Mosaic Acquisition Corp.’s Special Meeting
of Stockholders to be Adjourned Until January 14, 2020
Vivint Smart Home, Inc. (“Vivint”) and Mosaic Acquisition Corp.
(NYSE: MOSC; “Mosaic”) today announced that they have entered into
an amendment to their definitive agreement to merge Vivint with a
subsidiary of Mosaic (the “Amendment”). The Amendment reduces the
initial enterprise value of Vivint to approximately $4.1 billion,
implying an estimated 2020 Adjusted EBITDA multiple of
approximately 7.75x.
In connection with the Amendment:
- Affiliates of Fortress Investment Group LLC (“Fortress”) have
agreed to invest up to an additional $50 million in Vivint through
an investment in the common stock of Mosaic, through open market
purchases or directly from Mosaic, prior to the closing of the
merger. This investment is in addition to the previously announced
$125 million investment in Vivint by Fortress affiliates and to the
pre-existing investments in Mosaic held by Fortress
affiliates.
- An investor who is investing in Vivint pursuant to forward
purchase commitments obtained in connection with Mosaic’s IPO has
agreed to invest an additional $50 million in Vivint through an
investment in the common stock of Mosaic prior to the closing of
the merger.
- Pro forma net leverage reduced from 5.2x to 3.9x LTM 9/30/2019
Covenant Adjusted EBITDA, with substantially all net proceeds
expected to be used to repay debt, assuming no redemptions by
Mosaic’s public stockholders.
Blackstone and other existing investors of Vivint are expected
to own approximately 55% percent of the outstanding shares of
Vivint immediately following the merger and Blackstone’s previously
announced investment, assuming no redemptions by Mosaic’s public
stockholders and that Fortress affiliate’s additional $50 million
investment will be consummated through a private placement of
newly-issued shares of Mosaic common stock. Based on those
assumptions, in total, there will be approximately $790 million of
net cash proceeds at closing, including (i) the $150 million of
forward purchase commitments obtained in connection with Mosaic’s
IPO (including a Fortress affiliate), (ii) the previously announced
$125 million investment in Vivint by Fortress affiliates, (iii) the
previously announced $100 million investment in Vivint by
Blackstone, (iv) the additional investment of up to $50 million by
Fortress affiliates and (v) the additional $50 million investment
from a forward purchaser. The net cash proceeds from these
transactions, including Mosaic’s cash on hand, are expected to be
used to pay down a portion of the existing Vivint debt and for
working capital and general corporate purposes.
Mosaic Acquisition Corp. also announced that it intends to
convene and then adjourn, without conducting any other business,
the adjourned special meeting of stockholders scheduled to be held
on Friday, December 20, 2019, until Tuesday, January 14, 2020, at
9:00 a.m. Eastern Time, at the offices of Paul, Weiss, Rifkind,
Wharton & Garrison LLP at 1285 Avenue of the Americas, New
York, New York 10019.
In connection with the adjournment, Mosaic is extending the
deadline for holders of its Class A common stock to submit their
shares for redemption to 5:00 p.m. Eastern Time on Friday, January
10, 2020. Stockholders who wish to withdraw their redemption
request may do so by requesting that the transfer agent return such
shares.
About Mosaic
Mosaic Acquisition Corp. is a special purpose acquisition
company formed by Mosaic Sponsor, LLC and Fortress Mosaic Sponsor
LLC for the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business
combination with one or more businesses. For more information,
visit www.mosaicac.com.
About Vivint Smart Home
Vivint Smart Home is a leading smart home company in North
America. Vivint delivers an integrated smart home system with
in-home consultation, professional installation and support
delivered by its Smart Home Pros, as well as 24/7 customer care and
monitoring. Dedicated to redefining the home experience with
intelligent products and services, Vivint serves more than 1.5
million customers throughout the United States and Canada. For more
information, visit www.vivint.com.
IMPORTANT ADDITIONAL INFORMATION AND
WHERE TO FIND IT
This communication is being made in respect of the proposed
merger transaction involving Mosaic and Vivint. Mosaic filed a
registration statement on Form S-4 with the SEC, which includes a
proxy statement of Mosaic, a consent solicitation statement of
Vivint and a prospectus of Mosaic, and each party will file or has
filed other documents with the SEC regarding the proposed
transaction. Beginning on December 3, 2019, a definitive proxy
statement/consent solicitation statement/prospectus was sent to the
stockholders of Mosaic and Vivint. As a result of amendments made
to the proposed merger transaction on December 18, 2019, Mosaic
intends to file a post-effective amendment to the registration
statement on Form S-4, which will include an updated proxy
statement/consent solicitation statement/prospectus. An updated
definitive proxy statement/consent solicitation
statement/prospectus will be sent to the stockholders of Mosaic and
Vivint, seeking any required stockholder approval. Before making
any voting or investment decision, investors and security holders
of Mosaic and Vivint are urged to carefully read the entire
registration statement and proxy statement/consent solicitation
statement/ prospectus, including any post-effective amendments or
updates thereto, and any other relevant documents filed with the
SEC, as well as any amendments or supplements to these documents,
because they contain important information about the proposed
transaction. The documents filed by Mosaic with the SEC may be
obtained free of charge at the SEC’s website at www.sec.gov. In
addition, the documents filed by Mosaic may be obtained free of
charge from Mosaic at www.mosaicac.com. Alternatively, these
documents, when available, can be obtained free of charge from
Mosaic upon written request to Mosaic Acquisition Corp., 375 Park
Avenue, New York, New York 10152, Attn: Secretary, or by calling
(212) 763-0153.
Mosaic, Vivint and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Mosaic, in favor
of the approval of the merger. Information regarding Mosaic’s
directors and executive officers is contained in Mosaic’s Annual
Report on Form 10-K for the year ended December 31, 2018 and its
Quarterly Report on Form 10-Q for the quarterly periods ended March
31, 2019, June 30, 2019 and September 30, 2019, which are filed
with the SEC. Information regarding Vivint’s directors and
executive officers (who serve in equivalent roles at APX Group
Holdings, Inc.) is contained in APX Group Holdings, Inc. Annual
Report on Form 10-K/A for the year ended December 31, 2018 and its
Quarterly Report on Form 10-Q for the quarterly periods ended March
31, 2019, June 30, 2019 and September 30, 2019, which are filed
with the SEC. Additional information regarding the interests of
those participants and other persons who may be deemed participants
in the transaction may be obtained by reading the registration
statement and the proxy statement/consent solicitation
statement/prospectus and other relevant documents filed with the
SEC when they become available. Free copies of these documents may
be obtained as described in the preceding paragraph.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of any securities
in any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under
the securities laws of such other jurisdiction.
FORWARD-LOOKING
STATEMENTS
This communication contains, and oral statements made from time
to time by our representatives may contain, forward-looking
statements including, but not limited to, Mosaic’s and Vivint’s
expectations or predictions of future conditions. Forward-looking
statements are inherently subject to risks, uncertainties and
assumptions. Generally, statements that are not historical facts,
including statements concerning our possible or assumed future
actions, business strategies, events or results of operations, are
forward-looking statements. These statements may be preceded by,
followed by or include the words “believes,” “estimates,”
“expects,” “projects,” “forecasts,” “may,” “will,” “should,”
“seeks,” “plans,” “scheduled,” “anticipates” or “intends” or
similar expressions. Such forward-looking statements involve risks
and uncertainties that may cause actual events, results or
performance to differ materially from those indicated by such
statements. Certain of these risks are identified and discussed in
Mosaic’s Registration Statement on Form S-4 under “Risk Factors”
and Form 10-K for the year ended December 31, 2018 under “Risk
Factors” in Part I, Item 1A. These risk factors will be important
to consider in determining future results and should be reviewed in
their entirety. These forward-looking statements are expressed in
good faith, and Mosaic and Vivint believe there is a reasonable
basis for them. However, there can be no assurance that the events,
results or trends identified in these forward-looking statements
will occur or be achieved. Forward-looking statements speak only as
of the date they are made, and neither Mosaic nor Vivint is under
any obligation, and expressly disclaim any obligation, to update,
alter or otherwise revise any forward-looking statement, whether as
a result of new information, future events or otherwise, except as
required by law. Readers should carefully review the statements set
forth in the reports, which Mosaic has filed or will file from time
to time with the SEC.
In addition to factors previously disclosed in Mosaic’s S-4 and
reports filed with the SEC and those identified elsewhere in this
communication, the following factors, among others, could cause
actual results to differ materially from forward-looking statements
or historical performance: ability to meet the closing conditions
to the merger; delay in closing the merger; failure to realize the
benefits expected from the proposed transaction; the effects of
pending and future legislation; risks related to disruption of
management time from ongoing business operations due to the
proposed transaction; business disruption following the
transaction; risks related to Mosaic’s or Vivint’s indebtedness;
other consequences associated with mergers, acquisitions and
divestitures and legislative and regulatory actions and reforms;
risks of the smart home and security industry, including risks of
and publicity surrounding the sales, subscriber origination and
retention process; the highly competitive nature of the smart home
and security industry and product introductions and promotional
activity by competitors; litigation, complaints, product liability
claims and/or adverse publicity; cost increases or shortages in
smart home and security technology products or components; the
introduction of unsuccessful new smart home services; privacy and
data protection laws, privacy or data breaches, or the loss of
data; the impact of the Vivint Flex Pay plan to Vivint’s business,
results of operations, financial condition, regulatory compliance
and customer experience; and Vivint’s ability to successfully
compete in retail sales channels.
Any financial projections in this communication are
forward-looking statements that are based on assumptions that are
inherently subject to significant uncertainties and contingencies,
many of which are beyond Mosaic’s and Vivint’s control. The
assumptions and estimates underlying the projected results are
inherently uncertain and 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 projections. The inclusion of
projections in this communication should not be regarded as an
indication that Mosaic and Vivint, or their representatives,
considered or consider the projections to be a reliable prediction
of future events.
This communication is not intended to be all-inclusive or to
contain all the information that a person may desire in considering
an investment in Mosaic and is not intended to form the basis of an
investment decision in Mosaic. All subsequent written and oral
forward-looking statements concerning Mosaic and Vivint, the
proposed transaction or other matters and attributable to Mosaic
and Vivint or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements above.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20191218005826/en/
For Vivint
Investors Dale R. Gerard, (801)
705-8011 dgerard@vivint.com
Media Liz Tanner, (801) 229-6956
liz.tanner@vivint.com
For Mosaic
William H. Mitchell whmitchell@mosaicac.com
Mosaic Acquisition (NYSE:MOSC)
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