Finance of America Companies, (“Finance of America”) a
diversified, vertically integrated consumer lending platform that
intends to complete a business combination with Replay Acquisition
Corp. (NYSE: RPLA) (“Replay Acquisition”) that will result in
Finance of America becoming a publicly-listed company, today
announced that it will release results for the third quarter ending
September 30, 2020 after the market close on Tuesday, December 1,
2020.
Webcast and Earnings Conference Call
Management will host a webcast and conference call on Tuesday,
December 1, 2020 at 5:00 pm ET to discuss the Company’s results for
the third quarter ending September 30, 2020. To listen to the
prepared remarks, please visit the Investors section of the
Company's website at https://www.financeofamerica.com or visit the
Replay Acquisition Corp.’s website at
https://www.replayacquisition.com.
The conference call can be accessed by the following dial-in
information:
- 1-877-407-0784 (Domestic)
- 1-201-689-8560 (International)
Replay
A replay of the call will also be available on the Company's
website approximately two hours after the live call through
December 15, 2020. To access the replay, dial 1-844-512-2921
(United States) or 1-412-317-6671 (international). The replay pin
number is 13713598. The replay can also be accessed on the
shareholders section of the Company's website at
https://www.financeofamerica.com/investors/ or Replay Acquisition
Corp.’s website at https://www.replayacquisition.com/.
About Finance of America
Finance of America is a diversified, vertically integrated
consumer lending platform. Product offerings include mortgages,
reverse mortgages, and loans to residential real estate investors
distributed across retail, third party network, and digital
channels. In addition, Finance of America offers complementary
lending services to enhance the customer experience, as well as
capital markets and portfolio management capabilities to optimize
distribution to investors. The company is headquartered in Irving,
TX, with the support of leading global asset manager, The
Blackstone Group. www.financeofamerica.com
About Replay Acquisition Corp.
Founded by Edmond Safra, Gregorio Werthein and Gerardo Werthein,
Replay Acquisition Corp. is a NYSE-listed blank check company
incorporated as a Cayman Islands exempted company and formed for
the purpose of effecting a merger, amalgamation, share exchange,
asset acquisition, share purchase, reorganization or similar
business combination with one or more businesses on industries
believed to have favorable prospects and a high likelihood of
generating strong risk-adjusted returns for its shareholders. These
industries include consumer, telecommunications and technology,
energy, infrastructure, financial services and real estate, among
others. www.replayacquisition.com
Important Information About the Proposed Business Combination
and Where to Find It
In connection with the proposed business combination, Finance of
America Companies Inc. (“FoA Inc.”) has filed a Registration
Statement on Form S-4, including a preliminary proxy
statement/prospectus with the SEC. Replay Acquisition’s
shareholders and other interested persons are advised to read, when
available, the Form S-4, including the preliminary proxy
statement/prospectus and the amendments thereto and the definitive
proxy statement/prospectus and documents incorporated by reference
therein filed in connection with the proposed business combination,
as these materials will contain important information about Finance
of America, Replay Acquisition, and the proposed business
combination. When available, the definitive proxy
statement/prospectus and other relevant materials for the proposed
business combination will be mailed to shareholders of Replay
Acquisition as of a record date to be established for voting on the
proposed business combination. Shareholders will also be able to
obtain copies of the preliminary proxy statement/prospectus, the
definitive proxy statement/prospectus, and other documents filed
with the SEC that will be incorporated by reference therein,
without charge, once available, at the SEC’s website at
www.sec.gov, or by directing a request to:
info@replayacquisition.com.
Participants in the Solicitation
Replay Acquisition and its directors and executive officers may
be deemed participants in the solicitation of proxies from Replay
Acquisition’s shareholders with respect to the proposed business
combination. A list of the names of those directors and executive
officers and a description of their interests in Replay Acquisition
will be included in the proxy statement/prospectus for the proposed
business combination and be available at www.sec.gov. Additional
information regarding the interests of such participants will be
contained in the proxy statement/prospectus for the proposed
business combination when available.
Finance of America and its directors and executive officers may
also be deemed to be participants in the solicitation of proxies
from the shareholders of Replay Acquisition in connection with the
proposed business combination. A list of the names of such
directors and executive officers and information regarding their
interests in the proposed business combination will be included in
the proxy statement/prospectus for the proposed business
combination.
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. Replay
Acquisition’s and Finance of America’s actual results may differ
from their expectations, estimates, and projections and,
consequently, you should not rely on these forward-looking
statements as predictions of future events. Words such as “expect,”
“estimate,” “project,” “budget,” “forecast,” “anticipate,”
“intend,” “plan,” “may,” “will,” “could,” “should,” “believes,”
“predicts,” “potential,” “continue,” and similar expressions (or
the negative versions of such words or expressions) are intended to
identify such forward-looking statements. These forward-looking
statements include, without limitation, Replay Acquisition’s and
Finance of America’s expectations with respect to future
performance and anticipated financial impacts of the proposed
business combination, the satisfaction of the closing conditions to
the proposed business combination, and the timing of the completion
of the proposed business combination.
These forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ
materially, and potentially adversely, from those expressed or
implied in the forward-looking statements. Most of these factors
are outside Replay Acquisition’s and Finance of America’s control
and are difficult to predict. Factors that may cause such
differences include, but are not limited to: (1) the occurrence of
any event, change, or other circumstances that could give rise to
the termination of the definitive merger agreement (the
“Agreement”); (2) the outcome of any legal proceedings that may be
instituted against Replay Acquisition and Finance of America
following the announcement of the Agreement and the transactions
contemplated therein; (3) the inability to complete the proposed
business combination, including due to failure to obtain approval
of the stockholders of Replay Acquisition and Finance of America,
certain regulatory approvals, or satisfy other conditions to
closing in the Agreement; (4) the occurrence of any event, change,
or other circumstance that could give rise to the termination of
the Agreement or could otherwise cause the transaction to fail to
close; (5) the impact of COVID-19 on Finance of America’s business
and/or the ability of the parties to complete the proposed business
combination; (6) the inability to obtain or maintain the listing of
Replay Acquisition’s shares of common stock on the NYSE following
the proposed business combination; (7) the risk that the proposed
business combination disrupts current plans and operations as a
result of the announcement and consummation of the proposed
business combination; (8) the ability to recognize the anticipated
benefits of the proposed business combination, which may be
affected by, among other things, competition, the ability of
Finance of America to grow and manage growth profitably, and retain
its key employees; (9) costs related to the proposed business
combination; (10) changes in applicable laws or regulations; (11)
the possibility that Finance of America or Replay Acquisition may
be adversely affected by other economic, business, and/or
competitive factors; and (12) other risks and uncertainties
indicated from time to time in the final prospectus of Replay
Acquisition for its initial public offering and the proxy
statement/prospectus relating to the proposed business combination,
including those under “Risk Factors” therein, and in Replay
Acquisition’s other filings with the SEC. Replay Acquisition and
Finance of America caution that the foregoing list of factors is
not exclusive. Replay Acquisition and Finance of America caution
readers not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. Replay
Acquisition and Finance of America disclaim any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements to reflect any change in its
expectations or any change in events, conditions, or circumstances
on which any such statement is based, except as required by
law.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent, or authorization with respect to any securities or
in respect of the proposed business combination. This press release
shall also not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, or an exemption therefrom.
Non-GAAP Financial Measures
We define Adjusted EBITDA as earnings before change in fair
value of loans and securities held for investment, interest on
non-funding debt, depreciation, amortization and other impairments,
other fair value adjustments on earnouts, share-based compensation,
change in fair value of minority investments and certain
non-recurring costs. We manage our Company by each of our operating
and non-operating segments: Loan Originations (made up of Forward,
Reverse, and Commercial Originations segments), Portfolio
Management, Lender Services and Corporate and Other. We evaluate
the performance of our segments through the use of Adjusted EBITDA
as a non-GAAP measure. Management considers Adjusted EBITDA
important in evaluating our business segments and the Company as a
whole. Adjusted EBITDA is a supplemental metric utilized by our
management team to assess the underlying key drivers and
operational performance of the continuing operations of the
business and our operating segments. In addition, analysts,
investors, and creditors may use these measures when analyzing our
operating performance. Adjusted EBITDA is not a presentation made
in accordance with GAAP and our use of this measure and term may
vary from other companies in our industry.
Adjusted EBITDA provides visibility to the underlying operating
performance by excluding the impact of certain items, including
income taxes, interest expense on non-funding debt, depreciation of
fixed assets, amortization of intangible assets and other
impairments, share-based compensation, changes in fair value of
loans and securities held for investment, change in fair value of
minority investments, and other non-recurring costs that management
does not believe are representative of our core earnings. Adjusted
EBITDA may also include other adjustments, as applicable based upon
facts and circumstances, consistent with our intent of providing a
supplemental means of evaluating our operating performance.
Adjusted EBITDA should not be considered as an alternate to (i)
net income (loss) or any other performance measures determined in
accordance with GAAP or (ii) operating cash flows determine in
accordance with GAAP. Adjusted EBITDA has important limitations as
an analytical tool and should not be considered in isolation or as
a substitute for analysis of our results as reported under GAAP.
The Company’s definition of Adjusted EBITDA may not be comparable
to similarly titled measures of other companies.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201124006053/en/
For Finance of America Media: pr@financeofamerica.com For
Finance of America Investor Relations: ir@financeofamerica.com For
Replay Acquisition Corp.: info@replayacquisition.com
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