OppFi Inc DEFA14A, filed Mar 3, 2021
OppFi Inc. (OPFI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
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FG NEW AMERICA ACQUISITION CORP.
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In connection with the previously announced business combination between Opportunity Financial, LLC (“OppFi”) and FG New America Acquisition Corp. (“FGNA”), OppFi released a press release announcing that Elizabeth Simer has joined OppFi as general manager for its new credit card business, OppFi Card, and that OppFi has appointed Matthew Gomes as general manager for SalaryTap, OppFi’s near prime installment lending product that is repaid through payroll deduction. Below are copies of the OppFi press release and various LinkedIn posts relating to the OppFi press release, which are being filed herewith as soliciting material.
OppFi Announces Leadership Appointments to Spearhead Newly Launched OppFi Card and SalaryTap Business Lines
Fintech taps Discover leader to lead credit card division to bring revolving credit to everyday consumers
CHICAGO, March 3, 2021—Opportunity Financial, LLC (“OppFi” or the “company”), a leading financial technology platform that powers banks to help everyday consumers gain access to credit, announced today that Elizabeth Simer has joined the company as general manager for its new credit card business, OppFi Card. The company has also appointed Matthew Gomes as general manager for SalaryTap, OppFi’s near prime installment lending product that is repaid through payroll deduction.
Simer brings more than a decade of financial services experience, having led product management, marketing and strategic efforts for several blue-chip financial services companies including Intuit, Square, and most recently Discover, where she led product for Discover Student Loans. Simer launched her career in accounting and finance at Ernst & Young and private equity firm CIVC Partners.
Gomes joined OppFi in 2016 and is responsible for the build and launch of OppFi’s SalaryTap business that is currently in the pilot phase. Prior, he built and led OppFi’s business and marketing analytics division responsible for driving the high growth customer acquisition funnel of OppFi’s small dollar lending business. Prior to OppFi, Gomes held key roles at financial services company, Avant, and family care marketplace, Care.com.
“Elizabeth and Matthew bring valuable leadership and expertise to the OppFi mission as we build and expand new products that will further graduate consumers to better financial health,” said Jared Kaplan, CEO, OppFi. “They are instrumental in developing, launching, and running these important business lines as we aim to improve credit access for millions of everyday consumers through new financial offerings.”
SalaryTap, piloted in November 2020, has a national rollout planned for the second quarter of this year. OppFi Card is set to pilot in the second half of 2021.
###
About OppFi
OppFi is a leading financial technology platform that powers banks to offer accessible products and a top-rated experience to everyday consumers. Through its unwavering commitment to customer service, OppFi helps consumers who are turned away by traditional providers build a better financial path. To date, OppFi has facilitated the issuance of more than 1.5 million loans. The company has been ranked as an Inc. 5000 company for five straight years and was named the eighth fastest-growing Chicagoland company in 2020 by Crain’s Chicago Business. The company maintains an A+ rating from the Better Business Bureau (BBB) and maintains a 4.9/5 star rating with more than 14,000 online customer reviews, making it one of the top customer-rated financial platforms online. For more information, please visit oppfi.com.
Important Information and Where to Find It
In connection with a proposed business combination with OppFi, FG New America Acquisition Corp. (“FGNA”) (NYSE: FGNA) intends to file a preliminary proxy statement and a definitive proxy statement with the U. S. Securities and Exchange Commission (the “SEC”). The stockholders of FGNA and other interested persons are advised to read, when available, the preliminary proxy statement and the amendments thereto and the definitive proxy statement and documents incorporated by reference therein filed in connection with the proposed business combination, as these materials will contain important information about OppFi, FGNA and the proposed business combination. When available, the definitive proxy statement and other relevant materials for the proposed business combination will be mailed to stockholders of FGNA as of a record date to be established for voting on the proposed business combination. Stockholders will also be able to obtain copies of the preliminary proxy statement, the definitive proxy statement and other documents filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s web site at www.sec.gov, or by directing a request to: FG New America Acquisition Corp., Attention: Hassan Baqar, Chief Financial Officer, 105 S. Maple Street, Itasca, Illinois 60143.
Participants in the Solicitation
FGNA and its directors and executive officers may be deemed participants in the solicitation of proxies from FGNA’s stockholders with respect to the business combination. A list of the names of those directors and executive officers and a description of their interests in FGNA will be filed in the proxy statement for the proposed business combination and be available at www.sec.gov. Additional information regarding the interests of such participants will be contained in the proxy statement for the proposed business combination when available.
OppFi and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of FGNA in connection with the business combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed business combination will be included in the proxy statement for the proposed business combination.
Non-Solicitation
This press release shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. 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.
Contact:
Wendy Serafin – vice president of communications: Media@opploans.com
Roger Sauerhaft, Sloane & Company: Rsauerhaft@sloanepr.com
The following communication was shared by Jared Kaplan, CEO of OppFi, through his LinkedIn page on March 3, 2021:
LinkedIn: CEO Post (Jared Kaplan LinkedIn): I am very excited to introduce our new leaders for the OppFi Card and SalaryTap business lines. Elizabeth Simer and Matthew Gomes bring valuable expertise to these important business lines as we aim to improve credit access for millions of everyday consumers through new financial offerings. Congrats! #financialinclusion
[https://www.prnewswire.com/news-releases/oppfi-announces-leadership-appointments-to-spearhead-newly-launched-oppfi-card-and-salarytap-business-lines-301239515.html?tc=eml_cleartime]
Important Information regarding the OppFi/FG New America transaction, participants in the solicitation and non-solicitation:
The following communication was shared by OppFi on its LinkedIn page on March 3, 2021:
LinkedIn: OppLoans Post (OppFi LinkedIn): OppFi announced new leadership appointments to spearhead OppFi Card and SalaryTap. Elizabeth Simer and Matthew Gomes bring valuable expertise to these important business lines as we aim to improve credit access for millions of everyday consumers through new financial offerings. #FinancialInclusion
[https://www.prnewswire.com/news-releases/oppfi-announces-leadership-appointments-to-spearhead-newly-launched-oppfi-card-and-salarytap-business-lines-301239515.html?tc=eml_cleartime]
Important Information regarding the OppFi/FG New America transaction, participants in the solicitation and non-solicitation:
The following communication was shared by OppFi on its LinkedIn page on March 3, 2021:
LinkedIn: Leadership & Comms Post: OppFi has announced new leaders for the OppFi Card and SalaryTap business lines. Elizabeth Simer and Matthew Gomes bring valuable expertise to these important business lines as we aim to improve credit access for millions of everyday consumers through new financial offerings. #financialinclusion
[https://www.prnewswire.com/news-releases/oppfi-announces-leadership-appointments-to-spearhead-newly-launched-oppfi-card-and-salarytap-business-lines-301239515.html?tc=eml_cleartime]
The following communication was shared by OppFi on its LinkedIn page on March 3, 2021:
LinkedIn: Leadership & Comms Post: OppFi has announced new leaders for the OppFi Card and SalaryTap business lines. Congratulations Elizabeth Simer and Matthew Gomes!
[https://www.prnewswire.com/news-releases/oppfi-announces-leadership-appointments-to-spearhead-newly-launched-oppfi-card-and-salarytap-business-lines-301239515.html?tc=eml_cleartime]
The text of the linked press release follows:
OppFi Announces Leadership Appointments to Spearhead Newly Launched OppFi Card and SalaryTap Business Lines
Fintech taps Discover leader to lead credit card division to bring revolving credit to everyday consumers
CHICAGO, March 3, 2021—Opportunity Financial, LLC (“OppFi” or the “company”), a leading financial technology platform that powers banks to help everyday consumers gain access to credit, announced today that Elizabeth Simer has joined the company as general manager for its new credit card business, OppFi Card. The company has also appointed Matthew Gomes as general manager for SalaryTap, OppFi’s near prime installment lending product that is repaid through payroll deduction.
Simer brings more than a decade of financial services experience, having led product management, marketing and strategic efforts for several blue-chip financial services companies including Intuit, Square, and most recently Discover, where she led product for Discover Student Loans. Simer launched her career in accounting and finance at Ernst & Young and private equity firm CIVC Partners.
Gomes joined OppFi in 2016 and is responsible for the build and launch of OppFi’s SalaryTap business that is currently in the pilot phase. Prior, he built and led OppFi’s business and marketing analytics division responsible for driving the high growth customer acquisition funnel of OppFi’s small dollar lending business. Prior to OppFi, Gomes held key roles at financial services company, Avant, and family care marketplace, Care.com.
“Elizabeth and Matthew bring valuable leadership and expertise to the OppFi mission as we build and expand new products that will further graduate consumers to better financial health,” said Jared Kaplan, CEO, OppFi. “They are instrumental in developing, launching, and running these important business lines as we aim to improve credit access for millions of everyday consumers through new financial offerings.”
SalaryTap, piloted in November 2020, has a national rollout planned for the second quarter of this year. OppFi Card is set to pilot in the second half of 2021.
###
About OppFi
OppFi is a leading financial technology platform that powers banks to offer accessible products and a top-rated experience to everyday consumers. Through its unwavering commitment to customer service, OppFi helps consumers who are turned away by traditional providers build a better financial path. To date, OppFi has facilitated the issuance of more than 1.5 million loans. The company has been ranked as an Inc. 5000 company for five straight years and was named the eighth fastest-growing Chicagoland company in 2020 by Crain’s Chicago Business. The company maintains an A+ rating from the Better Business Bureau (BBB) and maintains a 4.9/5 star rating with more than 14,000 online customer reviews, making it one of the top customer-rated financial platforms online. For more information, please visit oppfi.com.
Important Information and Where to Find It
In connection with a proposed business combination with OppFi, FG New America Acquisition Corp. (“FGNA”) (NYSE: FGNA) intends to file a preliminary proxy statement and a definitive proxy statement with the U. S. Securities and Exchange Commission (the “SEC”). The stockholders of FGNA and other interested persons are advised to read, when available, the preliminary proxy statement and the amendments thereto and the definitive proxy statement and documents incorporated by reference therein filed in connection with the proposed business combination, as these materials will contain important information about OppFi, FGNA and the proposed business combination. When available, the definitive proxy statement and other relevant materials for the proposed business combination will be mailed to stockholders of FGNA as of a record date to be established for voting on the proposed business combination. Stockholders will also be able to obtain copies of the preliminary proxy statement, the definitive proxy statement and other documents filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s web site at www.sec.gov, or by directing a request to: FG New America Acquisition Corp., Attention: Hassan Baqar, Chief Financial Officer, 105 S. Maple Street, Itasca, Illinois 60143.
Participants in the Solicitation
FGNA and its directors and executive officers may be deemed participants in the solicitation of proxies from FGNA’s stockholders with respect to the business combination. A list of the names of those directors and executive officers and a description of their interests in FGNA will be filed in the proxy statement for the proposed business combination and be available at www.sec.gov. Additional information regarding the interests of such participants will be contained in the proxy statement for the proposed business combination when available.
OppFi and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of FGNA in connection with the business combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed business combination will be included in the proxy statement for the proposed business combination.
Non-Solicitation
This press release shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. 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.
Contact:
Wendy Serafin – vice president of communications: Media@opploans.com
Roger Sauerhaft, Sloane & Company: Rsauerhaft@sloanepr.com
Important Information About the Business Combination and Where to Find It
In connection with the proposed business combination, the Company intends to file a preliminary proxy statement and a definitive proxy statement with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement and the amendments thereto and the definitive proxy statement and documents incorporated by reference therein filed in connection with the business combination, as these materials will contain important information about OppFi, the Company and the business combination. When available, the definitive proxy statement and other relevant materials for the business combination will be mailed to stockholders of the Company as of a record date to be established for voting on the business combination. Stockholders of the Company will also be able to obtain copies of the preliminary proxy statement, the definitive proxy statement and other documents filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s web site at www.sec.gov, or by directing a request to: FG New America Acquisition Corp., 105 S. Maple Street, Itasca, Illinois 60143, Attention: Hasan Baqar.
Participants in the Solicitation
The Company and its directors and executive officers may be deemed participants in the solicitation of proxies from the Company’s stockholders with respect to the business combination. A list of the names of those directors and executive officers and a description of their interests in the Company is contained in the Registration Statement on Form S-1, which was filed by the Company with the SEC on August 26, 2020 and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to FG New America Acquisition Corp., 105 S. Maple Street, Itasca, Illinois 60143, Attention: Hasan Baqar. Additional information regarding the interests of such participants will be contained in the proxy statement for the business combination when available.
OppFi and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of the Company 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 will be included in the proxy statement for the proposed business combination when available.
Forward-Looking Statements
This communication includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The Company’s and OppFi’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the Company’s and OppFi’s expectations with respect to future performance, performance, growth, and OppFi’s market, OppFi’s new products and their performance, the anticipated financial impacts of the proposed business combination, the satisfaction of the closing conditions to the proposed business combination and the timing of the completion of the proposed business combination. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside the Company’s and OppFi’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement that the Company entered into with OppFi, OppFi Shares, LLC, a Delaware limited liability company, and Todd Schwartz, in his capacity as the Members’ Representative (the “Business Combination Agreement”); (2) the outcome of any legal proceedings that may be instituted against the Company and OppFi following the announcement of the Business Combination Agreement and the transactions contemplated therein; (3) the inability to complete the proposed business combination, including due to failure to obtain approval of the stockholders of the Company, certain regulatory approvals or satisfy other conditions to closing in the Business Combination Agreement, including with respect to the levels of the Company stockholder redemptions; (4) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement or could otherwise cause the transaction to fail to close; (5) the impact of COVID-19 on OppFi’s business and/or the ability of the parties to complete the proposed business combination; (6) the inability to obtain or maintain the listing of the combined company’s shares of common stock on the New York Stock Exchange following the proposed business combination; (7) the risk that the proposed business combination disrupts current plans and operations as a result of the announcement and consummation of the proposed business combination; (8) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of OppFi to grow and manage growth profitably and retain its key employees; (9) costs related to the proposed business combination; (10) changes in applicable laws or regulations; (11) the possibility that OppFi or the Company may be adversely affected by other economic, business, and/or competitive factors; and (12) other risks and uncertainties indicated from time to time in the proxy statement relating to the proposed business combination, including those under “Risk Factors” therein, and in the Company’s other filings with the SEC. The Company and OppFi caution that the foregoing list of factors is not exclusive. The Company and OppFi caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company and OppFi do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
No Offer or Solicitation
This communication shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the business combination. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. 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.