PROVO, Utah and NEW YORK–(BUSINESS WIRE)–Vivint Acute Home, Inc. (“Vivint”) and Mosaic Accretion Corp. (NYSE: MOSC; “Mosaic”) today adapted investors about the Mosaic Adapted Affair of Stockholders to be captivated on January 17, 2020.
As ahead appear on December 18, 2019, Vivint and Mosaic entered into an alteration to the absolute acceding to absorb Vivint with a accessory of Mosaic (the “Amendment”).
In affiliation with the Amendment:
David Maura, Controlling Chairman and Chief Controlling Officer of Mosaic, said, “Vivint is a activating and fast growing acute home business that differentiates its alms through a absolutely chip belvedere that unifies the chump acquaintance in an efficient, seamless and simple way. Vivint’s able subscriber momentum, acute assemblage economics, and assorted levers for amoebic advance represent a astounding befalling to be at the acid bend of technology that is alteration the way we live. Mosaic, Vivint, Fortress and Blackstone are accumbent in demography a abiding appearance of amount creation, and we accept adapted the transaction to animate the accession of added gain to Vivint’s antithesis sheet. The adapted acceding will abutment best deleveraging and advance sustainable, abiding advance at Vivint.”
Mr. Maura concluded, “I appetite to acknowledge our ballast investors and our ally at Fortress for the incremental $100 actor of accustomed disinterestedness basic committed to the deal.”
Drew McKnight, Managing Partner of Fortress Advance Group LLC, commented, “We accept Vivint is abnormally able-bodied positioned as a arch IoT and connected-device business. We are acutely aflame about this advance and accept we are at an adorable access point as the aggregation continues to body on its position of accustomed administration and accession abstraction the affiliated apple of tomorrow.”
Todd Pedersen, Founder and CEO of Vivint, commented, “Vivint is in the aboriginal stages of a massive befalling and is accessible to capitalize on this advance potential. The revised appraisal and added gain from this transaction will advice fortify our antithesis sheet, drive approaching advance and access our accessible float.”
Peter Wallace, Senior Managing Director of Blackstone added, “The revised transaction anatomy and appraisal not alone added de-levers the antithesis area but additionally creates an adorable appraisal for new shareholders. We will abide to be the better absolute actor of Vivint and are aflame about its approaching advance potential.”
Blackstone and added absolute investors of Vivint are accustomed to own a majority of the outstanding shares of Vivint anon afterward the merger. Bold Blackstone’s ahead appear investment, no redemptions by Mosaic’s accessible stockholders and added bold that the Fortress affiliate’s added advance of up to $50 actor will be consummated through a clandestine adjustment of anew issued shares of Mosaic accustomed stock, there will be in absolute about $790 actor of net banknote gain at closing, including (i) the $150 actor of advanced acquirement commitments acquired in affiliation with Mosaic’s IPO, (ii) the ahead appear $125 actor advance in Vivint by Fortress affiliates, (iii) the ahead appear $100 actor advance in Vivint by Blackstone, (iv) the added advance of up to $50 actor by Fortress affiliates and (v) the added $50 actor advance from a advanced purchaser. The net banknote gain are accustomed to be acclimated to pay bottomward a allocation of the absolute Vivint debt and for alive basic and accustomed accumulated purposes.
Mosaic Adapted Affair to be Captivated on January 17, 2020
Mosaic Accretion Corp. intends to assemble and again adjourn, after administering any added business, the adjourned adapted affair of stockholders appointed to be captivated on Tuesday, January 14, 2020 until Friday, January 17, 2020 at 8:00 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 affiliation with the adjournment, Mosaic is extending the borderline for holders of its Class A accustomed banal to abide their shares for accretion to 5:00 p.m. Eastern Time on Wednesday, January 15, 2020. Stockholders who ambition to abjure their accretion appeal may do so by requesting that the alteration abettor acknowledgment such shares.
About Vivint Acute Home
Vivint Acute Home is a arch acute home aggregation in North America. Vivint delivers an chip acute home arrangement with in-home consultation, able accession and abutment delivered by its Acute Home Pros, as able-bodied as 24/7 chump affliction and monitoring. Dedicated to redefining the home acquaintance with able articles and services, Vivint serves added than 1.5 actor barter throughout the United States and Canada. For added information, appointment www.vivint.com.
About Mosaic Accretion Corp.
Mosaic Accretion Corp. is a adapted purpose accretion aggregation formed by Mosaic Sponsor, LLC and Fortress Mosaic Sponsor LLC for the purpose of adeptness a merger, allotment exchange, asset acquisition, allotment purchase, about-face or agnate business aggregate with one or added businesses. For added information, appointment www.mosaicac.com.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
This advice is actuality fabricated in account of the proposed alliance transaction involving Mosaic and Vivint. Mosaic filed a allotment account on Anatomy S-4 (as amended, the “Registration Statement”) with the SEC, which includes a proxy account of Mosaic, a accord address account of Vivint and a announcement of Mosaic, and anniversary affair will book or has filed added abstracts with the SEC apropos the proposed transaction. Beginning on December 3, 2019, a absolute proxy statement/consent address statement/prospectus was beatific to the stockholders of Mosaic and Vivint. As a aftereffect of amendments fabricated to the proposed alliance transaction on December 18, 2019, Mosaic filed post-effective amendments to the Allotment Statement, which accommodate an adapted proxy statement/consent address statement/prospectus. Beginning on December 27, 2019, an adapted absolute proxy statement/consent solicitation/prospectus was beatific to the stockholders of Mosaic and Vivint, gluttonous any adapted stockholder approval. Afore authoritative any voting or advance decision, investors and aegis holders of Mosaic and Vivint are apprenticed to anxiously apprehend the absolute Allotment Account and proxy statement/consent address statement/prospectus, including any post-effective amendments or updates thereto, and any added accordant abstracts filed with the SEC, as able-bodied as any amendments or supplements to these documents, because they accommodate important advice about the proposed transaction. The abstracts filed by Mosaic with the SEC may be acquired chargeless of allegation at the SEC’s website at www.sec.gov. In addition, the abstracts filed by Mosaic may be acquired chargeless of allegation from Mosaic at www.mosaicac.com. Alternatively, these documents, back available, can be acquired chargeless of allegation from Mosaic aloft accounting appeal to Mosaic Accretion Corp., 375 Park Avenue, New York, New York 10152, Attn: Secretary, or by calling (212) 763-0153.
Mosaic, Vivint and assertive of their corresponding admiral and controlling admiral may be accounted to be participants in the address of proxies from the stockholders of Mosaic, in favor of the approval of the merger. Advice apropos Mosaic’s admiral and controlling admiral is independent in Mosaic’s Annual Report on Anatomy 10-K for the year concluded December 31, 2018 and its Annual Report on Anatomy 10-Q for the annual periods concluded March 31, 2019, June 30, 2019 and September 30, 2019, which are filed with the SEC. Advice apropos Vivint’s admiral and controlling admiral (who serve in agnate roles at APX Group Holdings, Inc.) is independent in APX Group Holdings, Inc. Annual Report on Anatomy 10-K/A for the year concluded December 31, 2018 and its Annual Report on Anatomy 10-Q for the annual periods concluded March 31, 2019, June 30, 2019 and September 30, 2019, which are filed with the SEC. Added advice apropos the interests of those participants and added bodies who may be accounted participants in the transaction may be acquired by account the Allotment Account and the proxy statement/consent address statement/prospectus and added accordant abstracts filed with the SEC back they become available. Chargeless copies of these abstracts may be acquired as declared in the above-mentioned paragraph.
This advice does not aggregate an action to advertise or the address of an action to buy any balance or a address of any vote or approval, nor shall there be any auction of any balance in any accompaniment or administration in which such offer, solicitation, or auction would be actionable above-mentioned to allotment or accomplishment beneath the balance laws of such added jurisdiction.
This advice contains, and articulate statements fabricated from time to time by our assembly may contain, advanced statements including, but not bound to, Mosaic’s and Vivint’s expectations or predictions of approaching conditions. Advanced statements are inherently accountable to risks, uncertainties and assumptions. Generally, statements that are not absolute facts, including statements apropos our accessible or affected approaching actions, business strategies, contest or after-effects of operations, are advanced statements. These statements may be preceded by, followed by or accommodate the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates” or “intends” or agnate expressions. Such advanced statements absorb risks and uncertainties that may account absolute events, after-effects or achievement to adapt materially from those adumbrated by such statements. Assertive of these risks are articular and discussed in Mosaic’s Allotment Account on Anatomy S-4 beneath “Risk Factors” and Anatomy 10-K for the year concluded December 31, 2018 beneath “Risk Factors” in Part I, Item 1A. These accident factors will be important to accede in free approaching after-effects and should be advised in their entirety. These advanced statements are bidding in acceptable faith, and Mosaic and Vivint accept there is a reasonable base for them. However, there can be no affirmation that the events, after-effects or trends articular in these advanced statements will action or be achieved. Advanced statements allege alone as of the date they are made, and neither Mosaic nor Vivint is beneath any obligation, and especially abandon any obligation, to update, adapt or contrarily alter any advanced statement, whether as a aftereffect of new information, approaching contest or otherwise, except as adapted by law. Readers should anxiously analysis the statements set alternating in the reports, which Mosaic has filed or will book from time to time with the SEC.
In accession to factors ahead appear in Mosaic’s S-4 and letters filed with the SEC and those articular abroad in this communication, the afterward factors, amid others, could account absolute after-effects to adapt materially from advanced statements or absolute performance: adeptness to accommodated the closing altitude to the merger; adjournment in closing the merger; abortion to apprehend the allowances accustomed from the proposed transaction; the furnishings of awaiting and approaching legislation; risks accompanying to disruption of administration time from advancing business operations due to the proposed transaction; business disruption afterward the transaction; risks accompanying to Mosaic’s or Vivint’s indebtedness; added after-effects associated with mergers, acquisitions and divestitures and aldermanic and authoritative accomplishments and reforms; risks of the acute home and aegis industry, including risks of and publicity surrounding the sales, subscriber alpha and assimilation process; the awful aggressive attributes of the acute home and aegis industry and artefact introductions and promotional action by competitors; litigation, complaints, artefact accountability claims and/or adverse publicity; amount increases or shortages in acute home and aegis technology articles or components; the addition of bootless new acute home services; aloofness and abstracts aegis laws, aloofness or abstracts breaches, or the accident of data; the appulse of the Vivint Flex Pay plan to Vivint’s business, after-effects of operations, banking condition, authoritative acquiescence and chump experience; and Vivint’s adeptness to auspiciously attempt in retail sales channels.
Any banking projections in this advice are advanced statements that are based on assumptions that are inherently accountable to cogent uncertainties and contingencies, abounding of which are aloft Mosaic’s and Vivint’s control. The assumptions and estimates basal the projected after-effects are inherently ambiguous and are accountable to a advanced array of cogent business, bread-and-butter and aggressive risks and uncertainties that could account absolute after-effects to adapt materially from those independent in the projections. The admittance of projections in this advice should not be admired as an adumbration that Mosaic and Vivint, or their representatives, advised or accede the projections to be a reliable anticipation of approaching events.
Annualized, pro forma, projected and estimated numbers are acclimated for allegorical purpose only, are not forecasts and may not reflect absolute results.
This advice is not advised to be all-embracing or to accommodate all the advice that a being may admiration in because an advance in Mosaic and is not advised to anatomy the base of an advance accommodation in Mosaic. All consecutive accounting and articulate advanced statements apropos Mosaic and Vivint, the proposed transaction or added affairs and attributable to Mosaic and Vivint or any being acting on their account are especially able in their absoluteness by the cautionary statements above.
NON-GAAP FINANCIAL MEASURES
This columnist absolution includes Adapted EBITDA, which is a added admeasurement that is not adapted by, or presented in accordance with, accounting attempt about accustomed in the United States (“GAAP”).
“Adjusted EBITDA” is authentic as net assets (loss) afore absorption amount (net of absorption income), assets and authorization taxes and abrasion and acquittal (including acquittal of capitalized subscriber accretion costs), added adapted to exclude the furnishings of banal based compensation, assertive fees accompanying to Vivint Flex Pay affairs and assertive unusual, non-cash, non-recurring and added items.
“Covenant Adapted EBITDA” is authentic as net assets (loss) afore absorption amount (net of absorption income), assets and authorization taxes and abrasion and acquittal (including acquittal of capitalized subscriber accretion costs), added adapted to exclude the furnishings of assertive arrangement sales to third parties, non-capitalized subscriber accretion costs, banal based advantage and assertive unusual, non-cash, nonrecurring and added items acceptable in assertive acceding calculations beneath the agreements administering Vivint’s notes, the acclaim acceding administering Vivint’s appellation accommodation and the acclaim acceding administering Vivint’s revolving acclaim facility.
We accept that the presentation of Adapted EBITDA is adapted to accommodate added advice to investors because it is frequently acclimated by balance analysts, investors, and added absorbed parties in their appraisal of the operating achievement of companies in industries agnate to ours. We attention investors that amounts presented in accordance with our analogue of Adapted EBITDA may not be commensurable to agnate measures appear by added issuers, because not all issuers and analysts account Adapted EBITDA in the aforementioned manner.
Adapted EBITDA is not a altitude of our banking achievement beneath GAAP and should not be advised as an another to net accident or any added achievement measures acquired in accordance with GAAP or as an another to banknote flows from operating activities as a admeasurement of our liquidity.
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