Lataan loputkin tiedotteesta: Founded in 2018, Blue Water has a revenue compounded annual growth rate of 262% from 2019 to 2021. Additionally, Blue Water generated positive net income for 2020 and 20211.
Accretive Acquisition
Combining Blue Water’s digital asset capabilities with Voxtur’s proprietary data stores creates a powerful new platform that allows seamless integration and delivery of Voxtur’s core solutions with Blue Water’s advanced due diligence and data analytics.
The Acquisition is expected to:
- Be immediately accretive to Voxtur’s adjusted earnings and cash flow;
- Expand Voxtur’s influence in the U.S. secondary market; and
- Accelerate Voxtur’s transition to a pure-play technology provider in the North American mortgage market.
Voxtur has maintained a targeted approach to solve inefficiencies and create value in the lending lifecycle. This accretive Acquisition focuses on reducing costs and inefficiencies in the transacting of mortgage-backed securities. Voxtur will integrate Blue Water with its existing technology to expand the Company’s capabilities within each core business unit. The Company’s business model focuses on dynamic data analytics and strategic data investments to drive growth and meet client needs in a changing market.
“The integration of Blue Water into the Voxtur product suite strengthens our technology foothold and places us squarely in the capital markets arena," said Voxtur CEO Jim Albertelli. "The collective expertise of the Blue Water technologists, data scientists, and asset managers who seamlessly integrate technology and trading expertise creates a unique opportunity for Voxtur in the secondary mortgage market. This Acquisition will accelerate the evolution of Voxtur’s investments in technology and proprietary industry data into a resilient and dynamic growth platform.ʺ
“We are thrilled to be combining the Blue Water and Voxtur brands to provide dynamic and agile data analytic solutions to the mortgage industry. Voxtur’s expansive client base provides enormous opportunities for us as well as our clients,” said Blue Water Managing Partner Alan Qureshi. "This allows us to integrate best-in-class data, analytics, and market intelligence that will enhance our ability to deliver transparency and efficiency to our clients.”
RPC Ventures Fund I LP (“RPC”), Blue Water’s largest equity holder, lead the negotiations on behalf of the Blue Water equity holders. RPC is managed by Rice Park Capital Management LP (“Rice Park”). Commenting on the Acquisition, Nicholas Smith, Rice Park’s Chief Executive Officer, said “Blue Water has achieved significant market adoption by creating a suite of transparent and efficient digitally enabled services for buyers and sellers of MSR and loans. The Acquisition by Voxtur will expand Blue Water’s market access and provide additional value-added products and services that can be distributed through the combined platform. We are thrilled to become a shareholder of Voxtur and to explore ways for Rice Park to provide strategic value to Voxtur and Blue Water.”
Alan Qureshi will lead the newly created Voxtur Capital Markets business unit following the closing of the Acquisition.
Purchase Price
The total purchase price for the arms-length Acquisition is approximately USD$101M, subject to adjustment prior to closing, which will be satisfied by the following: USD$30M cash to be paid at closing; issuance of approximately 101M common shares of Voxtur (“Common Shares”), to be issued in equal installments each quarter for the 16 quarters following the closing; and issuance of approximately 69M Common Shares, to be issued in three equal installments, the first within 30 days of the closing and the second and third on the first and second anniversaries of the closing, respectively, in satisfaction of certain obligations of Blue Water under Long-Term Incentive Plans adopted by Blue Water in 2019 and 2022. The issuance of Common Shares in connection with the Acquisition will not result in the creation of a new Control Person (as that term is defined in the policies of the TSXV) of the Company. Voxtur has received a commitment from the Bank of Montreal to increase the total size of its credit facility by USD$30M to fund the cash consideration of the purchase price and certain transaction expenses (“Financing”).
The closing of the Acquisition is subject to the satisfaction of certain conditions, including receipt of required regulatory approvals, including the approval of the TSX Venture Exchange (“TSXV”), and expiration of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Subject to the fulfillment of these conditions, the transaction is expected to close in the third quarter of 2022. Further to the above and subject to the terms of the Agreement, if the Agreement is terminated due to the Company’s failure to obtain (a) a binding, satisfactory commitment for the Financing within 30 days following the date of the Agreement or (b) conditional approval from TSXV for the Acquisition within 60 days following the date of the Agreement, the Company is required to pay a termination fee to the sellers in the amount of 10M Common Shares (“Termination Fee”). Upon payment of the Termination Fee, the Agreement would become null and void and the parties would
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