Filed by Replay Acquisition Corp.
pursuant to Rule 425 under the Securities
Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company:
Replay Acquisition Corp. (SEC
File No.: 001-38859)
Date: December 1, 2020
The following press release was issued
by Finance of America Equity Capital LLC on December 1, 2020.
FINANCE
OF AMERICA REPORTS PRELIMINARY THIRD QUARTER 2020 RESULTS
– Pretax Income Grew 65% From Prior
Quarter And 2020 YTD More Than Quintupled From Prior Year –
– Funded Volume Grew 10% From Prior
Quarter And 2020 YTD Increased 68% From Prior Year –
– Raises Full Year 2020 Outlook –
– Investor Call Scheduled For Tuesday, December 1, 2020 At 5:00 pm Eastern Time –
Irving, TX (December 1, 2020): Finance
of America Companies, (“Finance of America”) which is expected 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,
reported preliminary quarter ended September 30, 2020 results. Finance of America is a diversified, vertically integrated lending
platform. The Company operates in three lending segments: Forward Originations, Reverse Originations, Commercial Originations,
and two non-lending segments: Lender Services and Portfolio Management.
Third Quarter 2020 Highlights
|
·
|
Total funded volume grew 10% to $9.17 billion, compared to $8.35 billion in the prior quarter
|
|
·
|
Total net rate lock volume rose 37% to $9.29 billion, compared to $6.80 billion in the prior
quarter
|
|
·
|
Total revenues increased 30% to $605 million, compared to $465 million in the prior quarter
|
|
·
|
Pre-tax net income grew 65% to $242 million, compared to $147 million in the prior quarter
|
|
·
|
Adjusted EBITDA* was up 54% to $235 million, compared to $153 million in the prior quarter
|
Year-To-Date 2020 Highlights
|
·
|
Total funded volume increased 68% to $22.86 billion, compared to $13.63 billion in 2019
|
|
·
|
Total net rate lock volume grew 78% to $22.3 billion, compared to $12.6 billion in 2019
|
|
·
|
Total revenues rose 95% to $1.25 billion, compared to $644 million in 2019
|
|
·
|
Pre-tax net income grew 451% to $347 million, compared to $63 million in 2019
|
|
·
|
Adjusted EBITDA* improved 319% to $423 million, compared to $101 million in 2019
|
*See reconciliation of Adjusted EBITDA
to Pre-tax net income on Page 6.
“Finance of America’s outstanding
third quarter and year-to-date results that have more than quintupled over the prior year demonstrate the power of our diversified
lending platform,” stated Patricia Cook, CEO of Finance of America. “Furthermore, our platform continues to benefit
from the significant and persistent low interest rates in our forward originations segment. In addition, our other four segments
are well positioned for further growth. I want to express my immense gratitude to the team members of Finance of America for their
tireless efforts and exceptional ongoing performance. Beyond our accomplishments to date, the entire organization is even more
excited to build on value we are creating for all our stakeholders.”
Third Quarter Financial Summary
($ amounts in millions)
|
|
Q3’20
|
|
|
Q2’20
|
|
|
Variance
(%)
Q3’20 vs
Q2'20
|
|
|
YTD
Q3’20
|
|
|
YTD
Q3’19
|
|
|
Variance
(%)
YTD Q3’20 vs YTD Q3’19
|
|
Funded
volume
|
|
|
9,170
|
|
|
|
8,353
|
|
|
|
10
|
%
|
|
|
22,857
|
|
|
|
13,633
|
|
|
|
68
|
%
|
Net
rate lock volume
|
|
|
9,286
|
|
|
|
6,801
|
|
|
|
37
|
%
|
|
|
22,303
|
|
|
|
12,551
|
|
|
|
78
|
%
|
Total
revenue
|
|
|
605
|
|
|
|
465
|
|
|
|
30
|
%
|
|
|
1,258
|
|
|
|
644
|
|
|
|
95
|
%
|
Total
expenses
|
|
|
362
|
|
|
|
319
|
|
|
|
13
|
%
|
|
|
911
|
|
|
|
581
|
|
|
|
57
|
%
|
Pre-tax
net income
|
|
|
242
|
|
|
|
147
|
|
|
|
65
|
%
|
|
|
347
|
|
|
|
63
|
|
|
|
451
|
%
|
Net
income
|
|
|
242
|
|
|
|
146
|
|
|
|
66
|
%
|
|
|
345
|
|
|
|
61
|
|
|
|
466
|
%
|
Adjusted
EBITDA(1)
|
|
|
235
|
|
|
|
153
|
|
|
|
54
|
%
|
|
|
423
|
|
|
|
101
|
|
|
|
319
|
%
|
Gain
on sale margin, Forward originations only
|
|
|
4.69
|
%
|
|
|
4.19
|
%
|
|
|
12
|
%
|
|
|
4.21
|
%
|
|
|
3.30
|
%
|
|
|
28
|
%
|
|
(1)
|
Reflects updated year-to-date information. See reconciliation of Adjusted EBITDA to Pre-tax
net income on Page 6.
|
Discussion
of Third Quarter 2020 Results:
|
·
|
Earned a record $242 million, an increase of 65% over the prior quarter, and $347 million year-to-date,
an increase of more than five times the prior year.
|
|
·
|
Benefited from record origination volume of $9,170 million (funded volume) and $9,286 million
(net lock volume) and continuing strong gain on sale margins.
|
|
·
|
Successfully resumed Commercial Originations with strong market response and growth.
|
|
·
|
Completed nine asset securitizations in Portfolio Management segment for $2,650 million through
October 2020, including non-agency reverse mortgage, rehab/construction commercial loans and HECM buyout loans.
|
Balance Sheet Highlights
($ amounts in millions)
|
|
September 30,
2020
|
|
|
December 31,
2019
|
|
Cash and cash equivalents
|
|
|
205
|
|
|
|
118
|
|
Total Assets
|
|
|
19,022
|
|
|
|
16,584
|
|
Total Liabilities
|
|
|
18,008
|
|
|
|
15,913
|
|
CRNCI and Member’s Equity
|
|
|
1,014
|
|
|
|
671
|
|
|
·
|
Cash and cash equivalents increased $87 million.
|
|
·
|
Total assets and liabilities have grown $2,438 million and $2,095 million, respectively, during
2020 primarily as a result of the growth in our mortgage loans held for sale and related interest-rate lock pipeline of $741 million
and securitized mortgage loans held for investment of $1,670 million.
|
|
·
|
Retention of originated mortgage servicing rights (MSRs) portfolio increased by $98 million
during 2020. Increases in these assets were partially offset by a reduction in unsecuritized loans held for investment of $430
million.
|
|
·
|
Combined CRNCI (Contingently Redeemable Noncontrolling Interest) and Member’s Equity grew
$343 million through September 2020 primarily as a result of $345 million of net income for the year.
|
Segment Results
Forward Originations
The Forward Originations segment generates
revenue through fee income from loan originations and gain on sale of mortgage loans into the secondary market.
($ amounts in millions)
|
|
Q3’20
|
|
|
Q2’20
|
|
|
Variance
(%)
Q3’20 vs
Q2’20
|
|
|
YTD
Q3’20
|
|
|
YTDQ3’19
|
|
|
Variance
(%)
YTD Q3’20 vs YTD Q3’19
|
|
Funded volume
|
|
|
8,454
|
|
|
|
7,582
|
|
|
|
12
|
%
|
|
|
20,257
|
|
|
|
10,997
|
|
|
|
84
|
%
|
Net rate lock volume
|
|
|
9,286
|
|
|
|
6,801
|
|
|
|
37
|
%
|
|
|
22,303
|
|
|
|
12,551
|
|
|
|
78
|
%
|
Revenue
|
|
|
444
|
|
|
|
333
|
|
|
|
33
|
%
|
|
|
925
|
|
|
|
383
|
|
|
|
142
|
%
|
Gain on sale margin
|
|
|
4.69
|
%
|
|
|
4.19
|
%
|
|
|
12
|
%
|
|
|
4.21
|
%
|
|
|
3.30
|
%
|
|
|
28
|
%
|
Pre-tax net income
|
|
|
204
|
|
|
|
117
|
|
|
|
74
|
%
|
|
|
331
|
|
|
|
18
|
|
|
|
1739
|
%
|
|
·
|
Produced record originations of $8,454 million (funded volume) and $9,286 million (net rate
lock volume) and pre-tax net income of $204 million during the third quarter. Pre-tax earnings grew 74% sequentially over the prior
quarter.
|
|
·
|
Year to date, funded volume has grown 84% and net rate lock volume has increased 78% compared
to the prior year. Pre-tax net income of $331 million through September 30 has grown over eighteen times compared to prior year.
|
|
·
|
Growth in segment profitability has been a function of the overall robust mortgage market as
well as increased gain on sale margins and Company productivity.
|
Reverse Originations
The Reverse Originations segment generates
revenue and earnings in the form of net origination gains and origination fees earned on the origination of reverse mortgage loans.
($ amounts in millions)
|
|
Q3’20
|
|
|
Q2’20
|
|
|
Variance (%)
Q3’20
vs
Q2’20
|
|
|
YTD Q3’20
|
|
|
YTD Q3’19
|
|
|
Variance (%)
YTD
Q3’20 vs YTD Q3’19
|
|
Funded volume
|
|
|
626
|
|
|
|
770
|
|
|
|
-19
|
%
|
|
|
2,052
|
|
|
|
1,801
|
|
|
|
14
|
%
|
Revenue
|
|
|
49
|
|
|
|
55
|
|
|
|
-11
|
%
|
|
|
139
|
|
|
|
108
|
|
|
|
29
|
%
|
Pre-tax net income
|
|
|
24
|
|
|
|
33
|
|
|
|
-27
|
%
|
|
|
74
|
|
|
|
52
|
|
|
|
42
|
%
|
|
·
|
Reverse Originations earned Pre-tax net income of $24 million during the third quarter compared
to $33 million in the prior quarter.
|
|
·
|
Year to date, funded volume grew 14% and pre-tax net income increased 42% from the prior year.
|
|
·
|
The reduction in Pre-tax net income in the third quarter corresponded primarily to lower funded
loan originations. Compared to prior year, the Reverse Originations segment benefited from higher originations and net origination
gains.
|
Commercial Originations
The Commercial Originations segment provides
business purpose lending solutions for residential real estate investors. The Commercial Originations segment generates revenue
and earnings in the form of net origination gains and origination fees earned on the origination of mortgage loans.
($ amounts in millions)
|
|
Q3’20
|
|
|
Q2’20
|
|
|
Variance (%)
Q3’20 vs
Q2’20
|
|
|
YTD Q3’20
|
|
|
YTD Q3’19
|
|
|
Variance (%)
YTD Q3’20 vs
YTD Q3’19
|
|
Funded volume
|
|
|
90
|
|
|
|
1
|
|
|
|
8900
|
%
|
|
|
548
|
|
|
|
835
|
|
|
|
-34
|
%
|
Revenue
|
|
|
5
|
|
|
|
0
|
|
|
|
500
|
%
|
|
|
24
|
|
|
|
46
|
|
|
|
-48
|
%
|
Pre-tax net income (loss)
|
|
|
-2
|
|
|
|
-6
|
|
|
|
67
|
%
|
|
|
-5
|
|
|
|
10
|
|
|
|
-150
|
%
|
|
·
|
Commercial Originations temporarily suspended loan originations in March 2020 as a result of
market uncertainty during the initial stages of the COVID-19 pandemic. Loan originations resumed in June and grew steadily in the
third quarter.
|
|
·
|
Third quarter segment results were a loss of $2 million, improving over the prior quarter when
originations were deferred.
|
Portfolio Management
The Portfolio Management segment generates revenue and earnings
in the form of gain on sale of loans, fair value gains, interest income, servicing income, fees for underwriting, advisory and
valuation services and other ancillary fees.
($ amounts in millions)
|
|
Q3’20
|
|
|
Q2’20
|
|
|
Variance (%)
Q3’20
vs
Q2’20
|
|
|
YTD Q3’20
|
|
|
YTD Q3’19
|
|
|
Variance (%)
YTD
Q3’20 vs YTD Q3’19
|
|
Assets under management
|
|
|
16,639
|
|
|
|
16,145
|
|
|
|
3
|
%
|
|
|
16,639
|
|
|
|
14,626
|
|
|
|
14
|
%
|
Revenue
|
|
|
42
|
|
|
|
39
|
|
|
|
8
|
%
|
|
|
31
|
|
|
|
49
|
|
|
|
-37
|
%
|
Pre-tax net income (loss)
|
|
|
19
|
|
|
|
18
|
|
|
|
6
|
%
|
|
|
-30
|
|
|
|
5
|
|
|
|
-700
|
%
|
|
·
|
Assets under management grew $494 million compared to the prior quarter as a result of growth
in retained reverse mortgage and commercial investor loans, resulting in an 8% growth in revenue.
|
|
·
|
Year-to-date revenue and pre-tax net income decreased from the prior year due to fair value
adjustments on loans and securities held for investment.
|
Lender Services
The Lender Services business generates
revenue and earnings in the form of fees. Lender Services supports over 1,000 third party clients across the lending industry.
($ amounts in millions)
|
|
Q3’20
|
|
|
Q2’20
|
|
|
Variance (%)
Q3’20
vs
Q2’20
|
|
|
YTD Q3’20
|
|
|
YTD Q3’19
|
|
|
Variance (%)
YTD
Q3’20 vs YTD Q3’19
|
|
Revenue
|
|
|
53
|
|
|
|
44
|
|
|
|
20
|
%
|
|
|
139
|
|
|
|
79
|
|
|
|
76
|
%
|
Pre-tax net income
|
|
|
8
|
|
|
|
5
|
|
|
|
60
|
%
|
|
|
15
|
|
|
|
4
|
|
|
|
275
|
%
|
|
·
|
The Lenders Services segment earned $8 million during the third quarter primarily as a result
of strong title agency and underwriting revenue and seasonal growth in student loan fulfillment earnings.
|
|
·
|
Year-to-date pre-tax net income increased 275% over prior year as a result of strong title agency
and underwriting revenue related to the overall robust mortgage market.
|
Reconciliation to GAAP:
($ amounts in millions)
|
|
Q3’20
|
|
|
Q2’20
|
|
|
YTD Q3’20
|
|
|
YTD Q3’19
|
|
Pre-tax net income
|
|
|
242
|
|
|
|
147
|
|
|
|
347
|
|
|
|
63
|
|
Adjustments for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of loans and securities HFI due to market/model assumption changes
|
|
|
-17
|
|
|
|
0
|
|
|
|
54
|
|
|
|
18
|
|
Interest expense on non-funding debt
|
|
|
0
|
|
|
|
2
|
|
|
|
3
|
|
|
|
2
|
|
Depreciation, amortization, and other impairments
|
|
|
2
|
|
|
|
2
|
|
|
|
7
|
|
|
|
6
|
|
Other fair value adjustments on earnouts
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Shared based compensation
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3
|
|
Change in fair value of minority investments
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-1
|
|
Certain non-recurring costs
|
|
|
8
|
|
|
|
2
|
|
|
|
12
|
|
|
|
10
|
|
Adjusted EBITDA
|
|
|
235
|
|
|
|
153
|
|
|
|
423
|
|
|
|
101
|
|
2020 Outlook
Based on current business conditions, origination
trends and other factors, the Company is raising its previously provided 2020 pre-tax net income outlook to now range from $435
million to $495 million, from $393 million and adjusted EBITDA to range from $535 million to $565 million from $478 million.
Finance of America Equity Capital LLC
and Subsidiaries
Consolidated Statements of Financial
Position
(Amounts in $000s)
|
|
09/30/2020
|
|
|
12/31/2019
|
|
|
|
(unaudited)
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
205,444
|
|
|
$
|
118,083
|
|
Restricted cash
|
|
|
308,311
|
|
|
|
264,581
|
|
Reverse mortgage loans held for investment, subject to HMBS obligations, at fair value
|
|
|
9,811,263
|
|
|
|
9,480,504
|
|
Mortgage loans held for investment, subject to nonrecourse debt, at fair value
|
|
|
5,180,911
|
|
|
|
3,511,212
|
|
Mortgage loans held for investment, at fair value
|
|
|
984,475
|
|
|
|
1,414,073
|
|
Mortgage loans held for sale, at fair value
|
|
|
1,893,555
|
|
|
|
1,251,574
|
|
Debt securities, at fair value
|
|
|
13,368
|
|
|
|
114,701
|
|
Mortgage servicing rights, at fair value
|
|
|
100,539
|
|
|
|
2,600
|
|
Derivative assets, at fair value
|
|
|
114,563
|
|
|
|
15,553
|
|
Fixed assets and leasehold improvements, less accumulated depreciation and amortization
|
|
|
25,784
|
|
|
|
26,686
|
|
Goodwill
|
|
|
121,754
|
|
|
|
121,137
|
|
Intangible assets, net
|
|
|
16,855
|
|
|
|
18,743
|
|
Due from related parties
|
|
|
1,171
|
|
|
|
2,814
|
|
Other assets
|
|
|
244,023
|
|
|
|
241,840
|
|
Total Assets
|
|
$
|
19,022,016
|
|
|
$
|
16,584,101
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
HMBS related obligations, at fair value
|
|
$
|
9,662,342
|
|
|
$
|
9,320,209
|
|
Nonrecourse debt, at fair value
|
|
|
5,064,324
|
|
|
|
3,490,196
|
|
Other secured lines of credit
|
|
|
2,924,269
|
|
|
|
2,749,413
|
|
Payables and accrued liabilities
|
|
|
356,929
|
|
|
|
326,176
|
|
Notes payable
|
|
|
145
|
|
|
|
27,313
|
|
Total Liabilities
|
|
|
18,008,009
|
|
|
|
15,913,307
|
|
|
|
|
|
|
|
|
|
|
CRNCI
|
|
|
165,022
|
|
|
|
187,981
|
|
Member's equity
|
|
|
848,985
|
|
|
|
482,813
|
|
Total Liabilities, CRNCI and Member's Equity
|
|
$
|
19,022,016
|
|
|
$
|
16,584,101
|
|
Finance of America Equity Capital LLC
and Subsidiaries
Consolidated Statements of Operations
(Amounts in $000s)
|
|
Three Months
|
|
|
Three Months
|
|
|
Nine Months
|
|
|
Nine Months
|
|
|
|
09/30/2020
|
|
|
06/30/2020
|
|
|
09/30/2020
|
|
|
09/30/2019
|
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
REVENUES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on mortgage loans held for sale, net
|
|
$
|
407,926
|
|
|
$
|
298,291
|
|
|
$
|
836,901
|
|
|
$
|
342,514
|
|
Net fair value gains on mortgage loans and related obligations
|
|
|
95,955
|
|
|
|
112,303
|
|
|
|
221,638
|
|
|
|
236,891
|
|
Fee income
|
|
|
116,905
|
|
|
|
76,627
|
|
|
|
263,488
|
|
|
|
140,522
|
|
Net interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
9,937
|
|
|
|
11,507
|
|
|
|
29,615
|
|
|
|
27,073
|
|
Interest expense
|
|
|
(25,935
|
)
|
|
|
(33,298
|
)
|
|
|
(93,165
|
)
|
|
|
(103,072
|
)
|
Net interest expense
|
|
|
(15,998
|
)
|
|
|
(21,791
|
)
|
|
|
(63,550
|
)
|
|
|
(75,999
|
)
|
Total Revenues
|
|
|
604,788
|
|
|
|
465,430
|
|
|
|
1,258,477
|
|
|
|
643,928
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries, benefits and related expenses
|
|
|
240,381
|
|
|
|
230,275
|
|
|
|
615,034
|
|
|
|
378,420
|
|
Occupancy, equipment rentals and other office related expenses
|
|
|
8,184
|
|
|
|
7,208
|
|
|
|
22,795
|
|
|
|
23,358
|
|
General and administrative expenses
|
|
|
113,804
|
|
|
|
81,214
|
|
|
|
273,584
|
|
|
|
179,630
|
|
Total Expenses
|
|
|
362,369
|
|
|
|
318,697
|
|
|
|
911,413
|
|
|
|
581,408
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income before taxes
|
|
|
242,419
|
|
|
|
146,733
|
|
|
|
347,064
|
|
|
|
62,520
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes
|
|
|
808
|
|
|
|
448
|
|
|
|
1,574
|
|
|
|
1,206
|
|
Net income
|
|
|
241,611
|
|
|
|
146,285
|
|
|
|
345,490
|
|
|
|
61,314
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CRNCI
|
|
|
(4,953
|
)
|
|
|
(2,619
|
)
|
|
|
(22,959
|
)
|
|
|
16,518
|
|
Noncontrolling interest
|
|
|
276
|
|
|
|
570
|
|
|
|
1,076
|
|
|
|
540
|
|
Net income attributable to FOA Equity Capital LLC
|
|
$
|
246,288
|
|
|
$
|
148,335
|
|
|
$
|
367,373
|
|
|
$
|
44,256
|
|
Finance of America Equity Capital LLC
and Subsidiaries
Consolidated Statement of Changes in
Member's Equity
(Amounts in $000s)
|
|
Member's Equity
|
|
|
NC Interests
|
|
|
AOCI
|
|
|
Total
|
|
Balance at December 31, 2019
|
|
$
|
482,719
|
|
|
$
|
145
|
|
|
$
|
(51
|
)
|
|
$
|
482,813
|
|
Net Income
|
|
|
367,373
|
|
|
|
1,076
|
|
|
|
-
|
|
|
|
368,449
|
|
Member contributions
|
|
|
502
|
|
|
|
-
|
|
|
|
-
|
|
|
|
502
|
|
Member distributions
|
|
|
(1,804
|
)
|
|
|
(1,012
|
)
|
|
|
-
|
|
|
|
(2,816
|
)
|
Foreign currency translation
|
|
|
-
|
|
|
|
-
|
|
|
|
37
|
|
|
|
37
|
|
Balance at September 30, 2020
|
|
$
|
848,790
|
|
|
$
|
209
|
|
|
$
|
(14
|
)
|
|
$
|
848,985
|
|
Webcast and 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.
The conference call will be made available
in the Investors section of the Company's website at https://www.financeofamerica.com/. To listen to a live broadcast,
go to the site at least 15 minutes prior to the scheduled start time in order to register.
The conference call can also 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 investors
section of the Company's website at https://www.financeofamerica.com/investors/.
About Finance of America
Finance of America is a diversified, vertically
integrated 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 shareholders 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 due to market or model assumption changes, 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 due to market or model assumption changes, 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.
Contacts:
For Finance of America Media: pr@financeofamerica.com
For Finance of America Investor Relations: ir@financeofamerica.com
For Replay Acquisition Corp.: info@replayacquisition.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”) has been filed by Finance of America Companies
Inc., a newly-formed holding company (“New Pubco”), with the U.S. Securities and Exchange Commission (“SEC”)
that includes a preliminary proxy statement of Replay Acquisition that also constitutes a preliminary prospectus of New Pubco.
Replay Acquisition, Finance of America and New Pubco urge investors, stockholders and other interested persons to read the Form
S-4, including the preliminary proxy statement/prospectus and amendments thereto and, when available, 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 Replay Acquisition’s stockholders 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. These documents, once available, can also be obtained,
without charge, at the SEC’s web site (http://www.sec.gov).
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 is set forth in the proxy statement/prospectus for the proposed business combination. 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, is
set forth in the proxy statement/prospectus relating to 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 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 transaction 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 New
York Stock Exchange 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,
Replay Acquisition or New Pubco 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 in the Form S-4, including the preliminary proxy statement/prospectus
filed in connection with the proposed business combination and, when available, the definitive proxy statement/prospectus. 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
and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Replay Acquisition, New Pubco
or Finance of America, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation,
or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer
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 exemptions therefrom.
Replay Acquisition (NYSE:RPLA)
Historical Stock Chart
From Jun 2024 to Jul 2024
Replay Acquisition (NYSE:RPLA)
Historical Stock Chart
From Jul 2023 to Jul 2024