- Unifund leverages its proprietary data science technology,
analytics, and machine learning for acquiring and servicing
consumer debt receivables to optimize the lifetime value of
borrowers.
- Everest believes Unifund is an attractive target due to the
combination of its profitability and attractive growth
prospects.
- Based on our current assumptions, including assuming Everest
retains $60 million in its trust account, the pro forma enterprise
value of the combined company is estimated to be approximately $232
million.
- Everest’s trust account will be supported via a 1.5 million
share bonus pool.
- Everest intends to solicit warrant holder approval to amend the
terms of Everest’s public warrants so that each public warrant will
be convertible into the right to receive a cash payment of $0.50
upon the closing of the business combination in an effort to create
a cleaner capital structure for the combined company.
- Existing shareholders of Unifund will roll 100% of their equity
holdings.
- The transaction is expected to close as early as Q3 2023.
As previously disclosed, Everest Consolidator Acquisition
Corporation (NYSE: MNTN) (“Everest”), a special purpose acquisition
company, and Everest Consolidated Sponsor, LLC have entered into a
definitive business combination agreement with Unifund Financial
Technologies, Inc., Unifund Holdings, LLC and USV, LLC
(collectively, “Unifund”), a group of data science and analytics
companies operating within the consumer debt servicing industry.
Upon closing of the transaction, the combined company will adopt
the name “Unifund Financial Technologies, Inc.” and is expected to
be listed on Nasdaq under the ticker symbol “UFND.”
Everest’s Chairman and CEO, Adam Dooley, stated: “We are
pleased to announce our strategic partnership with Unifund, a
leading data science and analytics firm at the forefront of
innovation in the consumer debt servicing arena. We believe that
Unifund’s exceptional combination of strong profitability and
attractive growth prospects positions it as an outstanding
investment opportunity for our SPAC, reflecting our commitment to
providing transformational growth capital and operational expertise
to exceptional companies in the financial services
industry.”
Company Overview
Established in 1986 by David Rosenberg, Unifund leverages its
proprietary technology, analytics, and machine learning for
acquiring and servicing consumer debt receivables. Unifund also
provides consumer data analytics and custom recovery solutions for
major banks, financial institutions and other creditors across the
United States.
Unifund’s operations are divided into three lines of
business:
1) Debt Recovery: Applies leading edge data
analytics and machine learning techniques to the consumer lending
sector to optimize debt recovery. This line of business consists of
two services: (i) Balance Sheet Services, which generate
yield-driven income from assets purchased and held on Unifund’s
balance sheet and (ii) Third-Party Servicing, which generates
fee-based income from third-party managed services.
2) Analytics: Built around Unifund’s Recovery
Decision Science AI platform, this line of business offers data and
analytics services for fee-based income.
3) Retention Solutions: Creates financial
solutions to optimize borrower-lender relationships in part through
the PAYCE rewards and cash-back platform. This line of business is
a fee-for-service, asset-light model.
For fiscal year 2022, Unifund generated $52.2 million in revenue
and $14.8 million in operating income. For the fiscal year 2023,
Unifund expects to generate approximately $58.5 million in revenue
and approximately $19.4 million in operating income.
Unifund Investment Highlights
- Significant experience servicing over $25 billion of debt since
Unifund’s inception, with over $2 billion in recoveries based on
face value of Unifund totals since inception
- Proprietary data analytics platform that drives an efficient
identification, credit evaluation and credit monitoring process in
real-time
- Debt recovery optimization and modernizing analytics that
enhances business intelligence through merging AI and ML solutions
with Unifund’s debt collection procedures
- Typically sticky relationships with blue-chip credit issuers
that enable repeat transactions and allow for a lower concentration
of risk
- Domestic market focus, which we believe reduces business
complexity and risk
- Seasoned management team with decades of experience and a
successful track record of M&A within the financial services
industry
Unifund’s Founder and CEO, David Rosenberg, stated, “We are
thrilled to join forces with Everest in this business combination.
We believe that our expertise in data analytics and machine
learning, combined with Everest’s robust financial backing and
experience in public company governance, will allow us to further
optimize borrowers’ lifetime value and offer value-added solutions
to our clients across the United States.”
Transaction Summary
Based on current projections, the pro forma enterprise value of
the combined company is estimated to be approximately $232 million.
This transaction is expected to be supported by a 1.5 million share
bonus pool. The bonus share pool is expected to be funded via
founder shares held by Everest Consolidator Sponsor, LLC, Everest’s
sponsor, as an incentive to retain the targeted $60 million in
Everest’s trust account. Pro forma for the transaction and based on
current projections, the combined company is expected to have
approximately $57 million of cash. Existing equity holders of
Unifund are expected to roll 100% of their equity holdings into the
combined company. The transaction is expected to close as early as
the fourth quarter of 2023. Please refer to the Forward Looking
Statements section below.
Advisors
Seaport Global is acting as M&A advisor and Latham &
Watkins LLP is acting as legal counsel to Everest. Taft Stettinius
& Hollister LLP is acting as legal counsel to Unifund, and
Baker Botts L.L.P. is acting as legal counsel to Seaport
Global.
Investor Conference Call Information
An investor call and presentation discussing the transaction is
available at the link below:
Belayoneverest.com
A transcript of the call will also be filed by Everest with the
U.S. Securities and Exchange Commission (the “SEC”).
On the call, the presenters will discuss an investor
presentation which will be filed with the SEC as an exhibit to a
Current Report on Form 8-K prior to the call. The investor
presentation will be available, free of charge, at www.sec.gov.
About Everest Consolidator Acquisition Corporation
Everest is a special purpose acquisition company formed to
effect a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination with one
or more businesses. Everest is seeking to pursue an initial
business combination target with a business in the financial
services sector in North America. For more information on Everest,
please visit Belayoneverest.com.
About Unifund
Established in 1986 by David Rosenberg, Unifund purchases,
collects and services portfolios of defaulted consumer receivables
in the United States. In addition, it offers portfolio enhancement
solutions, which include analytics, litigation, sales and
government services. Unifund offers its government services for
various government receivables, such as taxes (income, property,
payroll, franchise and inheritance), court-ordered fines and fees,
student and other loans, motor vehicle violations and license fines
and fees, as well as other state, county and municipal obligations.
Unifund is based in Cincinnati, Ohio. For more information, visit
Unifund.com or connect with us on LinkedIn.
For media inquiries please contact: info@unifund.com
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the proposed business combination (the “Business Combination”)
between Unifund and Everest, including statements regarding the
anticipated benefits of the Business Combination, the anticipated
timing of the Business Combination, the future financial condition
and performance of Unifund and the expected financial impacts of
the Business Combination (including future revenue and pro forma
enterprise value) on Unifund and its platforms, markets, expected
future growth and market opportunities. Unifund’s actual results
may differ from its expectations, estimates and projections (which,
in part, are based on certain assumptions) and consequently, you
should not rely on these forward-looking statements as predictions
of future events. When used in this press release, the words
“estimate,” “project,” “budget,” “expect,” “anticipate,”
“forecast,” “plan,” “intend,” “believe,” “seeks,” “may,” “will,”
“could,” “predicts,” “potential,” “should,” “future,” “propose,”
“continue,” and variations of these words or similar expressions
(or the negative versions of such words or expressions) are
intended to identify forward-looking statements. Although these
forward-looking statements are based on assumptions that Unifund
and Everest believe are reasonable, these assumptions may be
incorrect and 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 beyond Unifund’s or Everest’s control, that could cause
actual results or outcomes to differ materially from those
discussed in the forward-looking statements. Important factors,
among others, that may affect actual results or outcomes include
(i) the availability of and our ability to purchase receivable
portfolios at favorable prices; (ii) intense competition of other
purchasers of charged-off accounts, third party collection agencies
or other financial service companies; (iii) our ability to replace
or purchase portfolios of charged-off accounts at favorable prices
in sufficient amounts; (iv) an increase of certain insolvency
proceedings and bankruptcy filings involving liquidation; (v) the
concentration of our portfolio purchases with a limited number of
sellers (vi) the reliability of our statistical models used to
project remaining cash flows from our charged-off accounts; (vii)
our ability to successfully pursue collections; (viii) each of our
partners’ compliance with the agreements we enter into; (ix) the
substantial debt we have incurred and our ability to generate
sufficient cash to service our indebtedness and fund our working
capital; (x) the parties’ ability to consummate the Business
Combination, including Everest and Unifund being able to receive
all required regulatory, third-party and shareholder approvals for
the Business Combination; (xi) the anticipated benefits of the
Business Combination, including the potential amount of cash that
may be available to New PubCo upon consummation of the proposed
Business Combination and the use of the net proceeds following the
redemptions; (xii) the anticipated timing of the Business
Combination; (xiii) Unifund’s expectation that New PubCo Common
Stock will be accepted for listing on Nasdaq following the closing
of the proposed Business Combination; (xiv) the financial and
business performance of Unifund, including Unifund’s anticipated
results from operations in future periods; (xv) the impact of
macroeconomic factors, including health epidemics, such as the
COVID-19 pandemic, rising inflation and interest rates and global
conflict and the actions Unifund may take in response thereto;
(xvi) the stability of the financial and capital markets; (xvii)
other current estimates and assumptions regarding the Business
Combination and its benefits; such expectations and assumptions are
inherently subject to uncertainties and contingencies regarding
future events and, as such, are subject to change; (xviii) the
amount of any redemptions by existing holders of Everest Class A
common stock being greater than expected, which may reduce the cash
in trust account available to Unifund upon the consummation of the
Business Combination; (xix) the occurrence of any event, change or
other circumstances that could give rise to the termination of the
Business Combination Agreement and/or payment of the termination
fees; (xx) potential future litigation, including the outcome of
any legal proceedings that may be instituted against Everest or
Unifund following announcement of the Business Combination
Agreement; (xxi) the risk that the announcement and consummation of
the Business Combination disrupts Unifund’s current plans; (xxii)
the ability to recognize the anticipated benefits of the Business
Combination; (xxiii) unexpected costs related to the Business
Combination; (xxiv) legislative, political or economic
developments; (xxv) the need to obtain permits and comply with laws
and regulations and other regulatory requirements; and (xxvi) other
risks and uncertainties indicated from time to time in the proxy
statement/prospectus relating to the Business Combination,
including those under “Risk Factors” therein, and in Everest’s
other filings with the SEC. Neither Everest nor Unifund gives any
assurance that any of Everest, Unifund or the combined company will
achieve expectations.
The foregoing list of factors is not exhaustive. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by
investors as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. You should carefully
consider the foregoing factors and the other risks and
uncertainties described in the “Risk Factors” section of Everest’s
Annual Report on Form 10-K, its subsequent Quarterly Reports on
Form 10-Q, the proxy statement/prospectus related to the
transaction, when it becomes available, and other documents filed
(or to be filed) by Everest from time to time with the SEC. These
filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
These risks and uncertainties may be amplified by the conflict
between Russia and Ukraine, rising levels of inflation and interest
rates and the ongoing COVID-19 pandemic, which have caused
significant economic uncertainty, and bank failures.
Forward-looking statements speak only as of the date they are made.
Investors are cautioned not to put undue reliance on
forward-looking statements, and Unifund and Everest assume no
obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by securities and
other applicable laws.
Additional Information and Where to Find It
This press release relates to a proposed Business Combination
between Unifund and Everest. In connection with the proposed
Business Combination, Everest and Unifund, through Unifund
Financial Technologies, Inc., a Delaware corporation (“New PubCo”),
have filed a registration statement on Form S-4 relating to the
Business Combination with the SEC (the “Registration Statement”),
which includes a proxy statement/prospectus that will be sent to
all Everest stockholders in connection with Everest’s solicitation
of proxies for the vote by Everest’s stockholders regarding the
proposed Business Combination and related matters, as described in
the Registration Statement, and including a prospectus relating to,
among other things, the offer of the securities to be issued by New
PubCo in connection with the proposed Business Combination. Everest
will also file other documents regarding the Business Combination
with the SEC.
BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY
HOLDERS OF EVEREST AND UNIFUND ARE URGED TO READ THE REGISTRATION
STATEMENT, THE PROXY STATEMENT/PROSPECTUS CONTAINED THEREIN AND ALL
OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC
BY EVEREST OR NEW PUBCO IN CONNECTION WITH THE BUSINESS COMBINATION
AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE BUSINESS COMBINATION.
Investors and security holders will be able to obtain free
copies of the Registration Statement, the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC by Everest or New PubCo through the
website maintained by the SEC at www.sec.gov. In addition, the
documents filed by Everest may be obtained free of charge from
Everest’s website at www.belayoneverest.com or by written request
to Everest at Everest Consolidator Acquisition Corporation, 4041
MacArthur Boulevard, 4th Floor, Newport Beach, California
92660.
Participants in the Solicitation
Everest, Unifund and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from Everest’s stockholders in connection with the Business
Combination. A list of the names of such directors and executive
officers and information regarding their interests in the Business
Combination is included in the proxy statement/prospectus. For
information regarding Everest’s directors and executive officers,
please see Everest’s Annual Report on Form 10-K, its subsequent
Quarterly Reports on Form 10-Q, and the other documents filed (or
to be filed) by Everest and New PubCo from time to time with the
SEC. Free copies of these documents may be obtained as described in
the preceding paragraph.
No Offer or Solicitation
This press release is for informational purposes only and shall
neither constitute an offer to sell nor the solicitation of an
offer to buy any securities, nor a solicitation of a proxy, vote,
consent or approval in any jurisdiction in connection with the
Business Combination, 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 jurisdictions. 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.
Information Sources
This press release has been prepared for use by Everest and
Unifund in connection with the Business Combination. The
information herein does not purport to be complete. The information
herein is derived from various internal and external sources, and
all information relating to the business, past performance, results
of operations and financial condition of Everest was derived
entirely from Everest and all information relating to the business,
past performance, results of operations and financial condition of
Unifund was derived entirely from Unifund. No representation is
made as to the reasonableness of the assumptions made with respect
to the information herein, or to the accuracy or completeness of
any projections or modeling or any other information contained
herein. Any data on past performance or modeling contained herein
is not an indication as to future performance.
The data contained herein relating to the operations and
performance of the combined entities has been derived by Unifund
from various internal and external sources. No representation is
made as to the reasonableness of the assumptions made within or the
accuracy or completeness of any projections or modeling or any
other information contained herein. Any data on past performance or
modeling contained herein is not an indication as to future
performance. Everest and Unifund assume no obligation to update the
information in this press release.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230724530822/en/
Unifund info@unifund.com
Everest Consolidator Acquisition Corporation Chris
Sullivan Public Relations chris@craftandcapital.com
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