UWM Announces Launch of Secondary Offering and Concurrent Stock Repurchase
17 November 2021 - 9:06AM
Business Wire
UWM Holdings Corporation (NYSE:UWMC) (the “Company”) today
announced that SFS Holding Corp., (“SFS”) its controlling
shareholder, intends to offer for sale in an underwritten secondary
offering 50,000,000 shares of the Company’s Class A common stock
(the “Class A Common Stock”), pursuant to a registration statement
filed by UWM Holdings with the U.S. Securities and Exchange
Commission (the “SEC”). No shares are being sold by UWM. SFS will
receive all of the proceeds from this offering.
In addition, the Company announced that, concurrently with the
pricing of the offering, it intends to utilize $100 million of its
existing $300 million stock repurchase program to purchase, through
its subsidiary UWM Holdings LLC, an incremental $100 million of
SFS’s equity interests in the Company (which are convertible on a
one for one basis into shares of Class A Common Stock) at a price
per share equal to the price at which the underwriter will purchase
the shares from SFS in the offering (the “Concurrent Buyback”). The
terms and conditions of the Concurrent Buyback were reviewed and
approved by the Company’s Audit Committee, acting as a special
committee of the Company’s board of directors comprised of
independent and disinterested directors. The Company intends to
fund the Concurrent Buyback from existing cash on hand. The
underwriters will not receive any compensation for the equity
interests being repurchased by the Company.
J.P. Morgan and BofA Securities are acting as joint lead
book-running managers in the offering.
A registration statement on Form S-1 relating to these
securities has been filed with the SEC, but has not yet become
effective. These securities may not be sold, nor may offers to buy
be accepted, prior to the time that the registration statement
becomes effective. This press release shall not constitute an offer
to sell or a solicitation of an offer to buy these securities, nor
shall there be any sale of these 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 any such state or jurisdiction.
The offering of these securities will be made only by means of a
prospectus supplement and accompanying prospectus. Copies of the
preliminary prospectus supplement and accompanying prospectus for
the offering may be obtained from J.P. Morgan Securities, LLC, c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
New York 11717, telephone: 1-212-834-4533 or BofA Securities,
NC1-004-03-43; 200 North College Street, 3rd Floor, Charlotte,
North Carolina 28255-0001, Attention: Prospectus Department or by
email at dg.prospectus_requests@bofa.com. You may also obtain these
and the other documents referred to above for free by visiting the
SEC's website at www.sec.gov.
About UWM Holdings Corporation and United Wholesale
Mortgage
Headquartered in Pontiac, Michigan, UWM Holdings Corporation is
the publicly traded indirect parent of United Wholesale Mortgage,
LLC (“UWM”). UWM is the largest wholesale mortgage lender in the
United States, originating mortgage loans exclusively through the
wholesale channel. With a culture of continuous innovation of
technology and enhanced client experience, we lead our market by
building upon our proprietary and exclusively licensed technology
platforms, superior service and focused partnership with the
independent mortgage broker community. UWM focuses on providing
highly efficient, accurate and expeditious lending support. We
originate primarily conforming and government loans across all 50
states and the District of Columbia.
Forward Looking Statements
This press release includes forward-looking statements regarding
the offering of the Shares by SFS and the Concurrent Buyback.
Forward-looking statements include statements identified by terms
such as “expect,” “anticipate,” “believe,” “outlook,” “may,”
“should,” “target” or similar terms and variations thereof. These
forward-looking statements may be affected by risks and
uncertainties in the Company’s business and market conditions. The
Company wishes to caution readers that certain important factors
may have affected and could in the future affect UWM's actual
results and could cause the Company’s actual results for subsequent
periods to differ materially from those expressed in any
forward-looking statement made by or on behalf of the Company,
including the risk that the offering of the shares of Class A
Common Stock by SFS or the Concurrent Buyback cannot be
successfully completed. The Company undertakes no obligation to
update forward-looking statements to reflect events or
circumstances after the date hereof.
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version on businesswire.com: https://www.businesswire.com/news/home/20211116006391/en/
INVESTOR CONTACT MATT ROSLIN InvestorRelations@uwm.com
MEDIA CONTACT NICOLE YELLAND Media@uwm.com
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