Finance of America Equity Capital, a lending and services platform that is backed by Blackstone, and Replay Acquisition Corp, a blank check company, have agreed to merge. As a result, Finance of America will go public with a $1.9 billion valuation. At the closing of the merger, institutional investors have committed $250 million in the combined company.
IRVING, TX & NEW YORK–(BUSINESS WIRE)–Finance of America Equity Capital LLC (“Finance of America” or the “Company”), an end-to-end lending and services platform, and Replay Acquisition Corp. (NYSE: RPLA) (“Replay Acquisition”), a publicly traded special purpose acquisition company, agreed to a business combination that will result in Finance of America becoming a publicly listed company.
Finance of America seamlessly connects borrowers with investors. The Company operates in four large and growing markets including Mortgage, Reverse Mortgage, Commercial Real Estate, and Fixed Income Investing, with each supported by powerful structural tailwinds such as low interest rates, underserved markets, fragmented competition, constructive demographic trends, and favorable supply and demand imbalances, which lower volatility and create stable, growing earnings.
Finance of America’s multiproduct line-up is broadly distributed through retail locations, loan officers, and a third-party origination network and powered by a differentiated end-to-end digital platform, providing jobs to over 5,000 employees globally. Beyond product offerings, the Company offers ancillary services to its partners and to enhance the customer experience, resulting in incremental fee income. Furthermore, the Company’s capital markets and portfolio management capabilities inform product innovation, optimize execution, and allow for selective retention of assets while delivering superior risk-adjusted returns to investors.
“We have built an integrated lending platform which seamlessly connects borrowers with investors. Our platform is product agnostic, with the ability to shift our focus and resources as the opportunity set changes. We have also driven product innovation across sectors complemented by successful acquisitions to broaden product capabilities, distribution reach, and customer sets resulting in growing, cycle-resistant earnings,” said Brian Libman, Chairman and Founder of Finance of America. “We look to further expand our capabilities to serve the full range of borrower needs and achieve investor goals while continuing to produce sustainable earnings growth.”
“Finance of America is a unique, highly differentiated platform offering a broad suite of products across a multi-channel distribution network. The Company remains well positioned to continue to generate growth by capitalizing on secular macro trends and mobilizing resources to take advantage of market opportunities,” said Edmond Safra, Co-CEO of Replay Acquisition. Mr. Safra’s partners on the transaction include Lance West, former Senior Managing Director of Centerbridge Partners and former Chairman & CEO of Centerbridge Partners Europe.
The guiding principle of “Customers First, Last and Always” has helped drive Finance of America’s success. Initiatives include the Finance of America Foundation in partnership with former Congressman Barney Frank providing support, education and relief to distressed borrowers, and Finance of America Cares, a nonprofit organization created in partnership with employees to serve local community needs.
“Becoming a public company is an important milestone for Finance of America and provides further access to capital via the public markets over time,” added Patricia Cook, Chief Executive Officer of Finance of America. “We look forward to accelerating our growth across cycles as we increasingly leverage our complementary portfolio of businesses, differentiated technology capabilities, and a capital-light model with fully integrated capabilities.”
Menes Chee, Senior Managing Director at Blackstone, said: “Blackstone is proud to have supported the Company’s significant growth since its founding — becoming a leader and innovator in the market. Moving forward as a public company, we believe Finance of America is poised for continued success together with its new investment partners and exceptional management team.”
Key Transaction Terms
The transaction implies an equity valuation at closing for the combined company of $1.9 billion. Top-tier institutional investors have committed to invest $250 million in the form of a PIPE at a price of $10.00 per share of the combined company’s Class A common stock immediately prior to the closing of the transaction. Estimated cash proceeds will consist of the PIPE in addition to Replay Acquisition’s $288 million of cash in trust, subject to redemptions.
It is anticipated that the combined company will begin with a minimum of $250 million of cash and cash equivalents.
Pro forma for the transaction, assuming no redemptions by Replay Acquisition’s public shareholders, Management, entities managed by Finance of America’s founder and funds managed by Blackstone Tactical Opportunities will own approximately 70% of the combined company. Over half of the sponsor’s founder shares of Replay Acquisition will be deferred and subject to share price hurdles.
The Board of Directors of Replay Acquisition and the Board of Finance of America’s parent company have unanimously approved the transaction. The transaction will require the approval of the shareholders of Replay Acquisition, and is subject to other customary closing conditions, including the receipt of certain regulatory approvals.
The transaction is expected to close in the first half of 2021.
Simpson Thacher & Bartlett LLP is acting as legal advisor to Finance of America.
Credit Suisse Securities (USA) LLC is acting as capital markets advisor to Replay Acquisition. Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC served as lead placement agents and Credit Suisse Securities (USA) LLC served as placement agent for the PIPE. Greenberg Traurig, LLP is acting as legal advisor to Replay Acquisition.
Investor Conference Call/Webcast Information
Finance of America and Replay Acquisition will host a joint investor conference call and webcast to discuss the proposed transaction today, October 13, 2020 at 8:00 am ET.
To listen to the prepared remarks, please visit https://www.retailroadshow.com/?link=financeofamerica or dial 1-844-385-9713 (U.S.) or 1-678-389-4980 (International). A telephone replay will be available at 1-844-385-9713 (U.S.) or 1-678-389-4980 (International), replay pin number: 52917.
Replay Acquisition will file an investor presentation relating to the proposed transaction with the U.S. Securities and Exchange Commission (the “SEC”) as an exhibit to a Current Report on Form 8-K prior to the call, which will be available on the SEC’s website at www.sec.gov.
About Finance of America
Finance of America is an end-to-end consumer lending and services platform which seamlessly connects borrowers with investors. 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 our business partners and 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 has an industry leading list of strategic and capital partners including funds managed by The Blackstone Group Inc., the leading global asset manager. 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
Blackstone is one of the world’s leading investment firms. We seek to create positive economic impact and long-term value for our investors, the companies we invest in, and the communities in which we work. We do this by using extraordinary people and flexible capital to help companies solve problems. Our $564 billion in assets under management include investment vehicles focused on private equity, real estate, public debt and equity, life sciences, growth equity, opportunistic, non-investment grade credit, real assets and secondary funds, all on a global basis. Further information is available at www.blackstone.com. Follow Blackstone on Twitter @Blackstone.
About Blackstone Tactical Opportunities
Tactical Opportunities (Tac Opps) is Blackstone’s opportunistic investment platform. The Tac Opps team invests globally across asset classes, industries and geographies, seeking to identify and execute on attractive, differentiated investment opportunities. As part of the strategy, the team leverages the intellectual capital across Blackstone’s various businesses while continuously optimizing its approach in the face of ever-changing market conditions.