IPO Pre-Launch Update ECC Memorandum
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INTERNAL ONLY - CONFIDENTIAL
IPO Pre-Launch Update
Date of Template: 8/4/2020
(Do not remove)
ECC Memorandum
Date: 1/22/2021
Time, Time Zone: 12:30pm ET
Location: Dial-In
Call-in Number: 1(866) 747-5167
International Call-in Number: 1(704) 665-0860
Passcode: 8159 8544
Project Pioneer
Moderator: Ryan Willingham / Guilherme Kobylko
By submitting this ECC Memo, the GIB Relationship Manager and Senior ECM Originator represent on behalf of BofA that the memo contains all required material information about the issuer and the
proposed equity offering.
Senior GIB Banker: Will Addas
Senior ECM Originator: Michael Wise
An ECC Memo prepared in accordance with the requirements of this template is designed to be no more than 25 pages long.INTERNAL ONLY - CONFIDENTIAL
Home Point ECC Memorandum
Summary Offering Information
Subject / Request: Home Point Capital – $250 million Initial Public Offering (1) Potential bought / backstopped or capital
committed transaction? No Yes
To: Equity Commitment Council (“ECC”) Issuer / Ticker / Exchange: Home Point Capital Inc. / HMPT / NASDAQ
From: Investment Banking: Type of Security Offered: Common Stock
William Addas Type of Offering: Initial Public Offering
Ryan Willingham (Relationship Manager) Use of Proceeds: 100% Secondary
Guilherme Kobylko (Deal Team Captain)
George Stepanian Offering Size:
Arthur Kaslow Primary: $0
Equity Capital Markets: Secondary: $250 million
Michael Wise % PF Shares Outstanding / Float: N/A
John Hyland (Origination Officer) Selling Shareholder(s):
Eric Ciccotelli Pre/Post-offering Ownership (%): 100% / 91.7%
Nicholas Chapman
Meg Collins
Mackenzie Holleran Issuers Counsel: Simpson Thacher & Bartlett
Date: 1/22/2021 Joseph Kaufman, (212) 455-2984
GIB Industry Group: Financial Institutions Underwriters Counsel: Davis Polk & Wardwell
GIB Group Head Approval: GIB Group Head: William Addas Michael Kaplan, (212) 450-4111
ECM Group Head Approval: ECM Group Head: James Cooney Independent Accountant: BDO USA, LLP
Internal Counsel: Priya Velamoor and Darby Dietrich BofA Research Coverage: BofA Research Analyst : Mihir Bhatia and
BofA or Affiliate Investment: Yes (How Much?) No Derek Hewett
Foreign Exchange Rate: N/A Rating / Price Objective: N/A
Credit Ratings / Outlook: Moody’s: B2 Date of Most Recent Report: N/A
Fitch: B Over the Wall on Transaction: Yes No
Distribution Type: Risk Rating (IRR):
SEC Registered Shelf Registration (Currently Effective) Rule 144A Rule 144A / Reg. S Reg. S (Specify if Exempt
from “Public Offer” Obligations) Reg. D Private Placement (under Section 4(a)(2)) Other ___________
Documentation (Check All That Preliminary Prospectus Final Prospectus Offering Circular / Information Memorandum Undocumented
1Apply):
____________________
(1) Based on 12.5mm basic shares offered with a share price of $20 (mid-point of filing range).INTERNAL ONLY - CONFIDENTIAL
Home Point ECC Memorandum
Summary Offering Information (Cont’d)
[BofA] Role / Fees: Passive Bookrunners Earnings Timing: Last Earnings Announced: N/A
BofA Legal U/W Entity: BofA Securities Next Earnings Announced: N/A
If BofASE, MLI Sub U/W Needed? Yes No Issuer Trading Information:
Stabilization Agent: Yes No Stock Information: Stock Price: N/A
Gross Spread: 6% 52-week High: N/A
Underwriting Group (Include % Lead Left Bookrunner: 52-week Low: N/A
Economics): Goldman Sachs Dividend Information: Annualized Dividend: N/A
Other Active Bookrunners: Current Dividend Yield: N/A
Wells Fargo, Morgan Stanley, Current Payout Ratio: N/A
UBS Next Ex Dividend Date: N/A
Passive Bookrunners: Trading Volume: Average Daily Trading Volume: N/A
BofA Securities, Credit Suisse, 30-day Average Trading Volume: N/A
JP Morgan 90-day Average Trading Volume: N/A
Co-managers: Shares Out. / Free Float: N/A
JMP Securities, Piper Sandler, R. Seelaus & Co, Short Interest (% Shares Out.): N/A
Stone Point Capital, Wedbush Pacgrow, Current Market Capitalization: Fully Diluted Shares Outstanding: N/A
Zelman Partners Market Value of Equity: N/A
Lock-up Period: 180 Days Cash and Equivalents(1): $197mm
Americas Timeline Dates: Non-funding Debt(2)(3): $737mm
Confidential S-1 Filing: 11/6/2020
Research Analyst Day: 12/15/2020
Non-Funding Debt (2)/ Total Capitalization:
Initial Public S-1 Filing: 1/8/2021 Leverage:
53.5%
Launch: 1/22/21 Non-Funding Debt (2)/ LTM EBITDA(1): 0.8x
Marketing: [Wk. of Jan 25] Valuation: Current Year P/E Multiple: N/A
Pricing: [Wk. of Feb 1] Forward Year P/E Multiple: N/A
____________________
(1) Based on flash financials of 12/31/20.
2 (2) Based on flash financials of 12/31/20 and pro-formed for High-Yield Note offering.
(3) Non-funding debt excludes warehouse lending facilities.INTERNAL ONLY - CONFIDENTIAL
Home Point ECC Memorandum
Regulatory and Compliance Checklist
Business Selections & Conflicts / Onboarding
Did the deal team register this transaction with Business Selections & Yes No Has BSC conflicts cleared the deal? Yes (204B1639)
Conflicts (BSC)?
No Pending
Has onboarding and KYC been fully completed (are GCIs “green” in LEO,
the Legal Entity Onboarding System) for: The ECM team confirms that there is reasonably expected near-term Yes No (if No, contact GCM
the client entities (issuer(s)) in all relevant jurisdictions? Yes No Pending demand (“RENTD”) in the market so that the offering can be fully Legal & Compliance)
all other required entities/parties related to the deal including Yes No Pending distributed within a reasonable period of time.
selling shareholders? Contact BSC with questions
Is the issuer or the underlying company (in the case of a committed / Yes No N/A (Best Efforts)
Confirm Compliance with Requirements of: block trade) a Covered Fund (under the Volker Rules)? Still under analysis by deal team
Sarbanes-Oxley Act? Yes No N/A and ECM counsel
Any applicable Anti-Money Laundering and Anti-Corruption Laws? Yes No Does the EU Market Abuse Regulation (MAR) apply to this Issuer? Yes No
(MAR applies if the Issuer has any securities traded on EU venues (e.g.,
Other internal [BofA] policies, procedures and committee reviews (i.e., Yes No listed debt or equity))
NPR, PMIC, Reputational Risk Committee, etc.)?
If yes, the deal team certifies that the BofA Insider list is current (please Yes No N/A (only if MAR
Compliance with the requirements of Global Economic Sanctions OFAC Yes No refer to the MAR Procedure for personnel required to be included). You does not apply)
diligence, including completing Questionnaire and review by Sanctions must ensure all members of ECM Syndicate have been added to the
Team if required, and if the transaction is a USD 144A/SEC registered list.
offering and being submitted to the DTC by [BofA], has the deal team Settlement and Counterparty Risk – The deal team confirms that Risk Yes No N/A
submitted an email to “DG Syndicate Operations-NY” confirming has been notified of any settlement risks other than those which would
Economic Sanctions OFAC diligence was completed? be considered normal for a U.S. or International transaction and any
Does the Issuer have any NOLs (Net Operating Losses)? If the answer to Yes No N/A (non-U.S. issuers significant counterparty risks (e.g. sub-underwriters) and that Risk will
(1)
the above question is “Yes”, contact U.S. ECM Legal immediately. only) be kept apprised of such prior to launch and pricing of transactions.
Capital Committed Only – if the Company operates in a highly regulated Yes No N/A (only for best Settlement and Capital Adequacy – For transactions in EMEA, APR and Yes No N/A (U.S.
industry (e.g., banking / financial / insurance institutions, utilities, gaming, efforts transactions and non-regulated LatAm, the deal team has confirmed that the [BofA] settlement entity transactions only)
media, newspapers, etc.), has the deal team contacted GREAT Legal and industries) has the required capital adequacy in accordance with all requirements
been cleared to proceed with the transaction, including regarding any in the relevant jurisdiction. (The Regional CFO must be notified of any
applicable U.S. Bank Holding Company Act issues or relevant jurisdictional potential entity change prior to settlement.)
equivalent? EMEA & APR only – If there is to be Pre-Sounding, has the Deal Team Yes No In Progress
engaged Compliance and completed the required steps? N/A (only where there is no Pre-
MiFID II: Sounding)
Has the Deal Team completed the actions required as set out in the Yes No
applicable MiFID II regional Questionnaire (“Questionnaire”) and has Legal In progress
or Compliance indicated that the Questionnaire is complete?
For Non-EMEA ECC submissions only - has Legal or Compliance confirmed
that the:
- Questionnaire responses indicate MiFID II needs no further Yes No N/A (EMEA only)
consideration?
- transaction securities can be offered and sold in the EEA? Yes No N/A (EMEA only)
3 ____________________
(1) As of September 30, 2020, the Company had $34mm of NOL, which begins to expire in 2035.INTERNAL ONLY - CONFIDENTIAL
Home Point ECC Memorandum
Transaction Update & Follow-up
Follow-ups
A. The MSR Facility has a three-year revolving period ending on January 31, 2022
The balance drawn by January 2022 must be repaid by January 31, 2023
B. BDO is the 5th largest accounting firm in the world with ~$10bn in revenue
BDO was founded in 1910 and audits over 300 publicly traded companies in the U.S.
The firm has over 88,000 employees across 1,617 office in 167 countries
Recent Developments
A. The Company issued $550mm in Senior Unsecured Notes on 1/13/21
The Notes were priced at 5.000% due 2026
The Company plans to pay ~$267mm of MRS Debt Facility and pay $275mm as a dividend
As of 12/31/20, the Company had ~$454mm Term Debt and other borrowings outstanding
Pro-forma Non-funded Debt is ~$737mm
Pro-forma Non-funded Debt / Adjusted EBITDA: 0.8x
Pro-forma Non-funded Debt / Book Equity: 115.0%
Pro-forma Non-funded Debt / Total Capitalization: 53.5%
B. Andrew Bon Salle, former Executive Vice President of Fannie Mae Single-family mortgage business, joined as Chairman of the Board on
1/11/21
C. Fannie Mae increased forecasts for 2021E originations volume ~13% to $3.9tn
Q4’20 Flash Financials
Original Q4'20 Projections Q4'20 Flash Financials
Company Model BofA Research Low Low vs. Company Low vs. Research High High vs. CompanyHigh vs. Research
Total Originations $22,889 $23,760 $23,000 0.5% (3.2%) $25,000 9.2% 5.2%
Adjusted Revenue $440 $464 $444 1.0% (4.3%) $464 5.6% (0.0%)
Adjusted EBITDA 215 240 212 (1.3%) (11.7%) 232 8.0% (3.3%)
Adjusted Net Income 146 175 150 2.6% (14.4%) 170 16.3% (3.0%)
Unrestricted Cash $150 -- $197 31.2% N/A $197 31.2% N/A
Warehouse lines of credit 2,790 2,889 3,005 7.7% 4.0% 3,005 7.7% 4.0%
Term debt and other borrowings, net 414 383 454 9.7% 18.5% 454 9.7% 18.5%
4 ____________________
Source: Company filings, Fannie Mae and other publicly available sources.INTERNAL ONLY - CONFIDENTIAL
Home Point ECC Memorandum
Future Performance and Projections
($ in millions) Year Ended December 31, CAGR
2019A 2020A
(1)
2021E
(2)
2022E
(2)
'20E - '22E
Q4'20E Ann.
- '22E
Commentary
Purchase Originations
Refinance Originations
$11,267
11,000
$19,793
41,163
$56,714
44,709
$81,539
44,671
103.0%
4.2%
62.6%
(14.2%)
1
Wholesale channel growth mainly driven by an increase
Wholesale Originations
1 $11,565 $37,353 $68,548 $88,649 54.1% 27.8%
of active broker penetration from 21% in 2020E to 29% in
Correspondent Originations
Direct Originations
2 10,215
487
20,801
2,801
27,473
5,401
30,323
7,237
20.7%
60.8%
(3.3%)
21.8%
2022E and total market brokers CAGR of 15% from 2020E
to 2022E
Total Originations 3 $22,268 $60,955 $101,423 $126,210 43.9% 17.4%
% Growth 110.5% 173.7% 66.4% 24.4% Home Point average number of brokers CAGR of
Servicing UPB
% Growth
6 $52,601
27.0%
$87,656
66.6%
$155,249
77.1%
$241,564
55.6%
66.0% 66.0%
30% from Q4’20E to 2022E
Wholesale Gain on sale Margin (in bps)
Correspondent Gain on sale Margin (in bps)
126
49
267
73
182
37
5 152
35
Funded volume per average broker down 2% per
Direct Gain on sale Margin (in bps) 365 339 344 347
year from Q4’20E figures
Gain on sale Margin (in bps)
Average Servicing Fee
4 104
0.31%
243
0.27%
144
0.26%
133
0.26%
2
Correspondent channel volume drop from the $32bn
INCOME STATEMENT DATA
Q4’20E annualized figure due to an annual decline of 9%
Revenue on the volume per correspondent partner partially offset
Gain on sale $232 $1,479 $1,465 $1,682 6.6% (4.0%) by a 3% correspondents CAGR in the same period
Loan servicing fees 144 188 319 525 67.1% 55.7%
Change in fair value of MSRs
Net interest loss and other income
(173)
(3)
(283)
(8)
(271)
(35)
(336)
(42)
9.0%
NM
26.0%
NM
3
Direct channel growth as clients recaptured, mostly from
correspondent channel, get funneled to the direct
Net Revenue 7 $200 $1,377 $1,479 $1,829 15.3% 0.4%
channel
Income from equity method investment. 3 20 18 26
Change in fair value of MSRs due to valuation, net of hedge 74 81 -- --
Adjusted Revenue (3) 7 $277 $1,478 $1,497 $1,855 12.0% 2.3% 4
Gain on sale margin declines from historical high level to
% Growth 79.7% 433.8% 1.3% 23.9% normalized figures, partially offset by a higher-margin
Total Expenses $241 $591 $813 $938 channel mix
BPS of Origination 8 108 bps 97 bps 80 bps 74 bps
5 2022E Wholesale margin 14bps below the channel
Adjusted EBITDA (4) $69 $911 $735 $981 3.8% 5.1%
% Margin 25.1% 61.6% 49.1% 52.8% median margin from 2013A to H1’20A, per
Adjusted Net Income (5) $28 $655 $502 $675 1.6% 2.7% STRATMOR
% Margin 10.2% 44.3% 33.5% 36.4%
Adjusted ROE 7.1%0 111.2% 56.3% 45.6% 6
Increase in Servicing UPB as a result of 97% servicing
BALANCE SHEET DATA retention rate and a gradual decline on the portfolio
Assets
Unrestricted Cash $31 $197 $182 $242
runoff from 45% in 2020E to 23% in 2022E
Mortgage loans held for sale
Mortgage servicing rights, net
1,554
574
2,881
748
3,457
1,442
4,833
2,321
7
Revenue growth mainly as a result of increase in funded
Liabilities
volume and servicing UPB, partially offset by the decline
Warehouse lines of credit $1,478 $3,005 $3,334 $4,623 in GoS margin
Term debt and other borrowings, net 425 454 999 1,207
Shareholders Equity (6) $410 $916 $1,143 $1,819
8
Opex margin improvement due to dilution of fixed costs
CREDIT STATISTICS
combined with Futures training program and investment
Non-Funding Debt / Adjusted EBITDA 6.1x 0.5x 1.4x 1.2x in technology and processes offset by decline in GoS
Non-Funding Debt / Book Equity 103.6% 49.6% 87.4% 66.4% margin
Non-Funding Debt / Total Capitalization
____________________ 50.9% 33.1% 46.6% 39.9%
Source: Company filings and Mortgage Bankers Association. Opex per funded volume decline 12% per year from
(1) Based on 9M’20A and Q4’20A flash financials, when provided, or management model when flash financials is not available. 2020E to 2022E
(2) Based on management model, with interest rate pro forma for the $550mm Senior Notes offering on 1/13/21.
(3) Adjusted for change in fair value of MSRs due to valuation, net of hedge.
5 (4) Adjusted for interest expense on corporate debt, change in fair value of MSRs due to valuation, net of hedge, income from discontinued operations net of taxes, income tax benefit from continued operations.
(5) Adjusted for change in fair value of MSRs due to valuation, net of hedge and tax impact of adjustments.
(6) Assumes no dividends on forecast period.INTERNAL ONLY - CONFIDENTIAL
Home Point ECC Memorandum
Comparison of Key Management Projections Versus BofA Research Estimates
Company Model as of 12/16/20
BofA Analyst Model Company Model Delta
2021E 2022E 2021E 2022E 2021E 2022E
Total Originations $98,978 $116,338 $101,423 $126,210 (2.4%) (7.8%)
% Growth 60.1% 17.5% 66.4% 24.4% (6.3 pp) (6.9 pp)
Servicing UPB $147,735 $216,919 $155,249 $241,564 (4.8%) (10.2%)
% Growth 66.6% 46.8% 77.1% 55.6% (10.5 pp) (8.8 pp)
Gain on sale Margin (in bps) 155 134 144 133 10 0
Adjusted Revenue (1) $1,552 $1,666 $1,510 $1,870 2.8% (10.9%)
% Growth 3.1% 7.3% 2.2% 23.8% 0.9 pp (16.5 pp)
Adjusted EBITDA (2) $717 $741 $735 $981 (2.4%) (24.4%)
% Margin 46.2% 44.5% 48.7% 52.4% (245 bps) (793 bps)
Adjusted Net Income (3) $522 $541 $512 $686 2.0% (21.2%)
% Margin 33.6% 32.5% 33.9% 36.7% (26 bps) (423 bps)
____________________
Source: Management and BofA Research.
(1) Adjusted for change in fair value of MSRs due to valuation, net of hedge.
6 (2) Adjusted for interest expense on corporate debt, change in fair value of MSRs due to valuation, net of hedge, income from discontinued operations net of taxes, income tax benefit from continued operations.
(3) Adjusted for change in fair value of MSRs due to valuation, net of hedge and tax impact of adjustments. Does not include projected interest expense from $550mm bond offering on 1/13/21.INTERNAL ONLY - CONFIDENTIAL
Home Point ECC Memorandum
Comparison of Key Management Projections Versus BofA Research Estimates (Cont’d)
Company Model as of 12/16/20
BofA Analyst Model Company Model Delta
Q1'21E Q2'21E Q3'21E Q4'21E Q1'21E Q2'21E Q3'21E Q4'21E Q1'21E Q2'21E Q3'21E Q4'21E
Total Originations $22,073 $25,248 $26,033 $25,623 $23,015 $25,699 $26,451 $26,258 (4.1%) (1.8%) (1.6%) (2.4%)
% YoY Growth 170.1% 114.4% 43.7% 7.8% 181.7% 118.3% 46.0% 14.7% (11.5 pp) (3.8 pp) (2.3 pp) (6.9 pp)
Servicing UPB $101,087 $116,606 $132,983 $147,735 $102,462 $119,871 $137,802 $155,249 (1.3%) (2.7%) (3.5%) (4.8%)
% YoY Growth 74.6% 81.7% 77.0% 66.6% 81.1% 90.3% 86.6% 77.1% (6.5 pp) (8.6 pp) (9.6 pp) (10.5 pp)
Gain on sale Margin (in bps) 179 162 146 135 158 148 143 132 22 15 3 3
Adjusted Revenue (1) $391 $414 $391 $356 $362 $387 $393 $369 8.2% 7.0% (0.5%) (3.5%)
% Yoy Growth 213.2% 9.5% (26.5%) (24.3%) 189.4% 2.4% (26.2%) (16.7%) 23.7 pp 7.1 pp (0.3 pp) (7.6 pp)
Adjusted EBITDA (2) $195 $201 $177 $144 $174 $195 $194 $172 11.9% 3.0% (8.6%) (16.0%)
% Margin 49.8% 48.6% 45.3% 40.6% 48.2% 50.4% 49.3% 46.6% 163 bps (186 bps) (404 bps) (604 bps)
Adjusted Net Income (3) $142 $146 $129 $105 $121 $136 $135 $119 17.0% 7.2% (4.7%) (11.7%)
% Margin 36.2% 35.4% 32.9% 29.5% 33.5% 35.3% 34.4% 32.2% 273 bps 7 bps (145 bps) (274 bps)
____________________
Source: Management and BofA Research.
(1) Adjusted for change in fair value of MSRs due to valuation, net of hedge.
7 (2) Adjusted for interest expense on corporate debt, change in fair value of MSRs due to valuation, net of hedge, income from discontinued operations net of taxes, income tax benefit from continued operations.
(3) Adjusted for change in fair value of MSRs due to valuation, net of hedge and tax impact of adjustments. Does not include projected interest expense from $550mm bond offering on 1/13/21.INTERNAL ONLY - CONFIDENTIAL
Home Point ECC Memorandum
Comparable Companies Analysis
($ in billions) Price /
Company Market Cap '21E EPS '22E EPS P / BV
$39.1 10.3x 11.3x 6.2x
(1)
16.1 9.5 9.1 7.9
4.5 4.0 5.4 1.5
2.6 5.6 6.0 1.1
(1)
1.9 9.1 7.0 1.9
1.1 5.0 4.6 1.6
Mean 7.3x 7.2x 3.4x
Median 7.4x 6.5x 1.7x
____________________
8 Source: Company filings, FactSet, and Wall Street Research as of 1/19/2021.
(1) Represents announced transaction values.INTERNAL ONLY - CONFIDENTIAL
Home Point ECC Memorandum
Valuation Matrix
Filing Range
($ in millions)
IPO Price per Share $18.00 $19.00 $20.00 $21.00 $22.00
Metric
(1) $3.35
Fully Distributed Price / 2021E Company Adj. EPS 6.2x 6.5x 6.9x 7.2x 7.6x
Premium / Discount to UWM 9.5x (34.9%) (31.3%) (27.7%) (24.1%) (20.4%)
Premium / Discount to Median 7.4x (15.9%) (11.3%) (6.6%) (1.9%) 2.8%
Fully Distributed Price / 2021E BofA Adj. EPS (1) $3.48 5.9x 6.3x 6.6x 6.9x 7.3x
Premium / Discount to UWM 9.5x (37.4%) (33.9%) (30.4%) (26.9%) (23.4%)
Premium / Discount to Median 7.4x (19.1%) (14.6%) (10.1%) (5.6%) (1.1%)
Fully Distributed Equity Value $3,105 $3,278 $3,450 $3,623 $3,795
IPO Discount 15.0% (405) (428) (450) (473) (495)
Implied IPO Valuation (1) $2,700 $2,850 $3,000 $3,150 $3,300
Implied Multiples @ IPO
Price / 2021E Company Adj. EPS (1) $3.35 5.4x 5.7x 6.0x 6.3x 6.6x
Premium / Discount to UWM 9.5x (43.4%) (40.3%) (37.1%) (34.0%) (30.8%)
Premium / Discount to Median 7.4x (26.9%) (22.8%) (18.8%) (14.7%) (10.6%)
Price / 2021E BofA Adj. EPS (1) $3.48 5.2x 5.5x 5.7x 6.0x 6.3x
Premium / Discount to UWM 9.5x (45.5%) (42.5%) (39.5%) (36.5%) (33.4%)
Premium / Discount to Median 7.4x (29.6%) (25.7%) (21.8%) (17.9%) (14.0%)
Price / 2022E Company Adj. EPS (1) $4.50 4.0x 4.2x 4.4x 4.7x 4.9x
Premium / Discount to UWM 9.1x (56.1%) (53.7%) (51.2%) (48.8%) (46.3%)
Premium / Discount to Median 6.5x (38.7%) (35.3%) (31.8%) (28.4%) (25.0%)
Price / 2022E BofA Adj. EPS (1) $3.60 5.0x 5.3x 5.5x 5.8x 6.1x
Premium / Discount to UWM 9.1x (45.2%) (42.1%) (39.1%) (36.0%) (33.0%)
Premium / Discount to Median 6.5x (23.4%) (19.1%) (14.9%) (10.6%) (6.3%)
____________________
9 Source: Company filings, management, and BofA research.
(1) Based on a fully diluted share count of 150mm.INTERNAL ONLY - CONFIDENTIAL Home Point ECC Memorandum ECM Distribution Strategy ECM Distribution Strategy Geography: 90-95% U.S. / 5-10% International Institutional, retail: 90-95% Institutional / 5-10% Retail Long only, hedge fund: 80% Long Only / 20% Hedge Fund Roadshow: 4-5 day virtual roadshow in line with recent IPOs 10
INTERNAL ONLY - CONFIDENTIAL
Home Point ECC Memorandum
Summary of Due Diligence Performed and Legal Considerations
No comprehensive checklist can be developed which will cover the due diligence review steps which must be taken in all situations (See Section 3.01 of the [BofA] Compliance Policies & Procedures Manual (the “[BofA] Due
Diligence Policies”)). Moreover, checklists should not be viewed as a substitute for the essential due diligence function, which is: to understand fully the business of the Issuer; to identify the problems and risks it faces now
and in the future; and to ensure that disclosure is accurate and complete. Banking team members should consult the [BofA] Due Diligence Policies and deal counsel if they have any questions regarding the due diligence
review that should be performed in connection with the current proposed transaction. If the answer to any of the below is “no,” please explain by when this diligence is scheduled to be done and send an email notice to the
ECC Chair when it has been performed.
Diligence Item Completed Commentary
1. If a bookrunner, has the banking team and / or its counsel prepared a due diligence document request list and a list of due diligence questions for Yes No Business due diligence
the Issuer’s management in accordance with [BofA] Due Diligence Policies and has the Issuer provided all of the requested materials and performed on 12/9/20
answered all of the questions posed? If a co-manager, has the banking team reviewed the due diligence document request list and a list of due Auditor due diligence
diligence questions for the Issuer’s management prepared by the bookrunner and / or its counsel and confirmed that such list and questions are performed on 12/9/20
consistent with [BofA] Due Diligence Policies and further confirmed that the Issuer provided all of the requested materials and answered all of the Legal due diligence performed
questions posed? on 12/4/20
2. If the Issuer is a reporting company, has the banking team reviewed all of the Company’s (i) SEC filings (or international equivalents) that are Yes No There are no public SEC filings
incorporated by reference into the registration statement or, in the case of non-U.S. issuers, filings that are publicly available over the last three yet, given the company is not
years up to the date hereof and (ii) press releases for the last year and (iii) current website disclosure as part of the due diligence process? If yes, public, but we have reviewed
please list each incorporated document reviewed. the S-1 prospectus
3. Has the banking team reviewed the last year of research reports relating to the Issuer? If yes, please list the name of the institution that Yes No No research reports available
published the report and the date of publication.
4. Has the banking team conducted a Negative News Search (which may be ordered through Business Information Services: Yes No No issues found on the
http://elibrary.bankofamerica.com/default.jsp) to ensure it is aware of all potential issues in the public domain that may not have been identified negative news run
in the Issuer’s public filings or third party research reports? Be prepared to discuss any issues identified with the ECC Chair and the ECC.
5. Has the banking team conducted background checks for this transaction in accordance with [BofA]’s Background Check Guidelines? Yes No • No issues found on
(http://discovery.bankofamerica.com/Discovery/livelink/78787311/Cap_Commitments_Background_Check.docx?func=doc.Fetch&nodeid=78787 background check
311). Be prepared to discuss any issues identified with the ECC Chair and the ECC.
6. Has the banking team performed (i) business due diligence, (ii) financial statement and accounting due diligence, including reviewing with the Yes No Business and accounting due
Issuer’s auditors, accounting policies, principles and internal controls, any recent changes and whether such accounting policies, principles and diligence performed on
internal controls are consistent with the Issuer’s peers and (iii) legal due diligence? If yes, please describe in the log below. 12/9/20. Legal due diligence
performed on 12/4/20 and no
issues
7. Has the banking team reviewed Bank of America’s relationships with the Issuer, including asking product counsel to conduct due diligence across Yes No
information walls? If yes, please describe in the due diligence log below.
8. Has the banking team conducted customer, supplier and creditor (if appropriate) due diligence and conducted site visits? If yes, please describe Yes No N/A
in the due diligence log below. N/A
11INTERNAL ONLY - CONFIDENTIAL
Home Point ECC Memorandum
Summary of Due Diligence Performed and Legal Considerations (Cont’d)
Date BofA Participants Company / Other Participants Topics Discussed & Purpose
Addas, Willingham, Kobylko, Stepanian,
Davis Polk, JP Morgan, BofA Securities, Wedbush, R. Seelaus & Co,
12/4/20 Kaslow, Wise, Hyland, Ciccotelli, Collins, Legal Due Diligence
Piper Sandler, Credit Suisse, JMP Securities, Zelman Associates
Velamoor, Ko
Addas, Willingham, Kobylko, Stepanian, Home Point, Davis Polk, JP Morgan, BofA Securities, Wedbush, R.
12/9/20 Kaslow, Wise, Hyland, Ciccotelli, Collins, Seelaus & Co, Piper Sandler, Credit Suisse, JMP Securities, Zelman Business Due Diligence
Velamoor, Ko Associates, Goldman Sachs, UBS, Morgan Stanley,
Home Point, Stone Point, Davis Polk, Simpson Thacher & Bartlett,
Addas, Willingham, Kobylko, Stepanian,
BDO, ICR, Wells Fargo, JP Morgan, BofA Securities, Wedbush, R.
12/9/20 Kaslow, Wise, Hyland, Ciccotelli, Collins, Auditor Due Diligence
Seelaus & Co, Piper Sandler, Credit Suisse, JMP Securities, Zelman
Velamoor, Ko
Associates
12/10/20 Kobylko, Stepanian, Kaslow Davis Polk, BofA Securities Legal Due Diligence
Home Point, Stone Point, Davis Polk, Simpson Thacher & Bartlett,
Addas, Willingham, Kobylko, Stepanian,
BDO, ICR, Wells Fargo, JP Morgan, BofA Securities, Wedbush, R.
12/11/20 Kaslow, Wise, Hyland, Ciccotelli, Collins, Bring-down Due Diligence
Seelaus & Co, Piper Sandler, Credit Suisse, JMP Securities, Zelman
Velamoor, Ko
Associates
Home Point, Stone Point, Davis Polk, Simpson Thacher & Bartlett,
Addas, Willingham, Kobylko, Stepanian,
BDO, ICR, Wells Fargo, JP Morgan, BofA Securities, Wedbush, R.
12/23/20 Kaslow, Wise, Hyland, Ciccotelli, Collins, Bring-down Due Diligence
Seelaus & Co, Piper Sandler, Credit Suisse, JMP Securities, Zelman
Velamoor, Ko
Associates
Home Point, Stone Point, DavisPolk, Simpson Thacher& Bartlett,
Addas, Willingham, Kobylko, Stepanian, DBO, ICR, Wells Fargo, JP Morgan, BofA Securities, Wedbush, R.
1/7/21 Senior Notes Offering Business Due Diligence
Kaslow Seelaus& Co, Piper Sandler, Credit Suisse, JMP Securities, Zelman
Associates
Home Point, Stone Point, Davis Polk, Simpson Thacher & Bartlett,
Addas, Willingham, Kobylko, Stepanian,
BDO, ICR, Wells Fargo, JP Morgan, BofA Securities, Wedbush, R.
1/8/21 Kaslow, Wise, Hyland, Ciccotelli, Collins, Bring-down Due Diligence
Seelaus & Co, Piper Sandler, Credit Suisse, JMP Securities, Zelman
Velamoor, Ko
Associates
Home Point, Stone Point, DavisPolk, Simpson Thacher& Bartlett,
Addas, Willingham, Kobylko, Stepanian, DBO, ICR, Wells Fargo, JP Morgan, BofA Securities, Wedbush, R.
1/12/21 Pre-Launch Due Diligence (HY Offering)
Kaslow Seelaus& Co, Piper Sandler, Credit Suisse, JMP Securities, Zelman
Associates
Home Point, Stone Point, DavisPolk, Simpson Thacher& Bartlett,
Addas, Willingham, Kobylko, Stepanian, DBO, ICR, Wells Fargo, JP Morgan, BofA Securities, Wedbush, R.
1/13/21 Bring-down Due Diligence (HY Offering)
Kaslow Seelaus& Co, Piper Sandler, Credit Suisse, JMP Securities, Zelman
Associates
Home Point, Stone Point, DavisPolk, Simpson Thacher& Bartlett,
Addas, Willingham, Kobylko, Stepanian, DBO, ICR, Wells Fargo, JP Morgan, BofA Securities, Wedbush, R.
1/19/21 Pre-Closing Due Diligence (HY Offering)
Kaslow Seelaus& Co, Piper Sandler, Credit Suisse, JMP Securities, Zelman
Associates
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