BC-Based Special Purpose Acquisition Company (SPAC) NextPoint to Acquire Liberty Tax and LoanMe for U.S. $354 MillionTuesday, February 23, 2021
Vancouver, BC, February 22, 2021--(T-Net)--NextPoint Acquisition Corp. (TSX: NAC.U) (TSX: NAC.WT.U), a publicly traded special purpose acquisition corporation (SPAC), announced today that it has entered into definitive agreements to acquire Liberty Tax and LoanMe.
The combined business, to be named NextPoint Financial Inc., will be led by industry veterans Brent Turner, as Chief Executive Officer, and Andy Neuberger, as Chairman.
Founded in 1997, and with over 1.6 million returns prepared annually, Liberty Tax is the third largest institutional tax preparation service provider in the United States, and the second largest provider of such services in Canada.
Liberty Tax's core products include tax preparation for individuals and small businesses, and tax-related financial products such as prepaid debit cards and refund transfer products. Liberty Tax offers services at its approximately 2,700 franchised and owned locations as well as through online solutions. Liberty Tax is currently owned by Franchise Group, Inc. (NASDAQ: FRG), an operator of franchised and franchisable businesses.
Founded in 2014, LoanMe is a well-established, tech-enabled, consumer and small business lender that has originated over US$2 billion of loans to more than 340,000 borrowers. Its current product suite includes consumer installment loan offerings of between US$1,000 and US$20,000, and small business and merchant cash advance loans up to US$100,000.
The combination of Liberty Tax and LoanMe positions NextPoint to become a leading one-stop financial services superstore destination for credit-challenged consumers and small businesses, a customer demographic generally overlooked by traditional financial institutions, according to the company.
The combination of Liberty Tax and LoanMe provides the anchor for a platform which NextPoint intends to expand with an array of financial products and services. Through increased financial connectivity with its customer base, NextPoint expects to strengthen and expand its customer relationships, grow its revenue sources and drive value to its investors.
"We founded NextPoint to build a financial services platform for those that are underserved by traditional financial institutions, and we have executed on that plan. The combination of Liberty Tax and LoanMe, represents the first step, with immediate scale, towards achieving our goal. NextPoint's founders and the leadership teams at both Liberty Tax and LoanMe are equally committed to fulfilling our vision of becoming a one-stop financial services destination for our customers, and I am thrilled to partner with this highly-driven team as we continue to execute on that vision," said Andy Neuberger, Chairman of NextPoint.
"With over 1.6 million combined customers today, our extensive distribution platform will enable us to service main street consumers and small businesses both digitally and through our 2,700 franchised and owned locations across North America. We believe our hard-working customers deserve a personal and frictionless experience when addressing their financial needs, and access to an appropriate suite of financial products and services. NextPoint intends to provide that experience and access to help our customers reach the "nextpoint" in their financial goals. I am tremendously excited, for both our customers and our investors, by the opportunities presented in bringing together these two dynamic companies and management teams," said Brent Turner, who will lead NextPoint as its Chief Executive Officer.
NextPoint will acquire Liberty Tax (the entirety of its business, which is operated in both the United States and Canada) at an enterprise value of approximately US$252 million, US$182 million of which is payable in cash and the balance of which is payable in NextPoint common stock equivalents and subject to adjustment.
NextPoint will acquire LoanMe at an enterprise value of approximately US$102 million, US$18 million of which is payable in cash, approximately US$49 million of which is payable in NextPoint common stock equivalents and with the balance of which reflects the assumption of existing corporate net debt at LoanMe.
The cash portion of the purchase prices payable in the Liberty Tax and LoanMe transactions will be funded with cash remaining on deposit in the escrow account holding NextPoint's IPO proceeds and, to the extent necessary, any combination of the proceeds of the fully-committed US$25 million PIPE, and advances against the new, fully-committed US$200 million revolving credit facility, each discussed below.
The acquisitions, which are each subject to customary closing conditions, are expected to close contemporaneously in the second quarter of 2021. The transactions remain subject to satisfaction or waiver of certain customary closing conditions including among other things, the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the approval of the Toronto Stock Exchange recognizing the transactions as NextPoint's qualifying acquisition, and the issuance of a receipt for a final prospectus on behalf of Canadian securities regulatory authorities.
NextPoint has received commitments to purchase US$25 million of NextPoint common stock equivalents at a price of US$10 per share. The PIPE issuance will occur in conjunction with the closing of the Liberty Tax and LoanMe acquisitions but is not a condition to the closing of such transactions. The PIPE investment is led by hedge fund veteran Leon Cooperman, and includes Andy Neuberger, Brent Turner and members of NextPoint's board of directors. PIPE proceeds are available for NextPoint's general corporate purposes, including to fund the Liberty Tax and LoanMe cash consideration, and to fund potential future acquisitions. The PIPE is subject to the approval of the Toronto Stock Exchange.
New US$200 million Revolving Credit Facility
NextPoint has obtained a commitment for a new US$200 million revolving credit facility, advances under which may be used for NextPoint's general corporate purposes, including to fund the Liberty Tax and LoanMe cash purchase prices, and to fund potential future acquisitions.
Jefferies LLC is acting as exclusive financial advisor to NextPoint and Canaccord Genuity Corp. is acting as NextPoint's capital markets advisor. Brown Rudnick LLP and Blake, Cassels & Graydon LLP are acting as legal counsel to NextPoint.
NextPoint has filed today an investor presentation that describes in more detail the transactions and the business of NextPoint following closing. The presentation is available under NextPoint's profile at www.sedar.com.
Pursuant to the rules of the Toronto Stock Exchange NextPoint will file with the Canadian securities regulatory authorities in each of the provinces and territories of Canada, except Quebec, a non-offering prospectus containing disclosure regarding the transactions and NextPoint assuming completion of the transactions. The preliminary prospectus is expected to be filed in the first quarter of 2021. Investors and securityholders may obtain a copy of the definitive agreements for the transactions and the prospectus when filed under NextPoint's profile on the SEDAR website at www.sedar.com.
NextPoint Acquisition Corp. is a special purpose acquisition corporation incorporated under the laws of the Province of British Columbia for the purposes of effecting, directly or indirectly, a qualifying transaction within a specified period of time.
About Liberty Tax
Founded in 1997, Liberty Tax is a nationwide tax return preparation and related services firm. In 2020, Liberty Tax serviced over 1.6 million customers online and through approximately 2,700 franchised and owned locations across the U.S. and Canada. Liberty Tax is currently owned by Franchise Group, Inc. (NASDAQ: FRG), an operator of franchised and franchisable businesses.
LoanMe is an established tech-enabled consumer and small business lender that has originated over US$2 billion loans on behalf of over 340,000 borrowers since inception.
Some of the statements contained in this press release are forward-looking statements within the meaning of U.S. securities law and forward-looking information within the meaning of applicable Canadian securities laws (collectively, "forward-looking statements"). Forward-looking statements are all statements other than those of historical fact, and generally may be identified by the use of words such as "anticipate," "believe," "continue," "estimate," "expect," "future," "intend," "may," "model," "outlook," "plan," "pro forma," "project," "seek," "should," "will," "would" or other similar expressions that indicate future events or trends. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics, projections of market opportunity and market share, business plans and strategies, expansion and acquisition opportunities, growth prospects and consumer and industry trends. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of NextPoint's management and are not guarantees of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, assurance or definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ materially from those contained in or implied by such forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the control of NextPoint. Factors that could cause actual results to differ materially from the results expressed or implied by such forward-looking statements include, among others: the effect of economic conditions on the industries and markets in which Liberty Tax and LoanMe operate, including financial market conditions, fluctuations in prices, interest rates and market demand; the ability of the parties to successfully or timely consummate the transactions, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the transactions; risks associated with completion of the PIPE including investors' commitment to fund their subscription amount; failure to realize the anticipated benefits of the transactions; risks relating to the uncertainty of the projected financial information; the effects of competition on future business; risks related to the organic and inorganic growth of future business and the timing of expected business milestones; the amount of redemptions, if any, made by NextPoint's shareholders in connection with the transactions; the potential adverse effects of the ongoing COVID-19 pandemic on business and the U.S. economy; declines or unanticipated changes in consumer demand, possible departures from the combined company's senior management team; integration risks associated with acquisitions; changes in applicable laws and regulations and the significant expense of operating in a highly regulated industry; the combined company's ability to make payments on its indebtedness; and those factors discussed in documents of NextPoint filed, or to be filed with Canadian securities regulatory authorities. There may be additional risks that NextPoint does not know or that NextPoint currently believes are immaterial that could also cause actual results to differ from those expressed in or implied by these forward-looking statements. In addition, forward-looking statements reflect NextPoint's expectations, plans or forecasts of future events and views as of the date of this press release. NextPoint undertakes no obligation to update or revise any forward-looking statements contained herein, except as may be required by law. Accordingly, undue reliance should not be placed upon these forward-looking statements.
Non-IFRS Financial Measures
This presentation refers to certain financial measures, such as EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted EBITDA Margin, Total Enterprise Value, Adjusted Net Income and Compound Annual Growth Rate ("CAGR") which are not measures recognized under IFRS and do not have a standardized meaning prescribed by IFRS. As a result, these measures may not be comparable to similar measures reported by other corporations. These measures are intended to provide additional information to the user and should not be considered in isolation or as a substitute for measures prepared in accordance with IFRS. "EBITDA" is defined as net income adjusted to exclude interest, income taxes, depreciation and amortization. "EBITDA Margin" is defined as EBITDA divided by total revenue. "Adjusted EBITDA" is defined as net income adjusted to exclude interest, income taxes, depreciation, amortization and non-cash or non-recurring items. "Adjusted EBITDA Margin" is defined as Adjusted EBITDA divided by total revenue. "Adjusted Net Income" is defined as Adjusted EBITDA tax-affected at an assumed tax rate of 25%. "Total Enterprise Value" is defined as market capitalization plus total debt outstanding less cash on hand. "CAGR" is defined as the compound annual growth rate in the corporation's revenue during the performance period. See "Preliminary IFRS Reconciliation".
Certain Other Matters
This presentation shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer or sale of securities in any jurisdiction where such offer, solicitation or sale would be unlawful prior to registration or qualification under securities laws of any such jurisdiction. The securities of NextPoint have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act"), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, "U.S. persons," as such term is defined in Regulation S under the U.S. Securities Act, unless an exemption from such registration is available.
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