Finance of America Equity Capital LLC (“Finance of America”
or the “Company”) an end-to-end lending and services platform,
today announced that its subsidiary, Finance of America Mortgage
LLC (“FAM”), has emerged as the winner in a court-supervised sale
process to acquire certain of the assets of Renovate America, Inc.,
including its industry-leading home financing product, Benji®. The
transaction is subject to customary closing conditions and is
expected to close at the end of March.
The closing of the transaction will mark the launch of a new
vertical, Finance of America Home Improvement, which strongly
complements Finance of America’s diversified consumer lending
platform consisting of mortgages, reverse mortgages, and commercial
loans offered across distributed retail, third-party brokers and
digital direct-to-consumer channels. Finance of America Home
Improvement will enable the company to capitalize on the $400
billion1 home renovation industry by offering a proprietary
technology platform that helps consumers improve their homes while
giving contractors the tools they need to grow their
businesses.
“At Finance of America, we have a long track record of acquiring
companies and products with businesses and core competencies that
complement and bolster our own, and importantly, unlocking
synergies as we integrate these onto our platform,” said Patricia
Cook, CEO of Finance of America. “This transaction allows us to
continue developing and growing Benji, Renovate America’s
industry-leading home improvement financing product, and adds
another innovative home financing solution to our comprehensive
suite of consumer lending products. We look forward to welcoming
the Benji team to the Finance of America family.”
In December, FAM entered into an asset purchase agreement with
Renovate America in conjunction with a Bankruptcy Court-supervised
auction. Renovate America voluntarily filed for Chapter 11
bankruptcy protection as part of a Section 363 sales process on the
same day. FAM’s final cash offer of approximately $45 million
includes the acquisition of Renovate America’s Benji home
improvement loan business, which includes a portfolio of loans
originated since the bankruptcy case started and financed through
the DIP facility provided by FAM.
Shawn Stone, Renovate America’s CEO, added, “When we decided to
embark on this process, we identified Finance of America as the
ideal partner for our Benji business. We are very pleased that they
have emerged as the winner and look forward to many positive
developments for our contractors and employees in the future.”
Hunton Andrews Kurth LLP is acting as Finance of America’s legal
advisor for the transaction.
About Finance of America Companies
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, and is a portfolio company of the leading global asset manager,
The Blackstone Group. On October 13, 2020, Finance of America
entered into a business combination agreement with Replay
Acquisition Corp. (NYSE: RPLA). Upon the closing of the
transaction, the combined company intends to change its name to
Finance of America Companies Inc. and trade on the NYSE under the
ticker symbol “FOA.” 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 that
we believe have favorable prospects and a high likelihood of
generating strong risk-adjusted returns for our shareholders. These
industries include consumer, telecommunications and technology,
energy, infrastructure, financial services and real estate, among
others. www.replayacquisition.com
About Renovate America
Renovate America is one of the nation’s preeminent providers of
home improvement financing through its industry-leading home
financing product, Benji. The Company offers a proprietary
technology platform that helps Americans improve their homes while
giving contractors the tools they need to grow their business. In
addition to offering intuitive financing options, Renovate America
offers industry- leading education, training and mentoring to
contractor teams in the field. For more information, visit
www.renovateamerica.com.
Important Information About the Proposed Business Combination
and Where to Find It
In connection with the proposed business combination, a
registration statement on Form S-4 (the “Form S-4”) is expected to
be filed by a newly-formed holding company (“New Pubco”) with the
SEC that will include a proxy statement of Replay Acquisition that
will also constitute a prospectus of New Pubco. 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, as well as other documents filed with the SEC 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.
Such persons can also read Replay Acquisition’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2019, for a
description of the security holdings of Replay Acquisition’s
officers and directors and their respective interests as security
holders in the consummation of the proposed business combination.
When available, the definitive proxy statement/prospectus 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 such documents,
without charge, once available, at the SEC’s website at
www.sec.gov, or by directing a request to: Replay Acquisition
Corp., 767 Fifth Avenue, 46th Floor, New York, New York 10153, or
info@replayacquisition.com.
Participants in the Solicitation
Replay Acquisition, Finance of America, New Pubco and their
respective directors, executive officers and other members of their
management and employees, under SEC rules, may be deemed to be
participants in the solicitation of proxies of Replay Acquisition’s
shareholders in connection with the proposed business combination.
Investors and security holders may obtain more detailed information
regarding the names, affiliations and interests of Replay
Acquisition’s directors and executive officers in Replay
Acquisition’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2019, which was filed with the SEC on March 25, 2020.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies of Replay
Acquisition’s shareholders in connection with the proposed business
combination will be set forth in the proxy statement/prospectus for
the proposed business combination when available. Information
concerning the interests of Replay Acquisition’s and Finance of
America’s participants in the solicitation, which may, in some
cases, be different than those of Replay Acquisition's and Finance
of America’s equity holders generally, will be set forth in the
proxy statement/prospectus relating to the proposed business
combination when it becomes available.
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 or waiver 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, New Pubco and/or 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 shareholders of Replay Acquisition, 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
New Pubco’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; and
(11) the possibility that Finance of America or Replay Acquisition
may be adversely affected by other economic, business, and/or
competitive factors. The foregoing list of factors is not
exclusive. Additional information concerning certain of these and
other risk factors is contained in Replay Acquisition’s most recent
filings with the SEC and will be contained in the Form S-4,
including the proxy statement/prospectus expected to be filed in
connection with the proposed business combination. All subsequent
written and oral forward-looking statements concerning Replay
Acquisition, Finance of America or New Pubco, the transactions
described herein or other matters and attributable to Replay
Acquisition, Finance of America, New Pubco or any person acting on
their behalf are expressly qualified in their entirety by the
cautionary statements above. Readers are cautioned not to place
undue reliance upon any forward-looking statements, which speak
only as of the date made. Each of Replay Acquisition, Finance of
America and New Pubco expressly disclaims any obligations or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change
in their expectations with respect thereto or any change in events,
conditions or circumstances on which any statement is based, except
as required by law.
No Offer or Solicitation
This press release is not a proxy statement or 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.
1 Statista. Home improvement market size in the United States
from 2008 to 2024.
https://www.statista.com/statistics/239753/total-sales-of-home-improvement-retailers-in-the-us/
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version on businesswire.com: https://www.businesswire.com/news/home/20210317005810/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 For Renovate
America: Nick@ReputationPartners.com
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