OppFi Inc DEFA14A, filed Feb 10, 2021
OppFi Inc. (OPFI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 9, 2021
FG NEW AMERICA ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39550 | 85-1648122 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
105 S. Maple Street
Itasca, Illinois 60143
(Address of principal executive offices, including area
code)
Registrant’s telephone number, including area code: (847) 791-6817
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| x | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant | FGNA.U | The New York Stock Exchange | ||
| Class A common stock, par value $0.0001 per share | FGNA | The New York Stock Exchange | ||
| Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | FGNA WS | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive Agreement.
On February 9, 2021, FG New America Acquisition Corp., a Delaware corporation (the “Company”), entered into a Business Combination Agreement (the “Business Combination Agreement”) with Opportunity Financial, LLC, a Delaware limited liability company (“OppFi”), OppFi Shares, LLC, a Delaware limited liability company (“OFS”), and Todd Schwartz, in his capacity as the Members’ Representative (in such capacity, the “Members’ Representative”). The transactions contemplated by the Business Combination are referred to herein as the “Business Combination.”
Business Combination Agreement
Consideration and Structure
Pursuant to the Business Combination Agreement, subject to the satisfaction or waiver of certain conditions set forth therein, at the time of the closing of the Business Combination (the “Closing”), (x) in exchange for common units of OppFi (the “OppFi Units”), the Company will contribute to OppFi cash (the “Cash Consideration”) and the number of shares of newly issued Class V common stock, par value $0.0001 per share, of the Company (the “Class V Voting Stock”) equal to the number of Retained OppFi Units (as defined below), which will entitle its holder to one vote per share but no right to dividends or distributions and (y) immediately thereafter, OppFi will distribute to OFS the shares of Class V Voting Stock received by OppFi.
At the Closing, OppFi will transfer to the Company a number of OppFi Units equal to the number of shares of Class A common stock, par value $0.0001 per share, of the Company (“Class A Common Stock”) issued and outstanding as of immediately prior to the Closing (after giving effect to any Company stockholder redemptions and the Class B Common Stock Conversion (as defined below)). The Members will, immediately following the Closing, retain an aggregate number of OppFi Units (such OppFi Units retained by the Members, the “Retained OppFi Units”) equal to (i) (A) OppFi’s equity value (i.e., $743,000,000), plus (B) the Company Cash Amount (as defined in the Business Combination Agreement), plus (C) the amount by which the Working Capital (as defined in the Business Combination Agreement) is greater than the Target Working Capital Amount (as defined in the Business Combination Agreement), if any, minus (D) the amount by which the Working Capital is less than the Target Working Capital Amount, minus (E) the Cash Consideration, divided by (ii) $10.
In connection with the Closing, on the date of the Closing (the “Closing Date”), 25,500,000 Retained OppFi Units (the “Earnout Units”) held by the Members and an equal number of shares of Class V Voting Stock issued to the Members by the Company in connection with the Business Combination and held by OFS, will be subject to certain restrictions and potential forfeiture pending the achievement (if any) of certain earnout targets pursuant to the terms of the Business Combination Agreement.
Following the Closing, the combined Company will be organized in an “Up-C” structure in which substantially all of the assets and the business of the combined Company will be held by OppFi and its subsidiaries, and the Company’s only direct assets will consist of OppFi Units. Assuming that none of the Company’s current stockholders exercise their right to redeem their Class A Common Stock, and subject to adjustment for cash on hand and working capital, as of immediately following the Closing and without giving effect to the Earnout Units or outstanding warrants to purchase Class A Common Stock, the Company is expected to own, directly or indirectly, approximately 38% of the OppFi Units and will control OppFi as the sole manager of OppFi in accordance with the terms of the OppFi A&R LLCA (as defined and discussed below) and all remaining OppFi Units will be owned by the Members.
In connection with the Closing, pursuant to the terms and conditions of the amended and restated certificate of incorporation of Company, dated as of September 29, 2020 (the “Current Certificate of Incorporation”), and the Amended Sponsor Letter (as defined below), all then-outstanding shares of Class B common stock, par value $0.0001 per share, of the Company (the “Class B Common Stock”) will be converted into shares of Class A Common Stock (after giving effect to the Amended Sponsor Letter (as defined below)) on a one-for-one basis and into an aggregate number of 5,943,750 shares of Class A Common Stock (the “Class B Common Stock Conversion”).
Pursuant to the Business Combination Agreement, the “Cash Consideration” will be equal to (i) the cash remaining in the Company’s trust account as of immediately prior to the Closing following any redemptions of Class A Common Stock by the Company’s current stockholders, less (ii) the amount by which (a) the aggregate amount of transaction expenses incurred by the parties to the Business Combination Agreement as of the Closing and $15,000,000, exceed (b) the amount of all cash, cash equivalents, deposits and marketable securities held by OppFi on the Closing Date (such amount, as adjusted, the “Available Closing Date Cash”).
Beginning on the six month anniversary of the Closing, each Retained OppFi Unit held by the Members may be exchanged, subject to certain conditions, for either one share of Class A Common Stock or, at the election of the Company in its capacity as the sole manager of OppFi, the cash equivalent of the market value of one share of Class A Common Stock, pursuant to the terms and conditions of the OppFi A&R LLCA (such exchange rights, as further described in the OppFi A&R LLCA, the “Exchange Rights”). For each Retained OppFi Unit so exchanged, one share of the Class V Voting Stock will be canceled by the Company.
Upon consummation of the Transactions contemplated by the Business Combination Agreement, the Company will change its name to “OppFi Inc.”
Representations, Warranties and Covenants
The parties to the Business Combination Agreement have agreed to customary representations and warranties for transactions of this type. The representations and warranties made under the Business Combination Agreement will not survive the Closing, other than claims against a party that committed fraud with respect to the making of its applicable representation and warranty. In addition, the parties to the Business Combination Agreement agreed to be bound by certain customary covenants for transactions of this type, including, among others, covenants with respect to the conduct of OppFi, the Company and their respective subsidiaries during the period between execution of the Business Combination Agreement and the Closing. The covenants made under the Business Combination Agreement will not survive the Closing, unless by their terms, they are to be performed in whole or in part after the Closing. Each of the parties to the Business Combination Agreement has agreed to use its commercially reasonable efforts to cause the Business Combination to be consummated after the date of the execution of the Business Combination Agreement in the most expeditious manner practicable.
Conditions to Closing
Under the Business Combination Agreement, the obligations of the parties (or, in some cases, some of the parties) to consummate the Business Combination are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, without limitation: (i) the approval and adoption of the Business Combination Agreement and transactions contemplated thereby and certain other matters by requisite vote of the Company’s stockholders (the “Company Stockholder Approval”); (ii) if required, the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iii) the absence of a Material Adverse Effect (as defined in the Business Combination Agreement) since the date of the Business Combination Agreement; and (iv) material compliance by the parties with their respective pre-Closing and Closing obligations and the accuracy of each party’s representations and warranties in the Business Combination Agreement, in each case subject to the certain materiality standards contained in the Business Combination Agreement. In addition, OppFi’s obligation to consummate the Business Combination is subject to the condition that the Company have at least $200,000,000 of Available Closing Date Cash at the Closing.
Termination
The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including only as follows, (i) upon the mutual written consent of the Company and OppFi; (ii) by the Company or OppFi if any applicable law or final, non-appealable Order (as defined in the Business Combination Agreement) is in effect making the consummation of the Business Combination illegal; (iii) by the Company or OppFi if the Closing has not occurred by the Outside Date (as defined in the Business Combination Agreement); or (iv) by the Company, on the one hand, or OppFi, on the other hand, as a result of certain breaches by the counterparties to the Business Combination Agreement that remain uncured after any applicable cure period provided in each case (i)-(iv) that such termination right is not available to the applicable party if such party exercising the right is in breach of its representations, warranties, covenants, agreements or other obligations under the Business Combination Agreement.
A copy of the Business Combination Agreement will be filed by amendment on Form 8-K/A to this Current Report on Form 8-K (this “Current Report”) within four business days of the date hereof as Exhibit 2.1, and the foregoing description of the Business Combination is qualified in its entirety by reference thereto. The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The Business Combination Agreement will be filed to provide investors with information regarding its terms. It is not intended to provide any other factual information about the parties to the Business Combination Agreement. In particular, the representations, warranties, covenants and agreements contained in the Business Combination Agreement, which were made only for purposes of the Business Combination Agreement and as of specific dates, were solely for the benefit of the parties to the Business Combination Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Business Combination Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and reports and documents filed with the U.S. Securities and Exchange Commission (the “SEC”). Investors should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Business Combination Agreement. In addition, the representations, warranties, covenants and agreements and other terms of the Business Combination Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other terms may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
Other Agreements
The Business Combination Agreement contemplates the execution of various additional agreements and instruments, on or before the Closing, including, among others, the following:
Tax Receivable Agreement
Simultaneously with the Closing, the Company, OppFi, the Members and the Members’ Representative will enter into a tax receivable agreement (the “Tax Receivable Agreement”), which will provide for, among other things, payment by the Company to the Members of 90% of the U.S. federal, state and local income tax savings realized by the Company as a result of the increases in tax basis and certain other tax benefits related to the transactions contemplated under the Business Combination Agreement and the exchange of Retained OppFi Units for Class A Common Stock (as more fully described in the Tax Receivable Agreement).
Second Amended and Restated Certificate of Incorporation of the Company and Amended and Restated Bylaws of the Company
In connection with the Closing, the Company will amend and restate (i) subject to receipt of Company Stockholder Approval, its current Certificate of Incorporation by adopting the Second Amended and Restated Certificate of Incorporation of the Company (the “Second A&R Certificate of Incorporation”) and (ii) the current Bylaws of the Company by adopting the Amended and Restated Bylaws of Company (the “A&R Bylaws”), to establish a structure containing Class A Common Stock, which will carry such economic and voting rights as set forth in the Second A&R Certificate of Incorporation and A&R Bylaws, and Class V Voting Stock, which will carry only such voting rights as set forth in the Second A&R Certificate of Incorporation and A&R Bylaws (as more fully described in the Second A&R Certificate of Incorporation and A&R Bylaws).
Amended and Restated Limited Liability Company Agreement of OppFi
At the Closing, the Company, OppFi and the Members will enter into the Amended and Restated Limited Liability Company Agreement of OppFi (the “OppFi A&R LLCA”), which will, among other things, permit the issuance and ownership of OppFi Units as contemplated to be issued and owned upon the consummation of the Business Combination, designate the Company as the sole manager of OppFi, provide for the Exchange Rights, otherwise amend and restate the rights and preferences of the OppFi Units and set forth the rights and preferences of the OppFi Units, and establish the ownership of the OppFi Units by the persons or entities indicated in the OppFi A&R LLCA, in each case, as more fully described in the OppFi A&R LLCA.
Amendment to the Sponsor Letter
In connection with the execution of the Business Combination Agreement, certain current officers and directors of the Company (including the Founder Holders (as defined in the Business Combination Agreement)), FG New America Investors LLC (the “Sponsor”), the Company, OppFi and the Members’ Representative have entered into an amendment (the “Amended Sponsor Letter”) to a letter agreement entered into on September 29, 2020 in connection with the Company’s initial public offering (the “Letter Agreement”), pursuant to which, among other things, the Founder Holders agreed to waive any and all anti-dilution rights described in its current Certificate of Incorporation or otherwise with respect to the shares of Class A Common Stock (that formerly constituted shares of Class B Common Stock held by the Founder Holders) held by the Founder Holders that may be implicated by the Business Combination such that the Class B Common Stock Conversion will occur as discussed herein (and as more fully described in the Amended Sponsor Letter).
Investor Rights Agreement
At the Closing, the Company, the Founder Holders, the Members, the Members’ Representative and certain other parties will enter into an Investor Rights Agreement (the “Investor Rights Agreement”), pursuant to which, among other things, (i) the Company, the Founder Holders and certain other parties will terminate the Registration Rights Agreement, dated as of September 29, 2020, entered into by them in connection with the Company’s initial public offering, (ii) the Members’ Representative will have the right to nominate five directors to the board of directors of the Company, subject to certain independence and holdings requirements, (iii) the Company will provide certain registration rights for the shares of Class A Common Stock held by the Members, the Sponsor, and certain other parties, and (iv) a certain Founder Holder and the Members will agree not to transfer, sell, assign or otherwise dispose of the shares of Class A Common Stock and the OppFi Units held by such Founder Holder or such Members, as applicable, for twenty-four months and nine months, respectively, following the Closing, subject to certain exceptions, in each case as more fully described in the Investor Rights Agreement.
A copy of the Amended Sponsor Letter will be filed by amendment on Form 8-K/A to this Current Report within four business days of the date hereof as Exhibit 10.1, and the foregoing description of the Amended Sponsor Letter is qualified in its entirety by reference thereto.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of the Company’s common stock pursuant to the Business Combination Agreement is incorporated by reference herein. The common stock issuable in connection with the transactions contemplated by the Business Combination will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
Item 7.01 Regulation FD Disclosure.
On February 10, 2021, the Company issued a press release announcing that on February 9, 2021, it executed the Business Combination Agreement. A copy of the press release is furnished hereto as Exhibit 99.1.
Furnished as Exhibit 99.2 hereto is the investor presentation that will be used by the Company in connection with the Business Combination. Furnished as Exhibit 99.3 hereto is the transcript of a pre-recorded joint conference call held on February 10, 2021, by the Company and OppFi in connection with the announcement of their entry into the Business Combination Agreement.
The information in this Item 7.01 and Exhibits 99.1, 99.2 and 99.3 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
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 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 Current Report on Form 8-K 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; (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 Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K 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, or an exemption therefrom.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated February 10, 2021. | |
| 99.2 | Investor Presentation. | |
| 99.3 | Transcript for Investor Call, dated February 10, 2021. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FG NEW AMERICA ACQUISTION CORP. | ||
| By: | /s/ Larry G Swets, Jr. | |
| Name: | Larry G. Swets, Jr. | |
| Title: | Chief Executive Officer | |
Date: February 10, 2021
Exhibit 99.1
Opportunity Financial (“OppFi”), a Leading Fintech Platform Powering Credit Access for the Everyday Consumer, Enters into Definitive Business Combination Agreement with FG New America Acquisition Corp.
| · | OppFi’s proprietary next generation financial technology platform drives strong and consistent growth, with over 66% revenue CAGR since 2017 |
| · | Expects to Reach 2020 Revenue of $323 Million |
| · | Expects to Reach 2020 Adjusted EBITDA* of $99 Million |
| · | Implied equity value of the combined company at closing is approximately $800 million; Business Combination expected to be fully funded through cash in trust |
| · | Chief Executive Officer Jared Kaplan to continue to lead OppFi following the close of the transaction, expected by the end of the second quarter of 2021 |
| · | Investor call scheduled for February 10, 2021 at 8:00 am E.T. |
CHICAGO – February 10, 2021 - Opportunity Financial, LLC (“OppFi”), a leading financial technology platform that serves the everyday consumer, and FG New America Acquisition Corp. (NYSE: FGNA), a special purpose acquisition corporation (“SPAC”), today announced they have entered into a definitive business combination agreement for a business combination that would result in OppFi becoming a public company. Upon closing, the combined company’s common stock is expected to trade on the New York Stock Exchange under the ticker “OPFI.” The business combination is expected to close by the end of the second quarter of 2021, subject to customary closing conditions.
FGNA Chairman Joe Moglia stated, “My team at FG New America and I are thrilled to announce this transaction with OppFi, as serving the financial needs of the everyday consumer is very much in our DNA. We have been highly impressed by the significant growth the OppFi team has achieved through their innovative platform and the proven ability to scale, all while faithfully serving their customers.”
OppFi CEO Jared Kaplan stated, “OppFi is at the forefront of a high growth digital financial services revolution. We are a leading financial technology platform that powers banks through a multitude of products and our unwavering commitment to customer service. We’re tremendously proud of the team that has made our progress possible through a commitment to serving consumers excluded from the traditional system through fair, transparent products and an extraordinary customer experience. We see a solid opportunity ahead for OppFi to be the financial champion for the nearly 60 million everyday consumers in the U.S. as we continue to innovate our array of products, technology and capabilities in the years ahead. We are excited to be joining with the FGNA team to help make this a reality.”
* Non-GAAP Financial Measures: Adjusted EBITDA, Adjusted Net Income and Adjusted Net Income Margin are financial measures that have not been prepared in accordance with Regulation S-X. See the “Note Regarding Non-GAAP Financial Measures” below for a detailed description and reconciliation of such Non-GAAP financial measures to their most directly comparable GAAP financial measures, as required by Regulation G.
OppFi has facilitated more than 1.5 million loans over the past nine years and believes that the company’s approach and strategy have positioned OppFi to continue to gain share of market and outperform.
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“I am extremely proud of the success and growth OppFi has experienced since its inception. More importantly, we help customers access a better financial path with the superior experience they deserve. This is an exciting stage in the company’s evolution, which we believe will enable us to further expand our mission and be the financial destination for the tens of millions of everyday consumers that need access more than ever,” said Todd Schwartz, Founder and Executive Chairman, OppFi.
Key Takeaways
| · | OppFi addresses a vast unmet need for U.S. consumers, as nearly 60 million consumers lack access to mainstream financial products |
| · | AI-enabled financial services platform is scalable and mobile |
| · | Over 66% revenue CAGR since 2017, achieving estimated revenue of $323 million in 2020 |
| · | Consistent profitability, with estimated Adjusted Net Income* of $53 million in 2020 and an Adjusted Net Income margin* of 17% |
| · | The core customer is the median U.S. consumer, earning approximately $50,000 annually, employed and has a bank account, but is often locked out of traditional mainstream financial products |
| · | Significant scale, facilitating more than $2.3 billion in loan issuances covering over 1.5 million loans |
| · | Nationally recognized and awarded for its exceptional customer service, and a net promoter score of 84, coupled with its focus on financial education |
| · | Meaningful opportunity to expand products and services |
Transaction Overview
The transaction implies an equity valuation at closing for the combined company of approximately $800 million and is expected to be fully funded through cash in trust. The equity value represents 12.2x and 9.1x projected 2021 and 2022 Adjusted Net Income, respectively. It is estimated that 100% of net proceeds will be used to pay cash consideration to existing equityholders of OppFi.
Existing OppFi equityholders will initially retain approximately 62% ownership in the pro forma company, assuming none of FGNA’s public stockholders elect to redeem their shares in connection with the closing of the transaction. Existing OppFi equityholders will have the potential to receive additional earn-out shares over three years if certain stock price targets are met.
The Boards of Directors of OppFi and FGNA have each unanimously approved the transaction.
Advisors
Moelis & Company is serving as exclusive financial advisor to Opportunity Financial, LLC. Needham & Company, ThinkEquity, a division of Fordham Financial Management, Inc., Piper Sandler & Co., and Northland Securities are serving as capital markets advisors to FG New America Acquisition Corp. DLA Piper LLP (US) is serving as legal advisor to Opportunity Financial, LLC. White & Case LLP is serving as legal advisor to FG New America Acquisition Corp.
Investor Webcast and Conference Call Information
Opportunity Financial, LLC and FG New America Acquisition Corp. will host a joint investor webcast and conference call to discuss the proposed transaction today on February 10, 2021 at 8:00 am ET.
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A webcast will be available here and can also be accessed on www.opploans.com/investor-relations as well as on FG New America Acquisition Corp.’s website at https://www.fgnewamerica.com.
For those who wish to participate by telephone, please dial 1- 877-407-4018 (U.S.) or 1- 201-689-8471 (International) and reference the Conference ID 13716408.
A replay of the call will also be available via webcast at www.opploans.com/investor-relations or https://www.fgnewamerica.com.
FG New America Acquisition Corp. will file an investor presentation relating to the proposed transaction with the U.S. Securities and Exchange Commission (the “SEC”) as an exhibit to a Current Report on Form 8-K prior to the call, which will be available on the SEC’s website at www.sec.gov. All materials can also be found at https://www.fgnewamerica.com and at www.opploans.com/investor-relations.
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 www.opploans.com/investor-relations.
About FGNA
FG New America Acquisition Corp. is a NYSE-listed blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
Non-GAAP Financial Measures
This press release includes certain non-GAAP financial measures that are unaudited and do not conform to Regulation S-X, including Adjusted EBITDA, Adjusted Net Income and Adjusted Net Income Margin. Adjusted EBITDA is defined as Adjusted Net Income, pro forma for fair market value accounting, plus 1) taxes at an assumed 25% tax rate, 2) depreciation and amortization 3) interest expense and 4) business (non-income) taxes. Adjusted Net Income is defined as current audited financials earnings before tax, pro forma for fair market value accounting, plus 1) recruiting fees, severance and relocation, 2) amortization of debt transaction costs and 3) other addbacks and one-time expenses including one-time implementation fees, stock compensation expenses, IPO readiness costs and management fees; and assumes a tax rate of 25%. The pro forma fair market value accounting adjustments are due to OppFi’s transition from an expected credit loss application to a fair market value application acceptable under US GAAP. Historically, under the expected credit loss application, OppFi has reserved for life losses due to the short duration of receivables. These financial measures are not prepared in accordance with accounting principles generally accepted in the United States and may be different from non-GAAP financial measures used by other companies. FGNA and OppFi believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends. These non-GAAP measures with comparable names should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with GAAP. A reconciliation for the Company’s non-GAAP financial measures to the most directly comparable GAAP financial measures is located at the end of this press release.
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Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. FGNA’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, FGNA’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 FGNA’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 definitive business combination agreement (the “Agreement”); (2) the outcome of any legal proceedings that may be instituted against FGNA and OppFi following the announcement of the 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 FGNA, certain regulatory approvals or satisfy other conditions to closing in the Agreement, including with respect to the levels of FGNA stockholder redemptions; (4) the occurrence of any event, change or other circumstance that could give rise to the termination of the 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 FGNA 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 FGNA’s other filings with the SEC. FGNA and OppFi caution that the foregoing list of factors is not exclusive. FGNA and OppFi caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. FGNA 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.
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Important Information and Where to Find It
In connection with the proposed business combination, FGNA intends to file a preliminary proxy statement and a definitive proxy statement with the SEC. FGNA’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 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.
Contacts:
OppFi
Investor Relations: Investors@opploans.com
Media Relations: media@opploans.com
FGNA
Investor Relations: info@fgnewamerica.com
Media Relations: media@fgnewamerica.com
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OppFi Current Audited Financials EBT to Fair Market Value EBT Reconciliation
| ($ in millions) | 2017A | 2018A | 2019A | 2020E | ||||||||||||
| Current Audited Financials EBT1 | $ | 3 | $ | 10 | $ | 33 | $ | 79 | ||||||||
| Loan Loss Reserve Adjustment | 7 | 19 | 26 | 1 | ||||||||||||
| Capitalization Adjustment | (1 | ) | (6 | ) | (8 | ) | 5 | |||||||||
| Increase / (Decrease) in FMV | 5 | 14 | 18 | (17 | ) | |||||||||||
| Pro Forma Fair Market Value EBT2 | $ | 13 | $ | 36 | $ | 68 | $ | 68 | ||||||||
| Taxes3 | (3 | ) | (9 | ) | (17 | ) | (17 | ) | ||||||||
| Pro Forma Fair Market Value Net Income | $ | 10 | $ | 27 | $ | 51 | $ | 51 | ||||||||
Note: Excludes transaction expenses
| 1. | Represents Net Income as reported in audited financial statements, as the Company does not have tax liability under current LLC pass-through structure |
| 2. | The Company is transitioning from an expected credit loss application to a fair market value application acceptable under US GAAP. Historically under the expected credit loss application, the Company has reserved for life losses due to the short duration of receivables |
| 3. | Assumes tax rate of 25% |
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OppFi Current Audited Financials EBT to Adjusted EBT Reconciliation
| ($ in millions) | 2017A | 2018A | 2019A | 2020E | ||||||||||||
| Current Audited Financials EBT1 | $ | 3 | $ | 10 | $ | 33 | $ | 79 | ||||||||
| Recruiting Fees, Severance & Relocation | 0.2 | 0.3 | 0.3 | 0.1 | ||||||||||||
| Amortization of Debt Transaction Costs | 0.5 | 0.6 | 1.8 | 1.9 | ||||||||||||
| Other Addback and One-Time Expenses2 | 1.1 | 0.6 | 0.5 | 1.1 | ||||||||||||
| Current Audited Financials Adj. EBT | $ | 4 | $ | 11 | $ | 36 | $ | 82 | ||||||||
| Taxes3 | (1 | ) | (3 | ) | (9 | ) | (20 | ) | ||||||||
| Current Audited Financials Adj. Net Income | $ | 3 | $ | 8 | $ | 27 | $ | 61 | ||||||||
Note: Excludes transaction expenses
| 1. | Represents Net Income as reported in audited financial statements, as the Company does not have tax liability under current LLC pass-through structure |
| 2. | Includes one time implementation fees, stock compensation expenses, IPO readiness costs and management fees |
| 3. | Assumes tax rate of 25% |
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OppFi Fair Market Value EBT to Fair Market Value Adj. EBT and EBITDA Reconciliation
| ($ in millions) | 2017A | 2018A | 2019A | 2020E | ||||||||||||
| Pro Forma Fair Market Value EBT | $ | 13 | $ | 36 | $ | 68 | $ | 68 | ||||||||
| Recruiting Fees, Severance & Relocation | 0.2 | 0.3 | 0.3 | 0.1 | ||||||||||||
| Amortization of Debt Transaction Costs | 0.5 | 0.6 | 1.8 | 1.9 | ||||||||||||
| Other Addback and One-Time Expenses1 | 1.1 | 0.6 | 0.5 | 1.1 | ||||||||||||
| Pro Forma Fair Market Value Adj. EBT | $ | 15 | $ | 37 | $ | 71 | $ | 71 | ||||||||
| Taxes2 | (4 | ) | (9 | ) | (18 | ) | (18 | ) | ||||||||
| Pro Forma Fair Market Value Adj. Net Income | $ | 11 | $ | 28 | $ | 53 | $ | 53 | ||||||||
| Taxes2 | 4 | 9 | 18 | 18 | ||||||||||||
| Depreciation and Amortization | 1 | 2 | 4 | 7 | ||||||||||||
| Interest Expense | 6 | 12 | 21 | 19 | ||||||||||||
| Business (Non-income) Taxes | -- | 0.3 | 1 | 2 | ||||||||||||
| Pro Forma Fair Market Value Adj. EBITDA | $ | 22 | $ | 52 | $ | 97 | $ | 99 | ||||||||
Note: Excludes transaction expenses
| 1. | Includes one time implementation fees, stock compensation expenses, IPO readiness costs and management fees |
| 2. | Assumes tax rate of 25% |
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Exhibit 99.2
Investor Presentation February 2021 A Leading FinTech Platform for the Everyday Consumer
1 Disclaimer This presentation (the “Presentation ”) is for information purposes only . This Presentation has been prepared to assist parties in making their own evaluation with respect to a proposed transaction (the “Transaction”) as contemplated by a definitive business combination agreement between FG New America Acquisition Corp . (“FGNA”) and Opportunity Financial, LLC (the “Company”) and for no other purpose . Certain information contained herein has been derived from sources prepared by third parties . While such information is believed to be reliable for the purposes used herein, neither FGNA nor the Company makes any representation or warranty with respect to the accuracy of such information . Trademarks and trade names referred to in this Presentation are the property of their respective owners . This Presentation does not constitute an offer to sell or the solicitation of an offer to purchase any securities of FGNA, the Company, or any other person . The information contained herein does not purport to be all - inclusive . This Presentation does not constitute investment, tax, or legal advice . No representation or warranty, express or implied, is or will be given by FGNA or the Company or any of their respective affiliates, directors, officers, employees or advisers or any other person as to the accuracy or completeness of the information in this Presentation or any other written, oral, or other communications transmitted or otherwise made available to any party in the course of its evaluation of the possible Transaction, and no responsibility or liability whatsoever is accepted for the accuracy or sufficiency thereof or for any errors, omissions or misstatements, negligent or otherwise, relating thereto . The information contained in this Presentation is preliminary in nature and is subject to change, and any such changes may be material . FGNA and the Company disclaim any duty to update the information contained in this Presentation, which information is given only as of the date of this Presentation unless otherwise stated herein . Forward - Looking Statements This Presentation contains certain “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 , Section 27 A of the Securities Act of 1933 , as amended (the “Securities Act”), and Section 21 E of the Securities Exchange Act of 1934 , as amended, including statements regarding FGNA and the Company and the potential Transaction between FGNA and the Company and their respective management teams’ expectations, hopes, beliefs, intentions or strategies regarding the future . In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward - looking statements . The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward - looking statements, but the absence of these words does not mean that a statement is not forward - looking . These forward - looking statements are based on FGNA’s and the Company’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events . We caution you that these forward - looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond FGNA’s and the Company’s control, that could cause the actual results to differ materially from the expected results if and when FGNA and the Company enter into a definitive agreement for a potential Transaction . 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 definitive business combination agreement (the “Agreement”) ; ( 2 ) the outcome of any legal proceedings that may be instituted against FGNA and OppFi following the announcement of the 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 FGNA, certain regulatory approvals or satisfy other conditions to closing in the Agreement, including with respect to the levels of FGNA stockholder redemptions ; ( 4 ) the occurrence of any event, change or other circumstance that could give rise to the termination of the 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 FGNA 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 FGNA’s other filings with the United States Securities and Exchange Commission . The foregoing list of factors is not exclusive . You should not place undue reliance upon any forward - looking statements, which speak only as of the date made . FGNA and the Company 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 . Financial Statements The audit for the Company’s fiscal year end December 31 , 2020 financial results included in this presentation is underway, and the Company’s 2020 financial results are potentially subject to further adjustment . Investors are cautioned not place undue reliance upon these results . Non - GAAP Financial Measures Certain financial information and data contained this Presentation is unaudited and does not conform to Regulation S - X . Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in, any information or proxy statement, or prospectus or registration statement to be filed by FGNA with the SEC . Some of the financial information and data contained in this Presentation, such as Adjusted Net Income and CAGR and Margin thereof, and Adjusted EBITDA, Adjusted EBT and CAGR and Margin thereof, have not been prepared in accordance with United States generally accepted accounting principles (“GAAP”) . These non - GAAP measures of financial results are not GAAP measures of our financial results or liquidity and should not be considered as an alternative to net income (loss) as a measure of financial results, cash flows from operating activities as a measure of liquidity, or any other performance measure derived in accordance with GAAP . FGNA and the Company believe these non - GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to the Company’s financial condition and results of operations . The Company’s management uses these non - GAAP measures for trend analyses and for budgeting and planning purposes . FGNA and the Company believe that the use of these non - GAAP financial measures provides an additional tool for investors to use in evaluating projected operating results and trends in and in comparing the Company’s financial measures with other similar companies, many of which present similar non - GAAP financial measures to investors . Management does not consider these non - GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP . The principal limitation of these non - GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in the Company’s financial statements . In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non - GAAP financial measures . In order to compensate for these limitations, management presents non - GAAP financial measures in connection with GAAP results . You should review the Company’s audited financial statements, which will be included in any information or proxy statement, or prospectus or registration statement to be filed by FGNA with the SEC . A reconciliation for the Company’s 2017 through 2020 E non - GAAP financial measures to the most directly comparable GAAP financial measures is located in the Appendix pages 43 - 45 . A reconciliation of the 2021 P through 2023 P non - GAAP financial measures to the most directly comparable GAAP financial measures is not included in this Presentation, because, without unreasonable efforts, the Company is unable to predict with reasonable certainty the amount or timing of non - GAAP adjustments that are used to calculate these Non - GAAP financial measures . Projected Financial Information This Presentation contains financial forecasts, including with respect to the Company’s estimated and projected revenue, revenue growth, Adjusted Net Income, Adjusted EBT, Adjusted EBITDA, and CAGR and margins with respect to Adjusted Net Income and Adjusted EBITDA . Neither the Company’s certified public accountant (“CPA”) nor the independent registered public accounting firm of FGNA or the Company, audited, reviewed, compiled, or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this Presentation . These projections should not be relied upon as being necessarily indicative of future results . Any estimates, forecasts or projections set forth in the Presentation have been prepared by FGNA and the Company in good faith on a basis believed to be reasonable . Such estimates, forecasts and projections involve significant elements of subjective judgment and analysis and reflect numerous judgments, estimates and assumptions that are inherently uncertain in prospective financial information of any kind . As such, no representation can be made as to the attainability of such estimates, forecasts and projections . The recipient is cautioned that such estimates, forecasts or projections have not been audited and have not been prepared in conformity with GAAP . The estimates, forecasts and projections included in this Presentation are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information, which include, but are not limited to, those mentioned in the prior paragraphs under the caption “Forward - Looking Statements . ” The recipient therefore should not rely on the estimates, forecasts or projections contained in the Presentation . No Offer or Solicitation This presentation shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transaction . This presentation 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 . No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act . Website This Presentation contains reproductions and references to the Company’s website and mobile content . The contents of the website and mobile content are not incorporated into this Presentation . Any references to URLs for the websites are intended to be inactive textual references only .
2 Table of Contents Intro To OppFi 5 Key Investment Highlights 16 Delivery Model & Product 26 Financial Performance 34 Benchmarking & Valuation 38 Appendix 41
3 FG New America Acquisition Corp x FinTech with Exponential Growth x Massive Underserved Addressable Market x Proprietary AI Underwriting Technology x Strong Senior Management Team x Industry Consolidation Opportunity x Large Free Cash Flow Generation x Devotion to Customer Service with NPS of 84 OppFi: Investment Thesis Joe Moglia , Chairman • Retired Chairman and CEO of TD Ameritrade and former executive at Merrill Lynch • Grew TD Ameritrade from $700 million market cap to $20 billion+ market cap and sold to Charles Schwab • Chair of Athletics and Former Head Football Coach at Coastal Carolina University • Co - Founder of Fundamental Global (FG) Larry Swets , CEO • Founded Itasca Financial and sold to Kingsway Financial Services, where he became CEO • SPAC Merchant Banker with public company executive and board experience including GreenFirst Forest Products, FG Financial Group and Limbach Holdings Kyle Cerminara, President • Co - Founder and CEO of Fundamental Global (FG) • Former Buyside at T. Rowe Price, Point72 and Highside • Institutional Investor Magazine Best of Buyside for Financial Sector (2006) FG New America Team 3
4 • Implied pro forma fully diluted equity value of $803.0mm 1 ; implied enterprise value of $ 909.4mm 2 • Transaction multiples: • Equity Value / Adj. Net Income: 12.2x (2021P), 9.1x (2022P) 1,3,4 • Enterprise Value / Adj. EBITDA: 6.9x (2021P), 5.0x (2022P) 1,3,5 • Transaction expected to be fully funded through cash in trust with net proceeds going to pay cash consideration to existing OppFi shareholders 6 • Current owners will initially retain ~62% ownership in public OppFi 6 • The transaction is expected to close in Q2 2021 Transaction Overview Transaction Overview Pro Forma Ownership 1,6 1. Assumes no redemptions and excludes any impact of excess working capital at close 2. Includes net debt of $ 106.4mm 3. 2021P projections exclude potential impact of additional government stimulus 4. Adj. Net Income represents Adj. EBT tax - affected at 25% assumed tax rate. Pro forma for fair market value accounting and include s anticipated recurring public company costs 5. Adj. EBITDA pro forma for fair market value accounting and includes anticipated recurring public company costs 6. Assumes a share price of $10.00. Ownership excludes dilutive impact of ~5.6 million Sponsor warrants struck at $11.50 and $15.00, ~11.9 million Public Warrants struck at $11.50 and 25.5 million seller earnout shares released at share price hurdles of $12.00, $13.00 and $14.00 62% 30% 8% Seller Rollover SPAC Investors FGNA Sponsor
5 Introduction to OppFi A platform that puts you in control
6 6 Management Jared Kaplan OppFi, CEO Shiven Shah OppFi, CFO 7 - Time Executive
7 7 We facilitate financial inclusion and credit access to the 60 million Everyday Consumers who lack access to traditional credit through best available products and an unwavering commitment to our customers Meet OppFi
8 Many Americans Lack Savings and Credit Access 8 of 10 Americans live paycheck to paycheck 1 58% of Americans have less than $1,000 in savings 2 60 million Americans lack access to credit 3 1. Friedman, Zack. "78% Of Workers Live Paycheck To Paycheck.“ Forbes.com, January 11, 2019 2. Elkins, Kathleen. “Here’s how much money Americans have in their savings accounts.” CNBC.com, Sept 13, 2017 3. Hamdani, Kausar, et al. “UNEQUAL ACCESS TO CREDIT The Hidden Impact of Credit Constraints.” NewYorkFed.org, 2019
9 9 Consumers x 5 minute application process x Instant access to fair, transparent credit x Opportunity to build financial health x Best - in - class mobile acquisition x Alternative data underwriting algorithms x Industry - leading customer service Banks Value to Bank Partners Value to Customers OppFi’s 100% Digital Solution Powers Banks to Deliver Credit Access to the Everyday Consumer Best - In - Class Financial Technology Platform
10 The Digital Financial Service Destination for the Everyday Consumer Our platform leverages proprietary technology and human interaction to best serve the Everyday Consumer Near Prime Lending Payroll Deduction Lending Launched December 2020 Mobile Banking & Debit Point of Sale Lending Credit Cards Mortgage Planned Launch in H2 2021 x Digitally enabled lending platform x Best - in - class c ustomer experience x Real - time data analytics powered by AI x ~75% of decisions are automated x Diverse marketing strategy x Experienced FinTech Management OppFi Card Potential Future OppFi Products and Current Market Participants Powered by OppFi 10
11 11 Robust Customer Demand More than 2.5 million applications annually, of which 80% are mobile generated Leading Proprietary Credit & Technology Platform Real - time AI drives automation for ~75% of decisions Exceptional Customer Satisfaction Net Promoter Score of 84; 10,000+ online customer reviews with 4.9 / 5.0 average rating Key Company Highlights Consistent Growth 100%+ 5 year Revenue CAGR 1 Strong Profitability Projected Adj. Net Income of ~$66mm in 2021 and ~$88mm in 2022 2 Significant Scale Facilitated $2.3+ billion in issuance covering 1.5+ million loans 1. 2015 – 2020 2. Adj. Net Income represents Adj. EBT tax - affected at 25% assumed tax rate. Pro forma for conversion for fair market value account ing. Includes anticipated recurring public company costs. 2021P projections exclude potential impact of additional government stimulus
12 Customers Praise OppFi “You gave me a chance when no one else would” “The entire process was a breeze ” “Terms were very reasonable ...and transparent ” “ No penalties for early payoff” Accredited Business Unrivaled Customer Satisfaction Regardless of Credit Band 1 1 1 1. As of 1/11/21 12
13 Employees are Highly - Satisfied Impressive Growth 2016 2017 2018 2019 2020 #445 #219 #340 #321 #539 Building a Tremendous Employee Culture 2018 & 2019 Best Places to Work 2019 Best Places to Work Chicago 2018 Best Places to Work 2018 Top Chicago Workplace 13
14 Platform with Proven Ability to Scale Profitably Revenue 1 Adj. EBITDA 1,2 Adj. Net Income 1,3 Note: Reconciliation of non - GAAP to GAAP financials for 2017 through 2020E located in Appendix pages 43 - 45 1. 2021P projections exclude potential impact of additional government stimulus 2. Adj. EBITDA pro forma for fair market value accounting. 2021P – 2023P include anticipated recurring public company costs 3. Adj. Net Income represents Adj. EBT tax - affected at assumed tax rate of 25%. Pro forma for fair market value accounting. 2021P – 2023P include anticipated recurring public company costs ($ in millions) Margin 31 % 3 9% 36 % 31% 32% 28% 29% Margin 16% 21% 20% 17% 16% 13% 15% 52% ’17A - ’23P Revenue CAGR 50% ’17A - ’23P Adj. EBITDA CAGR 50% ’17A - ’23P Adj. Net Income CAGR $70 $134 $268 $323 $418 $656 $875 - $100.0 $200.0 $300.0 $400.0 $500.0 $600.0 $700.0 $800.0 $900.0 $1,000.0 '17A '18A '19A '20E '21P '22P '23P $22 $52 $97 $99 $132 $182 $254 - $50 $100 $150 $200 $250 $300 '17A '18A '19A '20E '21P '22P '23P
15 On Track to Become the Digital Financial Service Destination for the Everyday Consumer Unique Customers (Customers in 000s) Unique customer base growing at 82% CAGR since Q1 2017 51% YoY Growth Note: Cumulative number of unique customers on the OppFi platform 63 78 93 110 124 155 192 233 261 311 377 445 491 509 547 594 899 2017 Q1 2017 Q2 2017 Q3 2017 Q4 2018 Q1 2018 Q2 2018 Q3 2018 Q4 2019 Q1 2019 Q2 2019 Q3 2019 Q4 2020 Q1 2020 Q2 2020 Q3 2020 Q4 2021P
16 Key Investment Highlights
17 17 Key Investment Highlights Best - in - Class Customer Experience Exceptional Unit Economics Expanding Ecosystem of New Products and Services Experienced FinTech Management Team Vast, Underserved Market Opportunity Scalable and Diversified Marketing Platform Proprietary AI - Powered Credit Decisioning Algorithms
18 Vast, Underserved Market Opportunity 1 1. US Census Bureau 2. Hamdani, Kausar, et al. “UNEQUAL ACCESS TO CREDIT The Hidden Impact of Credit Constraints.” NewYorkFed.org, 2019 3. Assumes $1,500 installment loan issued principal ~$27 billion 3 Potential Annual Loan Originations U.S. Population Estimate ~330 million 1 Target Credit Population ~60 million 2 Qualified Market (at 30%) ~18 million Adult Population ~255 million 1 Implies Current Penetration of <1%
19 104,493 281,256 518,111 509,833 $103 $79 $71 $60 ($50) ($30) ($10) $10 $30 $50 $70 $90 $110 $130 0 100,000 200,000 300,000 400,000 500,000 600,000 700,000 800,000 900,000 1,000,000 2017 2018 2019 2020 Total Funded Loans Average mCPF 100% Digital, Scalable & Proprietary Diversified Marketing Platform Diverse Marketing Strategy 2 1. Represents SEO, Email Marketing, Customer Referrals, Strategic Partnerships and Other 2. Represents marketing cost per funded loan for new and refinance loans Decreasing Cost Per Funded Loan Over Time Substantial shift away from Direct Mail towards lower cost Non - Direct Mail 1 2 43.4% 23.9% 18.4% 15.9% 56.6% 76.1% 81.6% 84.1% -10.0% 10.0% 30.0% 50.0% 70.0% 90.0% 110.0% 2017 2018 2019 2020 Direct Mail Non-Direct Mail Marketing Partners …plus 50+ others
20 Proprietary AI Powered, Credit Decisioning Algorithms… 3 Our proprietary algorithms look beyond credit score to instantly identify borrowers who have the ability and willingness to repay ~75% of Decisions are Automated
21 …Supported by Modern and Leverageable Technology Stack 3 Microservice Infrastructure Modern Data Warehouse Machine Learning Real - time Data & Analytics Continuous A/B Testing Bank Verification Income Verification $18 Million in 2020 Technology Spend 1 1. Technology spend represents cash expense of full time employees and vendor spend
22 Best - in - Class Customer Experience 4 OppFi is the market leader in customer satisfaction regardless of credit band, and compares favorably against iconic brands recognized for their superior customer satisfaction ratings Market Leading Net Promoter Score 1 1. Satmetrix 2020 Consumer Survey 2. As of 1/11/21 2 Recognized By Leading Customer Quality Indicators Banking Average 84 76 71 70 67 57 36 2 2
23 ($692) ($200) ($138) ($92) $1,657 $535 ($100) $100 $300 $500 $700 $900 $1,100 $1,300 $1,500 $1,700 Revenue Realized Net Writeoffs Acquisition Cost Servicing Cost Interest Expense Lifetime Contribution Exceptional Unit Economics 5 Illustrative Lifetime Value of a Customer MOIC ~2.0x Note: Customer average length is 2.5 loans, with ~11 month weighted average life. ~75% of lifetime contribution occurs after the first loan 1. Revenue realized based on amortization schedule adjusted for prepay (lost interest income) and refinancing 2. Represents write - offs net of recoveries assuming ~40% of revenue realized is written - off 3. Assumes $200 cost per funded loan (CPF) on new loans; refinance loans incur no acquisition cost 4. Includes customer center personnel costs (servicing and origination), underwriting and bank processing fees 5. Represents interest expense paid by Company on debt - financed loan portion (82% of original loan) 6. Represents pre - tax income per new loan origination 1 2 3 4 5 6
24 Expanding Ecosystem of New Products and Services 6 We are leveraging our platform to become a premier financial services destination for the Everyday Consumer Near Prime Lending Payroll Deduction Lending Powered by OppFi Launched December 2020 Credit Card Planned Launch in H2 2021 OppFi Card Gateway opportunity to expanding core customer set, engaging already - built competencies Mobile Banking & Debit Point of Sale Lending Mortgage Potential Future OppFi Products and Current Market Participants
25 25 Sal Hazday, Chief Operating Officer • Joined OppFi in 2017 • Formerly SVP/GM Small Business Services at ADP in addition to various other leadership positions • Held various leadership roles at Office Depot, Adjoined Consulting and Accenture Chris McKay, Chief Credit Officer • Joined OppFi in 2013 • Most recently at Capital One, where he managed Credit Card Analytics for twelve retail partner products • Held management roles in both the Auto Finance and Credit Card Divisions at HSBC North America John O’Reilly, Chief Marketing Officer • Joined OppFi in 2016 • Previously consulted for Agora as interim CMO, and prior to that was SVP Marketing at OptionsHouse • Prior marketing roles at companies include Navistar, FTD.com, and Chicago Tribune Stacee Hasenbalg, Chief Compliance Officer • Joined OppFi in 2018 • Over 20 years in banking and financial services including: General Counsel and CCO at Beyond Finance, CCO and BSA Officer at Avant Credit, Associate General Counsel & US Regulatory Liaison at BMO Shiven Shah, Chief Financial Officer • Joined OppFi in 2017 • Previously CFO for ABN AMRO Clearing Group • Former Head of Finance for Chicago based prop trading group, Peak6 • Held various Finance positions at Citigroup Yuri Ter - Saakyants , Chief Technology Officer • Joined OppFi in 2020 • Founding CTO of Insureon where he spent 9+ years building pioneer insuretech B2C, B2B, and B2B2C platforms • Previously held various leadership roles including SVP Technology at MediaOcean Marv Gurevich, General Counsel • Joined OppFi in 2017 • Held senior legal positions at Enova, Avant, Liberty Lending and Beyond Finance • Prior to that had business roles at Deutsche Bank and Bank of New York Todd Schwartz, Founder and Chairman • Founded OppFi in 2012 • Managing Principal at the Schwartz Capital Group • Partner at Strand Equity • Founder and CEO of Beach Coast Properties Jared Kaplan, President & CEO • Joined OppFi in 2015 • Previously, Co - Founder and EVP of Insureon • Led financial technology investing at Accretive, LLC, a private equity firm • Former Investment Banker at Goldman Sachs & Co. in TMT 7 Karishma Patel Buford, Chief People Officer • Joined OppFi in 2019 • Over 12 years of leadership experience in human resources and talent management • Previously Head of Global Talent Management at Groupon Experienced FinTech Management Team
26 Delivery Model & Product
27 OppFi customers can use proceeds for any unexpected expense , not just durable goods We Serve the Median U.S. Consumer Typical Customer is the Everyday Consumer • Thick File • Median Income • Employed • Bank Account • >30 Years Old • Educated • No Savings Car Trouble Medical Housing Family Education
28 Typical Customer Journey Graduate to Mainstream Credit • Provide pathway to lower cost, more mainstream products over time, such as Payroll Deduction Loans and Credit Cards “Turn Up” Process • Perform diligent search on customers’ behalf for sub - 36% APR • 92% of the time no offers of credit returned Servicing & Repayment • Deliver Zappos - like customer happiness Customer Applies Online • 80% Mobile • Typically facing a financial emergency Rebuilding Financial Health • Reward customers with better pricing over time • Offer Financial Education through programs such as OppU Approval & Funding • In most cases, instant decisions with next day funding OppFi offers customers a transparent pathway to building credit without trapping them in a cycle of debt
29 ~17,000% ~235% - 330% ~200% ~130% 30% - 160% 0% 200% 400% 600% 800% 1000% 1200% Bank Overdraft Payday & Title Loans LTO Earned Wage Access • Simple interest, amortizing installment loans with no balloon payments • No origination fees • No late fees • No NSF fees • No prepayment penalties • Report to the 3 major credit bureaus • Work compassionately with customers who require payment plan modification Superior Value Proposition Best product available Underbanked Option APRs Traditionally, financing options for the underbanked have been limited, with exorbitant interest rates and poor customer service A Cheaper, Better Product for Non - Prime Average Loan Amount ~$1,500 Average Term ~11 Months 1 1. Assumes $200 amount financed with $5 finance charge 7 days between the advance and employee’s regularly scheduled paydate
30 30 Our Installment Product: Attractive Alternative to LTO Lease - to - Own Providers Installment Financing Affordable monthly payments x x Transparent Pricing Cost of loan known up front No fees x Financing Options Ability to finance anything Not limited to durable goods x Builds Customer Loyalty Loyalty not tied to merchant x Credit Building Features Reporting to 3 major credit bureaus Diligent search to secure mainstream financial product Improved pricing with repayment x
31 Freshman: Spending Junior: Credit Sophomore: Budget & Saving Senior: Debt & Loans OppU, OppFi’s Financial Education Platform • An innovative education program offered that reinforces positive credit behavior • Free, standards - aligned courses • Teach financial literacy in a way that’s fun, practical, and easy to understand • Perfect for K - 12, college students and adults At OppU , you learn to take control of your money
32 Why Salary Tap? Facilitate credit access at lower rates through payroll deduction • New payroll verification technologies make it easier to verify income, employment and secure repayment through deduction • Results in larger, lower priced loans for consumers with strong unit economics for banks and lending platforms • Can be sold direct, through employers or through financial wellness brokers
33 Our understanding of the Everyday Consumer makes OppFi a natural entrant to the credit card market Why the OppFi Credit Card? • Graduation product for OppFi customers • Ability to move up market nationally • Can grab market share with higher limits, lower fees, mobile optimized user experience, outstanding customer service and rewards • Virtual card with immediate issuance serves as potential foray into Point of Sale • Opportunity to build financial health
34 Financial Performance
35 Summary Financial Projections: Income Statement ($ in millions) 2017A 2018A 2019A 2020E 2021P 1 2022P 2023P Revenue $70 $134 $268 $323 $418 $656 $875 Adj. EBITDA 2 22 52 97 99 132 182 254 Adj. Net Income 3 $11 $28 $53 $53 $66 $88 $127 Key Metrics Revenue Growth 150% 92% 100% 20% 30% 57% 33% Adj. EBITDA Margin 31% 39% 36% 31% 32% 28% 29% Adj. Net Income Margin 16% 21% 20% 17% 16% 13% 15% Note: Reconciliation of non - GAAP to GAAP financials for 2017 through 2020E located in Appendix pages 43 - 45 1. 2021P projections exclude potential impact of additional government stimulus 2. Adj. EBITDA presented pro forma for fair market value accounting. 2021P – 2023P include anticipated recurring public company cos ts 3. Adj. Net Income represents Adj. EBT tax - affected at assumed tax rate of 25%. Pro forma for fair market value accounting. 2021P – 2023P include anticipated recurring public company costs
36 $164 $282 $276 $510 $800 $1,145 0 200 400 600 800 1000 1200 2018A 2019A 2020E 2021P 2022P 2023P Credit Card Salary Tap Installment Loans Growth Strategy and Drivers • Assumed return to pre - COVID demand • Improved conversion rate optimization of acquisition funnel • Operational leverage driven by technology gains in automation and productivity • Stable credit • Employer adoption of financial wellness • Maturation of instant payroll verification and allotment tools • Extension of customer loyalty to graduation product • Potential disruption of large market where current players lack in mobile acquisition and user experience, offer low limit products with high fees as % of principal, and provide poor customer service ($ in millions) 34% ’18A - ’23P CAGR 195% ’21P - ‘23P Growth 102% ’21P - ‘23P Growth Potential for Continued Growth in Receivables 1. 2021P projections exclude potential impact of additional government stimulus 1
37 Capital Management • Available cash of $100 million • Total committed credit facilities of $470 million including $50M of additional corporate debt • Utilization at 12/31/2020 estimated at 29% Ample debt capacity to fund future growth without equity • Continue growth in installment business funded through existing credit facilities and free cash flow generation • Ramp Payroll Deduction and Credit Cards offerings • Launch adjacent products in near - prime lending (i.e., mortgages, digital banking) • Opportunistic acquisitions of complementary businesses Estimated 2020 Year - End Liquidity Future Capital Allocation Strategy
38 Benchmarking & Valuation
39 36% 94% 113% 8% 22% 23% 46% (32%) (40%) (20%) 0% 20% 40% 60% 80% 100% 120% 140% 43% 79% 92% 77% 54% 13% 19% 20% 47% 38% 61% 55% 67% (19%) (40%) (20%) 0% 20% 40% 60% 80% 100% 120% Trading Comparables – Attractive Financial Profile Source: Company Filings, Wall Street Research. Market data as of 2/5/21 Note: Projections represent mean Thomson consensus estimates 1. Adj. EBITDA pro forma for fair market value accounting. 2021P and 2022P Adj. EBITDA include anticipated recurring public comp any costs 2. Forward estimates for Affirm unavailable at time of presentation. CAGRs shown using Revenue and EBITDA values for the period fis cal year ended 6/30/19 through 9/30/20 N/A N/A Average: 52% Average: 7% Point of Sale Lenders Consumer Disruptors 2 1 N/A N/A N/A N/A Average: 50% Average: 42% 2020E – 2022P EBITDA CAGR 2020E – 2022P Revenue CAGR
40 12.2x 38.3x 15.2x 41.1x 11.3x 9.1x 19.0x 13.8x 33.3x 46.9x 12.5x 0.0x 10.0x 20.0x 30.0x 40.0x 50.0x 60.0x OppLoans Katapult Affirm Sezzle Afterpay Progressive Leasing Repay Paypal Upstart Lemonade Metromile Sofi Root Rocket Trading Comparables – Exceptional Entry Valuation Source: Company Filings, Wall Street Research. Market data as of 2/5/21 Note: Enterprise Value includes corporate and operational debt and excludes debt and cash attributable to VIEs. Projections r epr esent mean Thomson consensus estimates. Averages exclude >50.0x multiples 1. Adj. EBITDA and Adj. Net Income pro forma for fair market value accounting and include anticipated recurring public company c ost s. 2021P projections exclude potential impact of government stimulus 2. Equity value based on FSRV closing share price multiplied by pro forma fully - diluted shares outstanding of 96.2mm plus in - the - mo ney earnout shares of 9mm & in - the - money warrants of 3.1mm (using TSM). Based on company investor presentation dated 12/18/20 3. Pro forma for $440mm convertible note issuance, $130mm equity offering, pay down of outstanding senior secured term loan and acq uisition of CPS Payment Services for $78mm in cash 4. Equity value based on INAQ closing share price multiplied by pro forma fully - diluted shares outstanding of 97.2mm plus in - the - mo ney earnout shares of 10mm & in - the - money warrants of 2.3mm (using TSM). Based on company investor presentation dated 11/24/20 5. Equity value based on IPOE closing share price multiplied by pro forma fully - diluted shares outstanding of 865mm plus in - the - mon ey warrants of 11.1mm (using TSM). Based on company investor presentation dated 1/8/21 N/A Negative EBITDA >50.0x Negative EBITDA N/A Negative NI Negative NI N/A >50.0x >50.0x >50.0x >50.0x 2021P Average: 26.9x 2022P Average: 19.9x 2021P Average: 31.6x 2022P Average: 28.2x 2021P Average: 12.1x 2022P Average: 13.7x 2021P Average: 11.3x 2022P Average: 12.5x >50.0x Point of Sale Lenders Consumer Disruptors >50.0x >50.0x N/A Negative NI 2 4 5 Negative NI >50.0x >50.0x Negative EBITDA >50.0x >50.0x 1 6.9x 26.2x 10.1x 28.9x 42.5x 12.1x 5.0x 12.1x 8.9x 24.1x 34.6x 13.7x 0.0x 10.0x 20.0x 30.0x 40.0x 50.0x 60.0x 70.0x OppLoans Katapult Affirm Sezzle Afterpay Progressive Leasing Repay Paypal Upstart Lemonade Metromile Sofi Root Rocket 3 EV/2021P EBITDA EV/2022P EBITDA Price/2021P EPS Price/2022P EPS
41 Appendix
42 • Pro forma fully diluted equity value of $803.0mm, 12.2x multiple of 2021P Adj. Net Income or 9.1x multiple of 2022P Adj. Net Income 3,8 • Current owners will retain ~62% ownership in public OppFi 1,2,4 • The transaction is expected to close in Q2 2021 Transaction Overview Cash in Trust 1 $243 Seller Rollover $500 Excess Cash From Balance Sheet $ 16 Total Sources $ 759 Seller Rollover $500 Proceeds to Selling Shareholders 1 $243 Estimated Transaction Expenses $ 16 Total Uses $ 759 Share Price $10.00 x Pro Forma Shares Outstanding 1,2 80.300 Pro Forma Equity Value $803 + Net Debt 5 106 Implied Enterprise Value $ 909 Sources & Uses ($mm) Pro Forma Valuation ($mm) 1. Assumes no redemptions 2. E xcludes any impact of excess working capital at close 3. Adj. Net Income represents Adj. EBT tax - affected at 25% assumed tax rate. Pro forma for fair market value accounting and include s anticipated recurring public company costs 4. Assumes a share price of $10.00. Ownership excludes dilutive impact of ~5.6 million Sponsor warrants struck at $11.50 and $15 .00 , ~11.9 million Public Warrants struck at $11.50 and 25.5 million seller earnout shares released at share price hurdles of $12.00, $13.00 and $ 14.00. 5. As of 12/31/20. Pro forma for estimated transaction expenses 6. 2021P Adj. Net Income of $66.0mm based on pre - tax income of $88.0mm and assumed tax rate of 25%; 2022P Adj. Net Income of $87.8m m based on pre - tax income of $117.1mm and assumed tax rate of 25% 7. TEV / Adj. EBITDA multiples based on 2021P and 2022P Adj. EBITDA of $132.0mm and $182.0mm, respectively. Adj. EBITDA pro form a f or fair market value accounting and includes anticipated recurring public company costs 8. 2021P projections exclude potential impact of additional government stimulus Pro Forma Ownership 1,2,4 30% 8% Seller Rollover SPAC Investors FGNA Sponsor 62% Multiples 6,7 Equity Value / 2021P Adj. Net Income 8 12.2x Equity Value / 2022P Adj. Net Income 9.1x TEV / 2021P Adj. EBITDA 8 6.9x TEV / 2022P Adj. EBITDA 5.0x
43 OppFi Current Audited Financials EBT to Fair Market Value EBT Reconciliation ($ in millions) 2017A 2018A 2019A 2020E Current Audited Financials EBT 1 $3 $10 $33 $79 Loan Loss Reserve Adjustment 7 19 26 1 Capitalization Adjustment (1) (6) (8) 5 Increase / (Decrease) in FMV 5 14 18 (17) Pro Forma Fair Market Value EBT 2 $13 $36 $68 $68 Taxes 3 (3) (9) (17) (17) Pro Forma Fair Market Value Net Income $10 $27 $51 $51 Note: Excludes transaction expenses 1. Represents Net Income as reported in audited financial statements, as the Company does not have tax liability under current L LC pass - through structure 2. The Company is transitioning from an expected credit loss application to a fair market value application acceptable under US GAA P. Historically under the expected credit loss application, the Company has reserved for life losses due to the short duration of receivables 3. Assumes tax rate of 25%
44 OppFi Current Audited Financials EBT to Adjusted EBT Reconciliation ($ in millions) 2017A 2018A 2019A 2020E Current Audited Financials EBT 1 $3 $10 $33 $79 Recruiting Fees, Severance & Relocation 0.2 0.3 0.3 0.1 Amortization of Debt Transaction Costs 0.5 0.6 1.8 1.9 Other Addback and One - Time Expenses 2 1.1 0.6 0.5 1.1 Current Audited Financials Adj. EBT $4 $11 $36 $82 Taxes 3 (1) (3) (9) (20) Current Audited Financials Adj. Net Income $3 $8 $27 $61 Note: Excludes transaction expenses 1. Represents Net Income as reported in audited financial statements, as the Company does not have tax liability under current L LC pass - through structure 2. Includes one time implementation fees, stock compensation expenses, IPO readiness costs and management fees 3. Assumes tax rate of 25%
45 OppFi Fair Market Value EBT to Fair Market Value Adj. EBT and EBITDA Reconciliation ($ in millions) 2017A 2018A 2019A 2020E Pro Forma Fair Market Value EBT $13 $36 $68 $68 Recruiting Fees, Severance & Relocation 0.2 0.3 0.3 0.1 Amortization of Debt Transaction Costs 0.5 0.6 1.8 1.9 Other Addback and One - Time Expenses 1 1.1 0.6 0.5 1.1 Pro Forma Fair Market Value Adj. EBT $15 $37 $71 $71 Taxes 2 (4) (9) (18) (18) Pro Forma Fair Market Value Adj. Net Income $11 $28 $53 $53 Taxes 2 4 9 18 18 Depreciation and Amortization 1 2 4 7 Interest Expense 6 12 21 19 Business (Non - income) Taxes -- 0.3 1 2 Pro Forma Fair Market Value Adj. EBITDA $22 $52 $97 $99 Note: Excludes transaction expenses 1. Includes one time implementation fees, stock compensation expenses, IPO readiness costs and management fees 2. Assumes tax rate of 25%
Exhibit 99.3
| OPPORTUNITY FINANCIAL | FG NEW AMERICA ACQUISITION CORP. | |
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Good morning ladies and gentlemen. Welcome to the Opportunity Financial and FG New America Acquisition Corp. Conference Call. We appreciate everyone joining us today.
The information discussed today is qualified in its entirety by the information contained in the Form 8-K, including the exhibits thereto, that was filed by FG New America Acquisition Corp. today with the SEC, which may be accessed on the SEC’s website at www.sec.gov. In conjunction with today’s discussion we will be referring to an investor presentation, a copy of which was filed as Exhibit 99.2 to the aforementioned Form 8-K. You are encouraged to follow along and carefully review the disclaimers included therein. Please note that this call has been prerecorded and so a Q&A session will not be conducted as part of today’s presentation. Before we begin, I would like to note that this call may contain forward-looking statements, including FG New America’s and Opportunity Financial’ s expectations of future financial and business performance and conditions, the industry outlook and the timing and completion of the transaction. Forward-looking statements are inherently subject to risks, uncertainties and assumptions, and they are not guarantees of performance. You are encouraged to read the Form 8-K and the accompanying press release and investor presentation, as well as FG New America’s other filings with the SEC for a discussion of the risks that can affect the business combination and the business of Opportunity Financial after completion of the proposed transaction.
Hosting today’s call is Joe Moglia.
And now let me turn it over to Mr. Moglia.
Joe Moglia, chairman of FG New America Acquisition Corp:
Hi everyone. I’m Joe Moglia, Chairman of FG New America and the former Chairman and CEO of TD Ameritrade and football coach at Coastal Carolina University.
I am thrilled to introduce Opportunity Financial, or OppFi. I think you will find them to be a financial technology company that has differentiated themselves from others in the industry. It is that differentiation we believe will give them a competitive advantage.
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| OPPORTUNITY FINANCIAL | FG NEW AMERICA ACQUISITION CORP. | |
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Today I am joined by OppFi’s CEO, Jared Kaplan, and CFO, Shiven Shah, whom our team has gotten to know well over the last few months. I have also personally enjoyed spending time with Ted and Todd Schwartz, the founders of OppFi. OppFi is providing services to consumers that are living paycheck to paycheck, and do not have access to traditional financial services.
When I began at Ameritrade in 2001 our market cap was $700 million, and our mission was to bring financial literacy to every family in America. Similarly, OppFi’s mission is to bring financial inclusion to the Everyday Consumer. Today they achieve that by providing access to credit, and down the road through a full platform of financial services.
Here are some of the highlights that attracted us to OppFi.
First, we believe FinTech is poised to take real market share over the next 5 to 10 years, and OppFi will be a beneficiary of this trend. OppFi operates in a vastly underserved market and we believe it is poised to expand market share through their scalable technology, customer acquisition expertise and focus on customer service.
Second, they have a unique platform growth opportunity. We believe OppFi’s target customer base needs better access to lending, saving and education products to help them improve their long-term financial wellbeing.
Third, we think there is an opportunity for industry consolidation that can be highly accretive and fuel long-term growth of the OppFi platform for many years into the future.
Now, let me touch on the proposed transaction. The implied pro forma equity value of about $800 million translates into what we believe are favorable valuation multiples, and there are some comparables at the end of the deck that we encourage you to review. We are optimistic that the merger will be fully funded through cash in trust and is anticipated to close in the first half of this year.
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| OPPORTUNITY FINANCIAL | FG NEW AMERICA ACQUISITION CORP. | |
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As a final point, the financials, operating history, and opportunities ahead are compelling in their own right.
Over the span of my career, however, the most important decisions I’ve made are on people.
This is a management team that I truly respect. They are sophisticated enough to have a well thought out strategy for now and the future, but they are wise enough to simplify the strategy so it can be executed efficiently.
I am proud to introduce you to OppFi’s CEO, Jared Kaplan.
Jared Kaplan OppFi’s chief executive officer:
Thanks Joe. Flipping to slide 7, our mission is to provide financial inclusion to what we are calling the Everyday Consumer. And we do that through facilitating fair, transparent products and terrific customer service. We are focused on median income consumers, with a job and a bank account, who have been abandoned by the traditional mainstream credit players.
Slide 8 walks through the macro backdrop. 80% of the country is living paycheck to paycheck. And nearly 60% of the U.S. population have less than $1,000 in savings. This is as a result of years of limited growth in income combined with a sharp rise in the cost of living – everything from healthcare to housing to medical care and child care. And about 20% of the country, lack access to traditional credit because standard credit providers deem their credit score too low. This means 60 million people in the U.S. are in a difficult situation when they need credit for some unexpected issue, but can't get it. And that’s where we come in.
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| OPPORTUNITY FINANCIAL | FG NEW AMERICA ACQUISITION CORP. | |
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Turning to slide 9, we have built a proprietary financial technology platform that empowers community banks to provide credit access to this customer segment.
| · | Banks contract with us for our turn-key, outsourced marketing, data, and proprietary technology to digitally acquire and service these everyday consumers |
| · | Consumers receive fair, transparent credit that is structured to rebuild financial health. Our bank approved proprietary algorithms ignore traditional credit scores, which are typically not the most accurate predictor of this consumer’s ability and willingness to repay. |
| · | All of this is delivered in whatever way the customer desires, including good old-fashioned human customer service. |
On slide 10, we are in the beginning of a 5 to 10 year journey to become the digital financial services destination for the Everyday Consumer. It starts with credit access because there is such a large need and we believe we are able to facilitate the best options for the Everyday Consumer after a near-prime lender isn’t willing to underwrite a loan.
Products on the OppFi platform are structured to help customers rebuild credit. It is our intent that as customers begin to improve their financial health, we can start to graduate them to additional, nearer prime products. To that point, most recently we launched a payroll deduction secured installment loan late last year and are in the early stages of scaling that in both B2C and B2B2C channels. In the second half of this year, we expect to launch a credit card, which we believe will be another fantastic graduation product for some of our loan customers. We believe the OppFi card will also open up new geographies for our business and go up market a bit. Our technology driven platform we believe will enable us to continue to expand into even more services for customers. These could include near prime installment loans, mobile banking, point-of-sale lending and longer term, if we're able to help a customer rebuild their financial health, how great would it be to get someone a mortgage on their first home?
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| OPPORTUNITY FINANCIAL | FG NEW AMERICA ACQUISITION CORP. | |
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On slide 11, we walk through some key company highlights. We’ve grown rapidly, generating a 100%-plus CAGR for revenue over the last five years, with strong profitability. We’ve reached significant scale – as we’ve facilitated over $2 billion dollars of issuance covering more than 1.5 million loans. There has also been tremendous sustained demand, as we have seen over two and a half million applications per year, of which approximately 80% are mobile generated. It's all powered by our proprietary credit and technology platform combined with fantastic customer satisfaction – which is highlighted by our NPS score of 84 and outstanding online customer reviews.
And don't take our word for it. Slide 12 highlights some customer ratings and quotes, with our customer experience and satisfaction a tremendous differentiator. The typical customer talks about “being laughed out of a bank” or “denied multiple times” before gaining credit access through our platform. We like to think of ourselves as the Zappos of FinTech. And turning to slide 13, we've created a great place to work to enable that culture. We have over 550 employees today, up from 15 in 2015, that comprise a highly diverse and inclusive population. We also wholeheartedly believe that great customer service is seeded by tremendous employee satisfaction.
Transitioning from the qualitative to the quantitative, I will touch on a few financial metrics on slide 14. We expect our strong revenue growth to continue, projecting revenue of approximately $875 million in 2023. That implies a 45% annual growth rate going forward. Our 2021 projections assume a return to pre-COVID demand in the second half of this year.
Our expected growth is coupled with our expectation for strong profitability – we believe we will achieve $127 million in Adjusted Net Income in 2023, at a 15% margin. We’ve been GAAP net income profitable since 2015 and have maintained the philosophy in today’s market of only growing the business as fast as the bottom-line scales. This has allowed us to fund growth over that time solely from cashflow from operations and debt capital.
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| OPPORTUNITY FINANCIAL | FG NEW AMERICA ACQUISITION CORP. | |
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Our profitability is driven by low acquisition costs, stable credit, and low cost of capital. There’s an opportunity to grow revenue faster at lower margins, but we think this balanced approached serves us best.
On slide 15, we lay out the growth in our unique customers. Since the first quarter of 2017, our customer base has grown 10 times to almost 600,000, and we expect growth of over 50% in 2021 to nearly 900,000. Approximately 85% of this year’s growth is expected to come from our legacy installment product, with the other 15% expected to come from our newer credit card and payroll deduction products discussed earlier.
Turning to some of our investment highlights, starting with the Market Opportunity on slide 18, there are approximately 60 million Americans that lack access to traditional credit. About 30% of them have the ability to repay and qualify for installment loans on our platform. So that suggests our current market penetration rate is less than one percent. Obviously, that leaves plenty of room to grow within our current product set, not to mention the additional new products that we are planning to bring to market.
Turning to slide 19. We believe the winners in this marketplace will win on acquisition costs. We’ve turned the traditional marketing funnel on its head. Most platforms are highly reliant on direct mail and what I classify as third party affiliates, or websites that take a customer through their own application and then will sell it off multiple times to other parties.
We try to do it exactly in reverse. We lead with Search Engine Optimization, email marketing, and customer referrals – that drives about 25% of our business. In addition, about half of our business is derived through key strategic partners, some of which are listed on the bottom of the slide. Our strategies have driven decreasing cost per funded loan over time as shown on the chart on the right side of this slide.
Slide 20 focuses on the underwriting process adopted by our bank partners. Our proprietary algorithms – which focus on alternative data, look beyond traditional credit scores to instantly identify borrowers who have the ability and willingness to repay. Approximately 75% of decisions using our platform are automated as we are able to sort through mounds of customer behavior data, bank data, and other alternative data in real-time to determine a customers’ credit worthiness.
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| OPPORTUNITY FINANCIAL | FG NEW AMERICA ACQUISITION CORP. | |
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That’s all driven by our technology stack, which we highlight on slide 21. We leverage our proprietary data and we've employed AI and machine learning to drive the whole process. We’ve also created a servicing platform to maintain connections with the customer in the manner in which they choose to do business – either straight through on their own or with the help of one of our Loan Advocates.
We believe our customer experience is second to none. As shown on slide 22, our Net Promotor Score or NPS, is in mid-80s, which is really strong. I think part of that is driven by our willingness to pick up the phone – since our number is clearly displayed on our website, but another part of it is our willingness to help someone in an urgent situation, and taking a very transparent handholding approach to make sure they understand and choose the right products.
And our unit economics or Customer Life Time Value are very strong as we lay out on slide 23. Our average $1,500 loan with an average customer life of 11 months, delivers a two times multiple on invested capital with a lifetime value of over $500. As we discussed earlier, these unit economics are fueled by our cost of acquisition, underwriting and financing strategies.
On slide 24, we illustrate our journey to building up the platform. This year we're focused on the payroll deduction business, as well as the credit card business. We’re also looking at the near-prime space quite closely and plan to do some piloting with other products in the near future. Over time, we may grow either organically or through acquisition. One of the reasons why we're very excited with this transaction is the ability to accelerate the building of this platform.
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| OPPORTUNITY FINANCIAL | FG NEW AMERICA ACQUISITION CORP. | |
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Slide 25 highlights our strong management team –one of the main reasons why we've been successful. While our team has done a tremendous job thus far, we still believe there is lots of room to continue to improve across the business.
Turning to slide 27, as mentioned earlier, we are serving the Everyday Consumer which is the US Median Consumer. This individual earns median income and, therefore, employed, has a bank account, and they’re educated. They just have typically little or no savings, so when an unbudgeted expense comes their way, they need help.
Slide 28 walks through the process in more detail. A consumer often finds us after searching for credit online and coming across our great ratings. They apply through their mobile phone in about five minutes. During the approval process we perform a diligent search on our customers’ behalf for near-prime, sub 36% APR products and 92% of the time that customer receives NO credit offers. That incredibly low 8% match rate really demonstrates the absolute necessity of these products as near prime players do not underwrite this customer. In most cases we provide instant decisions and next day funding. As customers repay, the banks reward them over time with lower priced products, and ultimately we want to graduate them to our credit card product which will create even stronger lifetime value and loyalty.
On slide 29, we lay out our value proposition compared to the marketplace. And it’s not just price, but from a structural perspective as well. The product is easy to understand – the average loan is $1,500, with a term of 11 months. It’s a simple interest installment loan that amortizes with each principal payment. There are no fees. No origination fees, no late fees, no prepayment penalties, or no non-sufficient funds fees. I like to say that all of our metrics are outstanding except for the collections metrics, and that's deliberate. When someone has difficulty paying, our Customer Advocates work with them help find a payment plan that is more suitable.
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Slide 30 lays out some key differences between our installment loans and lease-to-own products. Importantly, lease-to-own products are typically focused on a durable good, while our installment loans are available to finance any need and come with other favorable features.
Financial education is also very important. As shown on slide 31, we have launched our own online University – OppU. This is where customers and non-customers can go and learn about what it takes to build credit and what it means to budget, as well as how to better manage finances.
Slide 32 focuses on Salary Tap, which is our payroll deduction product. This looks very similar to the installment product, except that customers agree to repay through salary allotment. And when someone is able to use allotment as a repayment mechanism, it dramatically improves the security of the repayment, so these products can be offered at much lower rates. It’s a win/win situation for both the customer and the company.
Turning to slide 33, we believe the credit card market is a massive opportunity, and a great way to reward a customer that has repaid their installment loan. And the marketplace today looks a lot like the installment loan marketplace before OppFi penetrated that market. You have a handful of players who offer relatively low limits and high fees as a percentage of credit line, with poor customer user experience and customer satisfaction. We believe the credit card market is ripe for a product like ours, which we expect to offer higher limits, lower fees as a percentage of credit line, a best-in-class mobile experience, and best-in-class customer service. With that I will turn the call to our CFO, Shiven Shah, to discuss some of our future financial opportunities, Shiven…
Shiven Shah OppFi’s chief financial officer:
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Thank you, Jared. On slide 35, I wanted to highlight a couple of important financial takeaways.
Our growth strategy for 2021 to 2023 will be a combination of rapid growth returning to our traditional installment business coupled with expansion of our new Salary Tap and Credit Card products. We assume a return to pre-COVID demand in the second half of this year with an overall annualized growth in receivables of 61% from 2020 to 2023, with a modest 44% growth in the installment business and the balance coming from the new Salary Tap and credit card products.
Historically, we've grown our receivables at more than 70% annually prior to COVID for the installment product alone. We believe that with the incremental potential from the new product opportunities coupled with demand returning for our customer segment, we have the ability to outperform over time. Our customer typically borrows to finance a car repair or an unexpected healthcare deductible expense – and those demand drivers slowed during COVID over the last year.
Furthermore, we believe the new Salary Tap and credit card products have the potential to be as large, if not larger, than our traditional installment business. We also plan to use our public currency to explore targeted acquisitions that may accelerate our entry into additional products for our target market.
Finally, we expect our margins will remain stable over time as we are committed to executing our disciplined approach on the cost of acquisition, underwriting and financing drivers.
Moving on to capital management on slide 37. We have ample funding runway well into 2022 based on our estimates, with only about 30% utilized on our existing facilities as of year-end. We materially de-levered our balance sheet in 2020 with our debt-to-equity ratio falling to below 1.5 times, while we grew our book equity to over $100 million dollars during the same period.
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Finally, as Joe mentioned, there are some benchmarking and valuation comps on the next couple of slides, which demonstrate that this transaction represents an attractive entry point for investors. Now back to you Jared.
Jared Kaplan OppFi’s chief executive officer:
Thank you Shiven. In summary, we are excited about the opportunities for OppFi in the coming years. We believe relative to other valuations in the FinTech sector, OppFi represents significant value. We expect to continue to drive strong growth from our unique platform for a huge demographic of the market that is in need of credit solutions. We have proven that we can generate significant Free Cash Flow while maintaining a highly satisfied customer base. All of this should provide a long runway of growth in the coming years with OppFi. We welcome any questions you have and would like to thank you for your time and interest in the company.
Thank you.
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Important Information About the Proposed Business Combination and Where to Find It
In connection with the proposed business combination, FGNA intends to file a preliminary proxy statement and a definitive proxy statement with the SEC. FGNA’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 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: Hasan 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.
Forward-Looking Statements
This transcript includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. FGNA’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, FGNA’s and OppFi’s expectations with respect to future 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 FGNA’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 definitive business combination agreement (the “Agreement”); (2) the outcome of any legal proceedings that may be instituted against FGNA and OppFi following the announcement of the 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 FGNA, certain regulatory approvals or satisfy other conditions to closing in the Agreement, including with respect to the levels of FGNA stockholder redemptions; (4) the occurrence of any event, change or other circumstance that could give rise to the termination of the 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 FGNA 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 FGNA’s other filings with the SEC. FGNA cautions that the foregoing list of factors is not exclusive. FGNA cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. FGNA does 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.
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Non-Solicitation
This transcript 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 transcript 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.
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