New Residential Investment (NRZ) to Acquire Caliber Home Loans for $1.68 Billion

April 14, 2021 7:14 AM EDT

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New Residential Investment Corp. (NYSE: NRZ) announced today that it has entered into a definitive agreement with an affiliate of Lone Star Funds to acquire Caliber Home Loans, Inc.. With this acquisition, New Residential intends to bring together the platforms of Caliber and NewRez LLC, New Residential’s wholly owned mortgage originator and servicer. The transaction is intended to close as quickly as possible, subject to various approvals and customary closing conditions, and is targeted for the third quarter of 2021.

“We believe this is a terrific acquisition for our Company,” said Michael Nierenberg, Chairman, Chief Executive Officer and President of New Residential. “Over the years, Caliber’s experienced team has built a differentiated purchase-focused originator with an impressive retail franchise and solid track record in customer retention. The combination of NewRez and Caliber’s platforms will create a premier financial services company with scale, talent, technologies and products to accelerate our mortgage company objectives and generate strong earnings for our shareholders. With this acquisition, we have significantly strengthened our capabilities to perform across interest rate environments.”

“We are excited to be joining the New Residential family,” said Sanjiv Das, Chief Executive Officer of Caliber. “By combining platforms with NewRez, we will join another industry pioneer that has complementary strengths and is committed to delivering the dream of homeownership. Our combination of strategies will allow us to accelerate our leading position in purchase lending, grow our digital direct to consumer and broker initiatives, and further propel our retail franchise. As we leverage our digitization investments, we will make the entire mortgage process faster, easier and more efficient. We are thrilled to have the opportunity to deepen our customer relationships, expand our customer reach and provide more industry-leading products and options to our customers.”

“This transaction is yet another important milestone for NewRez as we continue to expand our business, grow our customer reach and provide more options to support our homeowners and clients,” said Baron Silverstein, President of NewRez. “Combining with Caliber’s platform emphasizes our commitment to positioning our business for long-term success while continuing to deliver significant value for our customers, our partners and our employees.”

Transaction Highlights

The combination of platforms is intended to bring together two complementary leading mortgage strategies with deep commitments to the borrowers they serve.

  • The acquisition is expected to:
    • Grow and strengthen earnings profile across rate environments
    • Broaden customer retention efforts with industry leading recapture platform
    • Enhance purchase origination capabilities with extensive distributed retail platform
    • Add to New Residential’s asset base with attractive portfolio of MSRs
    • Increase New Residential's asset generation capabilities and opportunities
    • Provide talent, scale and capacity to support growth
    • Improve technologies to support customer experience and employee efficiency
    • Accelerate New Residential’s mortgage platform objectives
    • Be accretive in the first full calendar year following the close of the acquisition2

Caliber Highlights

  • Leader in the large and growing United States mortgage market
  • $80 billion UPB of funded origination volume in 2020
  • $153 billion UPB servicing portfolio with approximately 630,000 customers as of December 31, 2020
  • Recapture rate of 54% demonstrates strength of Caliber’s integrated mortgage platform
  • Broad distributed retail platform with extensive local footprint across the United States
  • Proven track record of purchase origination volume and profitability across rate environments
  • 2020 Pre-Tax Income of $891 million and return on equity of 53%
  • Attractive earnings performance and financial profile

Transaction Details

Under the terms of the agreement, which were unanimously approved by New Residential’s board of directors, New Residential will pay a cash consideration of $1.675 billion, or approximately 1.0x expected tangible book value at closing1, to acquire Caliber.

Financing

New Residential intends to finance the acquisition through a mix of existing cash and available liquidity on the New Residential and Caliber combined balance sheet as well as a mix of equity and the sale of certain investment securities.

Advisors

Citigroup Global Markets Inc. and Goldman Sachs & Co. acted as financial advisors to New Residential and Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to New Residential. Credit Suisse Securities (USA) LLC and Barclays acted as financial advisors to Lone Star and Caliber and Mayer Brown LLP acted as legal advisor to Lone Star and Caliber.

Investor Call Details

New Residential will host a conference call at 8:00 A.M. Eastern Time on Wednesday, April 14, 2021 to discuss the acquisition. A supplemental presentation discussing the acquisition is available at newresi.com/investors. The conference call may be accessed by dialing 1-866-777-2509 (from within the U.S.) or 1-412-317-5413 (from outside of the U.S.) ten minutes prior to the scheduled start of the call; please reference “New Residential Acquisition Call.” In addition, participants are encouraged to pre-register for the conference call at https://dpregister.com/sreg/10154271/e6332ce6a8. A simultaneous webcast of the conference call will be available to the public on a listen-only basis at www.newresi.com. Please allow extra time prior to the call to visit the website and download any necessary software required to listen to the internet broadcast.

This press release does not constitute an offer to sell or the solicitation of an offer to buy shares of common stock, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.



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