Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the Business Combination Agreement, as described in more detail
below, (a)
Following the consummation of the transactions contemplated by the Business
Combination Agreement (the "Closing"), the Company will be organized in an
"Up-C" structure in which all of the business of UWM will be held directly by
Each UWM Class B Common Unit to be held by
Upon the Closing, the Company will change its name to
The Business Combination Agreement and the transactions contemplated thereby
were unanimously approved by the Board of Directors of the Company (the "Board")
on
The Business Combination Agreement
Capitalized terms used but not otherwise defined in this description of the Business Combination Agreement have the meanings ascribed to such terms in the Business Combination Agreement.
Transaction Consideration
At the Closing, a series of transactions will occur, including the following:
(a)
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In addition to the consideration to be paid at the Closing,
Representations, Warranties and Covenants
The parties to the Business Combination Agreement have made representations, warranties and covenants that are customary for transactions of this nature. The representations and warranties of the respective parties to the Business Combination Agreement will not survive the Closing. The covenants of the respective parties to the Business Combination Agreement will also not survive the Closing, except for those covenants that by their terms expressly apply in whole or in part after the Closing.
Conditions to Consummation of the Transaction
Consummation of the transactions contemplated by the Business Combination
Agreement is subject to customary closing conditions, including approval by the
Company's stockholders and the receipt of certain state and federal regulatory
approvals, each as set forth in the Business Combination Agreement. In addition,
the obligations of
Termination
The Business Combination Agreement may be terminated at any time prior to the
Closing (whether before or after the required Company stockholder vote has been
obtained) by written consent of the Company,
The foregoing description of the Business Combination Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by the terms and conditions of the Business Combination Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The Business Combination Agreement contains . . .
Item 3.02 Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K (this "Current Report") is incorporated by reference herein. The shares of Class A Common Stock and Class D Common Stock to be issued in connection with the Business Combination Agreement and the transactions contemplated thereby, including the Private Placement, will not be registered under the Securities Act, and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering.
Item 8.01 Other Events.
On
Attached as Exhibit 99.2 and incorporated by reference herein is the investor
presentation dated
Additional Information about the Transactions and Where to Find It
The Company intends to file with the
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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
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,
conditions or results, and involve a number of known and unknown risks,
uncertainties, assumptions and other important factors, many of which are
outside the Company's or UWM's management's control, that could cause actual
results to differ materially from the results discussed in the forward-looking
statements. These risks, uncertainties, assumptions and other important factors
include, but are not limited to: (a) UWM's financial and operational projections
for 2020, 2021 and 2022 as well as its expectations and beliefs regarding
(i) future expectations for growth, including its 2020 pace of loan
originations, (ii) the advantages of the wholesale channel, (iii) UWM's ability
to implement its corporate strategy and the impact of such strategy on its
future operational and financial results of operation, (iv) UWM's expectations
for industry growth and trends, in the wholesale mortgage market and in the
mortgage industry generally, (v) UWM's ability to succeed in various interest
rate environments and the impact of the current low-rate environment on loan
originations, (vi) UWM's evaluation of competition in its markets and its
relative position, (vii) the scalability of the UWM business model and the
impact of scale on its future financial and operational results and (viii) the
characteristics of the MSR secondary market; (b) the occurrence of any event,
change or other circumstances that could give rise to the termination of the
Business Combination Agreement and the proposed business combination
contemplated thereby; (c) the inability to complete the business combination
contemplated by the Business Combination Agreement due to the failure to obtain
approval of the stockholders of the Company or other conditions to closing in
the Business Combination Agreement; (d) the ability to meet Nasdaq's listing
standards following the consummation of the business combination contemplated by
the Business Combination Agreement; (e) the inability to complete the Private
Placement; (f) the risk that the proposed business combination disrupt current
plans and operations of UWM or its subsidiaries as a result of the announcement
and consummation of the proposed business combination; (g) the ability to
recognize the anticipated benefits of the proposed business combination;
(h) costs related to the proposed business combination; (i) changes in
applicable laws or regulations; (j) the possibility that UWM may be adversely
affected by other economic, business and/or competitive factors; and (k) other
risks and uncertainties indicated from time to time in the proxy statement to be
filed by the Company in connection with the Special Meeting, including those
under "Risk Factors" therein, and other documents filed or to be filed with the
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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 2.1* Business Combination Agreement, dated as ofSeptember 22, 2020 , by and amongGores Holdings IV, Inc. ,United Shore Financial Services, LLC ,UWM Holdings, LLC andSFS Holding Corp. 10.1 Individual Investors Subscription Agreement. 10.2 Institutional Investors Subscription Agreement 99.1 Press Release issued by the Company onSeptember 23, 2020 . 99.2 Investor Presentation of the Company datedSeptember 23, 2020 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* The schedules to this Exhibit have been omitted. The Company agrees to furnish
supplementally a copy of any omitted schedule to the
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