Item 8.01 Other Events.
On
As previously reported, on
Additional Information about the Proposed Business Combination and Where to Find It
On
Participants in Solicitation
The Company, UWM and their respective directors and officers may be deemed
participants in the solicitation of proxies of Company stockholders in
connection with the proposed business combination. Company stockholders and
other interested persons may obtain, without charge, more detailed information
regarding the directors and officers of the Company in the Company's Annual
Report on Form 10-K for the fiscal year ended
2
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Forward Looking Statements
This Current Report may contain a number of "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include information concerning the Company or UWM's possible or assumed future results of operations, business strategies, debt levels, competitive position, industry environment, potential growth opportunities and the effects of regulation, including whether this transaction will generate returns for stockholders. These forward-looking statements are based on the Company's or UWM's management's current expectations, estimates, projections and beliefs, as well as a number of assumptions concerning future events. When used in this Current Report, the words "estimates," "projected," "expects," "anticipates," "forecasts," "plans," "intends," "believes," "seeks," "may," "will," "should," "future," "propose" and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements.
These forward-looking statements are not guarantees of future performance and
involve a number of known and unknown risks, uncertainties, assumptions and
other important factors, many of which are outside UWM's management's control,
that could cause actual results to differ materially from the results discussed
in the forward-looking statements. With respect to forward looking statements
relating to the consummation of the proposed business combination, these risks
include, but are not limited to: (a) the occurrence of any event, change or
other circumstances that could give rise to the termination of the Business
Combination Agreement, the failure to obtain approval of the stockholders of the
Company, the failure to receive required regulatory approval; (b) the ability to
meet Nasdaq's listing standards; (c) UWM's reliance on its warehouse facilities
and the risk of a decrease in the value of the collateral underlying certain of
its facilities causing an unanticipated margin call; (d) UWM's ability to sell
loans in the secondary market; (e) UWM's dependence on the government sponsored
entities such as Fannie Mae and Freddie Mac; (f) the risk that an increase in
the value of the MBS UWM sells in forward markets to hedge its pipeline may
result in an unanticipated margin call; (g) UWM's inability to continue to grow,
or to effectively manage the growth of, its loan origination volume; (h) UWM's
ability to continue to attract and retain its Independent Mortgage Advisor
relationships; and (i) other risks and uncertainties indicated from time to time
in the preliminary proxy statement filed by the Company in connection with the
Company's solicitation of proxies for the Special Meeting, including those under
"Risk Factors" therein, and other documents filed or to be filed with the
Forward-looking statements included in this Current Report speak only as of the
date of this Current Report. Except as required by law, neither the Company nor
UWM undertakes any obligation to update or revise its forward-looking statements
to reflect events or circumstances after the date of this release. Additional
risks and uncertainties are identified and discussed in the Company's reports
filed with the
Disclaimer
This communication is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed business combination or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Exhibit 99.1 Press Release datedNovember 6, 2020 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
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