factors affecting
forward-looking information.