About 72.4% of shares participated in the vote at a special meeting March 25, and all measures passed by wide margins with about 11% shares dissenting on each. Redemptions may be a factor, however.
Replay shares opened the day of the vote at $9.77, well below the company’s estimated pro rata cash in trust of $10.20. Perhaps sensing trouble ahead, Finance of America opted to waive Replay’s $400 million minimum cash requirement on March 18.
As such, even significant redemptions would not necessarily risk the deal’s completion, but the 8-K did not mention a targeted closing date.
Replay initially announced its $1.6 billion combination with Finance of America on October 13. The Blackstone-backed company provides an end-to-end lending platform for mortgage, commercial real estate and fixed-income investing.
For a full list of measures on the ballot and vote tallies, click HERE.
- Simpson Thacher & Bartlett LLP is acting as legal advisor to Finance of America.
- Credit Suisse Securities (USA) LLC is acting as capital markets advisor to Replay Acquisition.
- Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC served as lead placement agents and Credit Suisse Securities (USA) LLC served as placement agent for the PIPE.
- Greenberg Traurig, LLP is acting as legal advisor to Replay Acquisition.