Countrywide Financial Corp - Prospectus filed pursuant to Rule 424(b)(7) (424B7)
February 01 2008 - 3:21PM
Edgar (US Regulatory)
Filed pursuant to Rule 424(b)(7)
File nos. 333-147438 and 333-147438-01
PROSPECTUS SUPPLEMENT NO. 2
TO PROSPECTUS DATED NOVEMBER 15, 2007
Countrywide Financial Corporation
$2,000,000,000 Series A Floating Rate Convertible Senior Debentures Due 2037
$2,000,000,000 Series B Floating Rate Convertible Senior Debentures Due 2037
Fully and Unconditionally Guaranteed by
Countrywide Home Loans, Inc.
This prospectus supplement no. 2 supplements our prospectus dated November 15, 2007, as it
has previously been supplemented and amended, relating to the offer and resale by certain of our
securityholders of up to $2,000,000,000 aggregate principal amount of our Series A Floating Rate
Convertible Senior Debentures Due 2037 (the Series A Debentures) and $2,000,000,000 aggregate
principal amount of our Series B Floating Rate Convertible Senior Debentures Due 2037 (the Series
B Debentures and, together with the Series A Debentures, the Debentures), the guarantees of the
Debentures and shares of our common stock issuable upon conversion of the Debentures. We will not
receive any of the proceeds from the sale of the Debentures or shares of common stock issuable upon
conversion of the Debentures by any of the selling securityholders.
This prospectus supplement should be read in conjunction with, and may not be delivered or
utilized without, the prospectus as previously supplemented, except to the extent information in
this prospectus supplement supersedes any information contained in the prospectus, as previously
supplemented.
Investing in the Debentures and common stock issuable on conversion of the Debentures involves
risks. See Risk Factors beginning on page 7 of the prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved these securities, or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is February 1, 2008.
Selling Securityholders
The information appearing in the table below supplements and amends, as of the date hereof,
the information in the table appearing under the heading Selling Securityholders in the
prospectus and, where the name of a selling securityholder identified in the table below also
appears in the table in the prospectus, or in a previous supplement, the information set forth
below regarding such selling securityholder supersedes the information in the prospectus. The
information appearing in the table below is qualified by reference to, and must be read in
conjunction with, the text and information appearing under the heading Selling Securityholders in
the prospectus.
Except as indicated below, none of these selling securityholders has had within the past three
years any material relationship with us or any of our predecessors or affiliates. The information
is based on information provided by or on behalf of these selling securityholders to us in a
selling securityholder questionnaire and is as of the date specified by these selling
securityholders in such questionnaires.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
|
Principal
|
|
Principal
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Amount of
|
|
Amount of
|
|
Common
|
|
|
|
|
|
Beneficially
|
|
|
Series A
|
|
Series B
|
|
Stock
|
|
Common
|
|
Owned After
|
|
|
Debentures
|
|
Debentures
|
|
Beneficially
|
|
Stock Offered
|
|
the Offering
|
Selling Securityholder (1)
|
|
Offered(2)
|
|
Offered(2)
|
|
Owned (3)(4)
|
|
(2)(4)
|
|
(2)(4)(5)
|
Argent LowLev Convertible Arbitrage Fund
Ltd.(7)
|
|
$
|
7,380,000
|
|
|
$
|
3,689,000
|
|
|
|
203,845
|
|
|
|
203,845
|
|
|
|
0
|
|
Aristeia International Limited(8)
|
|
|
41,097,000
|
|
|
|
253,000
|
|
|
|
788,186
|
|
|
|
788,186
|
|
|
|
0
|
|
Aristeia Partners LP(8)
|
|
|
4,944,000
|
|
|
|
33,000
|
|
|
|
94,863
|
|
|
|
94,863
|
|
|
|
0
|
|
Aristeia Special Investments Master LP(8)
|
|
|
12,306,000
|
|
|
|
214,000
|
|
|
|
238,377
|
|
|
|
238,277
|
|
|
|
0
|
|
Brencourt Credit Opportunities Master(9)
|
|
|
1,020,000
|
|
|
|
|
|
|
|
19,455
|
|
|
|
19,455
|
|
|
|
0
|
|
Brencourt Multi-Strategy Enhanced Dedicated
Fund(9)
|
|
|
200,000
|
|
|
|
|
|
|
|
3,815
|
|
|
|
3,815
|
|
|
|
0
|
|
Camulos Master Fund LP(10)
|
|
|
5,000,000
|
|
|
|
5,000,000
|
|
|
|
180,869
|
|
|
|
180,869
|
|
|
|
0
|
|
Carlyle Multi Strategy Master Fund, Ltd.
|
|
|
2,500,000
|
|
|
|
16,600,000
|
|
|
|
331,548
|
|
|
|
331,548
|
|
|
|
0
|
|
Citigroup Global Markets Inc.(6)(11)
|
|
|
|
|
|
|
107,871,000
|
|
|
|
1,844,626
|
|
|
|
1,844,626
|
|
|
|
0
|
|
Credit Suisse Securities (USA) LLC(6)
|
|
|
930,000
|
|
|
|
5,000,000
|
|
|
|
103,240
|
|
|
|
103,240
|
|
|
|
0
|
|
Davidson Kempner International, Ltd.(12)
|
|
|
|
|
|
|
12,775,000
|
|
|
|
218,456
|
|
|
|
218,456
|
|
|
|
0
|
|
Davidson Kempner Partners(12)
|
|
|
|
|
|
|
4,025,000
|
|
|
|
68,829
|
|
|
|
68,829
|
|
|
|
0
|
|
DBAG London
|
|
|
|
|
|
|
258,889,000
|
|
|
|
4,427,080
|
|
|
|
4,427,080
|
|
|
|
0
|
|
Elite Classic Convertible Arbitrage Ltd.(7)
|
|
|
1,340,000
|
|
|
|
1,740,000
|
|
|
|
55,313
|
|
|
|
55,313
|
|
|
|
0
|
|
Government of Singapore Investment Corporation
Pte Ltd
|
|
|
|
|
|
|
18,000,000
|
|
|
|
307,805
|
|
|
|
307,805
|
|
|
|
0
|
|
GPC 76, LLC(13)
|
|
|
143,000
|
|
|
|
|
|
|
|
2,727
|
|
|
|
2,727
|
|
|
|
0
|
|
Highbridge International LLC(14)
|
|
|
|
|
|
|
60,400,000
|
|
|
|
1,033,304
|
|
|
|
1,032,858
|
|
|
|
446
|
|
Income Research & Management, as agent for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attorneys Liability Assurance Society
|
|
|
|
|
|
|
280,000
|
|
|
|
4,788
|
|
|
|
4,788
|
|
|
|
0
|
|
City of Southfield Fire and Police Retirement
System
|
|
|
|
|
|
|
215,000
|
|
|
|
3,677
|
|
|
|
3,677
|
|
|
|
0
|
|
Commonwealth Professional Assurance Company
Convertible Bond Portfolio
|
|
|
|
|
|
|
735,000
|
|
|
|
12,569
|
|
|
|
12,569
|
|
|
|
0
|
|
Concord Hospital Employees Pension Fund
|
|
|
|
|
|
|
120,000
|
|
|
|
2,052
|
|
|
|
2,052
|
|
|
|
0
|
|
Concord Hospital Non-Pension Fund
|
|
|
|
|
|
|
245,000
|
|
|
|
4,190
|
|
|
|
4,190
|
|
|
|
0
|
|
Excellus Health Plan
|
|
|
|
|
|
|
3,560,000
|
|
|
|
60,877
|
|
|
|
60,877
|
|
|
|
0
|
|
MAG Mutual Insurance Company
|
|
|
|
|
|
|
920,000
|
|
|
|
15,732
|
|
|
|
15,732
|
|
|
|
0
|
|
MedAmerica Insurance Company Hartford Trust
|
|
|
|
|
|
|
290,000
|
|
|
|
4,959
|
|
|
|
4,959
|
|
|
|
0
|
|
MedAmerica New York Insurance
|
|
|
|
|
|
|
195,000
|
|
|
|
3,335
|
|
|
|
3,335
|
|
|
|
0
|
|
MIG Assurance Convertible Portfolio
|
|
|
|
|
|
|
1,085,000
|
|
|
|
18,554
|
|
|
|
18,554
|
|
|
|
0
|
|
Tufts Associated Health Plans Convertible
Bond Portfolio
|
|
|
|
|
|
|
1,325,000
|
|
|
|
22,658
|
|
|
|
22,658
|
|
|
|
0
|
|
Umass Memorial Health Care Convertible Bond
Portfolio
|
|
|
|
|
|
|
445,000
|
|
|
|
7,610
|
|
|
|
7,610
|
|
|
|
0
|
|
Umass Memorial Investment Partnership
Convertible Bond Portfolio
|
|
|
|
|
|
|
580,000
|
|
|
|
9,918
|
|
|
|
9,918
|
|
|
|
0
|
|
University of Massachusetts Convertible Bond
Portfolio
|
|
|
|
|
|
|
320,000
|
|
|
|
5,472
|
|
|
|
5,472
|
|
|
|
0
|
|
Jefferies & Company, Inc.(6)
|
|
|
6,000,000
|
|
|
|
|
|
|
|
114,440
|
|
|
|
114,440
|
|
|
|
0
|
|
Loomis, Sayles & Company, L.P.(15)
|
|
|
39,405,000
|
|
|
|
100,535,000
|
|
|
|
2,470,766
|
|
|
|
2,470,766
|
|
|
|
0
|
|
Magnetar Capital Master Fund, Ltd(16)
|
|
|
7,500,000
|
|
|
|
|
|
|
|
143,051
|
|
|
|
143,051
|
|
|
|
0
|
|
Man Mac Schreckhorn 148 Ltd(9)
|
|
|
640,000
|
|
|
|
|
|
|
|
12,207
|
|
|
|
12,207
|
|
|
|
0
|
|
Merrill Lynch, Pierce, Fenner & Smith Inc.(6)
|
|
|
7,500,000
|
|
|
|
|
|
|
|
143,051
|
|
|
|
143,051
|
|
|
|
0
|
|
M.H. Davidson & Co.(12)
|
|
|
|
|
|
|
525,000
|
|
|
|
10,014
|
|
|
|
10,014
|
|
|
|
0
|
|
Partners Group Alternative Strategies PCC LTD(7)
|
|
|
4,690,000
|
|
|
|
3,140,000
|
|
|
|
143,149
|
|
|
|
143,149
|
|
|
|
0
|
|
Partners Group Yellow Kappa Cell(9)
|
|
|
140,000
|
|
|
|
|
|
|
|
2,670
|
|
|
|
2,670
|
|
|
|
0
|
|
Radcliffe SPC, Ltd. for and on behalf of the
Class A Segregated Portfolio(17)
|
|
|
|
|
|
|
19,300,000
|
|
|
|
330,036
|
|
|
|
330,036
|
|
|
|
0
|
|
Sandelman Partners Event Driven Fund, Ltd.(18)
|
|
|
30,975,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
|
Principal
|
|
Principal
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Amount of
|
|
Amount of
|
|
Common
|
|
|
|
|
|
Beneficially
|
|
|
Series A
|
|
Series B
|
|
Stock
|
|
Common
|
|
Owned After
|
|
|
Debentures
|
|
Debentures
|
|
Beneficially
|
|
Stock Offered
|
|
the Offering
|
Selling Securityholder (1)
|
|
Offered(2)
|
|
Offered(2)
|
|
Owned (3)(4)
|
|
(2)(4)
|
|
(2)(4)(5)
|
Sanno Point Master Fund Ltd(19)
|
|
|
|
|
|
|
5,000,000
|
|
|
|
85,502
|
|
|
|
85,502
|
|
|
|
0
|
|
Serena Limited(12)
|
|
|
|
|
|
|
175,000
|
|
|
|
2,993
|
|
|
|
2,993
|
|
|
|
0
|
|
Southpaw Credit Opportunity Master Fund LP(20)
|
|
|
1,357,000
|
|
|
|
|
|
|
|
25,883
|
|
|
|
25,883
|
|
|
|
0
|
|
Tennenbaum Multi-Strategy Master Fund(21)
|
|
|
147,330,000
|
|
|
|
|
|
|
|
2,810,084
|
|
|
|
2,810,084
|
|
|
|
0
|
|
Thrivent Balanced Fund(6)(22)
|
|
|
675,000
|
|
|
|
|
|
|
|
12,875
|
|
|
|
12,875
|
|
|
|
0
|
|
Thrivent Core Bond Fund(6)(22)
|
|
|
2,100,000
|
|
|
|
|
|
|
|
40,054
|
|
|
|
40,054
|
|
|
|
0
|
|
Thrivent Diversified Income Plus Fund(6)(22)
|
|
|
600,000
|
|
|
|
|
|
|
|
11,444
|
|
|
|
11,444
|
|
|
|
0
|
|
Thrivent Diversified Income Plus Portfolio(6)(22)
|
|
|
400,000
|
|
|
|
|
|
|
|
7,629
|
|
|
|
7,629
|
|
|
|
0
|
|
Thrivent High Yield Fund(6)(22)
|
|
|
3,160,000
|
|
|
|
|
|
|
|
60,272
|
|
|
|
60,272
|
|
|
|
0
|
|
Thrivent High Yield Portfolio(6)(22)
|
|
|
3,840,000
|
|
|
|
|
|
|
|
73,242
|
|
|
|
73,242
|
|
|
|
0
|
|
Thrivent Income Fund(6)(22)
|
|
|
8,600,000
|
|
|
|
|
|
|
|
164,031
|
|
|
|
164,031
|
|
|
|
0
|
|
Thrivent Income Portfolio(6)(22)
|
|
|
14,175,000
|
|
|
|
|
|
|
|
270,365
|
|
|
|
270,365
|
|
|
|
0
|
|
Thrivent Limited Maturity Bond Fund(6)(22)
|
|
|
3,050,000
|
|
|
|
|
|
|
|
58,174
|
|
|
|
58,174
|
|
|
|
0
|
|
Thrivent Limited Maturity Bond Portfolio(6)(22)
|
|
|
6,400,000
|
|
|
|
|
|
|
|
122,070
|
|
|
|
122,070
|
|
|
|
0
|
|
(1)
|
|
Information regarding the selling securityholders may change from time to time. Any such
changed information will be set forth in supplements to this prospectus if required.
|
|
(2)
|
|
Assumes offer and sale of all Debentures and shares of common stock issuable upon
conversion of the Debentures, although selling securityholders are not obligated to sell any
Debentures or shares of common stock.
|
|
(3)
|
|
In addition to shares of common stock issuable upon conversion of the Debentures as
described in note (4), also includes shares of common stock identified to us by the selling
securityholder as owned by it.
|
|
(4)
|
|
Assumes for each $1,000 in principal amount of Series A Debentures that 19.0734 shares of
common stock could be received upon conversion, and for each $1,000 in principal amount of
Series B Debentures that 17.1003 shares of common stock could be received upon conversion.
These conversion rates are subject to adjustment as described in the prospectus under
Description of the DebenturesConversion Rights. As a result, the number of shares of
common stock issuable upon conversion of the Debentures may increase or decrease in the
future. Excludes shares of common stock that may be issued by us upon the conversion of the
Debentures as described in the prospectus under Description of the DebenturesPayment upon
ConversionMake-Whole Amount and Adjustments for Conversion After a Public Acquirer Change
of Control. In addition, excludes fractional shares. Holders will receive a cash adjustment
for any fractional share amount resulting from the conversion of the Debentures, as
described in the prospectus under Description of the DebenturesPayment upon Conversion.
|
|
(5)
|
|
Based on 576,376,128 shares of common stock outstanding as of September 30, 2007, no
identified selling securityholder would own 1% or more of our common stock after an offering
and sale of all shares issuable upon conversion of the Debentures. In calculating this
amount for each holder, we treated as outstanding the number of shares of common stock
issuable upon conversion of all of that holders Debentures, but we did not assume
conversion of any other holders Debentures.
|
|
(6)
|
|
This selling securityholder is, or is an affiliate of, a registered broker-dealer and has
represented to us that the Debentures and underlying shares of common stock held by it were
purchased in the ordinary course of business and that at the time of purchase, it did not
have any agreements or understandings, directly or indirectly, with any person to distribute
the Debentures held by it or the common stock issuable upon conversion of the Debentures
held by it.
|
|
(7)
|
|
Nathanial Brown and Robert Richardson may each be deemed to exercise dispositive power or
investment control over the securities stated as beneficially owned by this selling
securityholder.
|
|
(8)
|
|
Aristeia Capital LLC is the investment manager for this selling securityholder. Aristeia
Capital LLC is jointly owned by Kevin Toner, Robert H. Lynch Jr., Anthony Frascella and
William R. Techor, who are the natural persons who may exercise voting power and investment
control over the securities stated as beneficially owned by this selling securityholder.
|
|
(9)
|
|
Brencourt Advisors LLC is the investment adviser for this selling securityholder and may
be deemed to exercise dispositive power or investment control over the securities stated as
beneficially owned by this selling securityholder.
|
|
(10)
|
|
Camulos Partners GP LLC is the general partner of this selling securityholder. Camulos
Partners GP LLC is controlled by Richard Brennan. Each may be deemed to exercise dispositive
power or investment control over the securities stated as beneficially owned by this selling
securityholder.
|
|
(11)
|
|
This selling securityholder was one of the initial purchasers in the initial offering of
the Debentures.
|
2
(12)
|
|
Messrs. Thomas L. Kempner, Jr., Marvin H. Davidson, Stephen M. Dowicz, Scott E. Davidson,
Michael J. Leffell, Timothy I. Levart, Robert J. Brivio, Jr., Anthony A. Yoseloff, Eric P.
Epstein and Avram Z. Friedman (collectively, the Principals), are the general partners of
M.H. Davidson & Co. and MHD Management Co. (MHD), the general partner of Davidson Kempner
Partners, and the sole managing members of Davidson Kempner International Advisors, L.L.C.
(DKIA), the investment manager of each of Davidson Kempner International, Ltd. and Serena
Limited. Each of the Principals, MHD and DKIA disclaim all beneficial ownership as
affiliates of a registered investment advisor, and, in any case, disclaim all beneficial
ownership except as to the extent of their pecuniary interest in the securities.
|
|
(13)
|
|
Southpaw Asset Management LP is investment manager to this selling stockholder.
|
|
(14)
|
|
Highbridge Capital Management, LLC, is the trading manager of this selling securityholder
and has voting control and investment discretion over the securities held by this selling
securityholder. Glenn Dubin and Henry Swieca control Highbridge Capital Management, LLC and
have voting control and investment discretion over the securities held by Highbridge
International LLC. Each of Highbridge Capital Management, LLC, Glenn Dubin and Henry Swieca
disclaims beneficial ownership of the securities held by this selling securityholder. In
addition to shares of common stock issuable on conversion of the
Debentures, this selling securityholder reports beneficial ownership of 446 shares of our common
stock.
|
|
(15)
|
|
Loomis, Sayles & Company, L.P. (Loomis) is an investment advisor with power to direct
investments and/or power to vote the securities. Clients of Loomis have the economic
interest but no one client has such an interest relating to more than 5% of the class.
Information disclosed in this table was obtained from a questionnaire for Loomis dated
January 28, 2008. The address for Loomis is One Financial Center, Boston, MA 02111.
|
|
(16)
|
|
Magnetar Financial LLC is the investment advisor of Magnetar Capital Master Fund, Ltd
(Magnetar Master Fund) and consequently has voting control and investment discretion over
securities held by Magnetar Master Fund. Magnetar Financial LLC disclaims beneficial
ownership of the shares held by Magnetar Master Fund. Alec Litowitz has voting control over
Supernova Management LLC, the general partner of Magnetar Capital Partners LP, the sole
managing member of Magnetar Financial LLC. As a result, Mr. Litowitz may be considered the
beneficial owner of any shares deemed to be beneficially owned by Magnetar Financial LLC.
Mr. Litowitz disclaims beneficial ownership of these shares.
|
|
(17)
|
|
Pursuant to an investment management agreement, RG Capital Management, L.P. (RG
Capital) serves as the investment manager of Radcliffe SPC, Ltd.s Class A Segregated
Portfolio. RGC Capital Management Company, LLC (Management) is the general partner of RG
Capital. Steve Katznelson and Gerald Stahlecker serve as the managing members of Management.
Each of RG Capital, Management and Messrs. Katznelson and Stahlecker disclaims beneficial
ownership of the securities owned by Radcliffe SPC, Ltd. for an on behalf of the Class A
Segregated Portfolio.
|
|
(18)
|
|
Sandelman Partners, LP is the investment manager of Sandelman Partners Event Driven Fund,
Ltd. Sandelman Partners GP, LLC is the general partner of Sandelman Partners, LP. Jonathan
Sandelman is the managing member of Sandelman Partners GP, LLC. Each of Sandelman Partners,
LP, Sandelman Partners GP, LLC and Jonathan Sandelman disclaims beneficial ownership of the
securities registered hereunder, except to the extent of its or his pecuniary interest in
such securities.
|
|
(19)
|
|
David Hammond and Mark Tanaka may be deemed to exercise dispositive power or investment
control over the securities stated as beneficially owned by this selling securityholder.
|
|
(20)
|
|
Southpaw GP LLC is the general partner of this selling stockholder, and Howard Golden is
managing member of Southpaw GP LLC.
|
|
(21)
|
|
Tennenbaum Capital Partners, LLC is the general partner of this selling securityholder.
Hugh Steven Wilson is the managing partner of Tennenbaum Capital Partners, LLC. Each may be
deemed to exercise dispositive power or investment control over the securities stated as
beneficially owned by this selling securityholder.
|
|
(22)
|
|
Thrivent Asset Management LLC is the investment adviser of this selling securityholder.
The board of directors of the investment adviser has delegated investment authority to the
Chief Investment Officer of Thrivent Financial for Lutherans with authority to further
subdelegate.
|
3
Countrywide (NYSE:CFC)
Historical Stock Chart
From Jun 2024 to Jul 2024
Countrywide (NYSE:CFC)
Historical Stock Chart
From Jul 2023 to Jul 2024