Vroom Announces Pricing of First Auto Loan Securitization
February 10 2022 - 7:00AM
Business Wire
Vroom (NASDAQ: VRM), an innovative
ecommerce platform that offers a better way to buy and sell used
vehicles, today announced that United Auto Credit Corporation
(UACC), a wholly-owned subsidiary of the company, priced an auto
loan securitization offering of $296.17 million in aggregate
principal amount of automobile receivable backed notes on February
9, 2022.
The Q1 2022 securitization is a private offering under Rule 144A
in which UACC expects to sell approximately $281.35 million of the
rated notes. The transaction represents UACC's 13th securitization
overall and first since its acquisition by Vroom. The transaction
features five classes of sequential-pay securities with expected
ratings of AAA/AAA through BB-/BB by S&P Global Ratings and
DBRS Morningstar, respectively, and priced at a weighted average
coupon of 3.01%.
The securitization has been structured as an off-balance sheet
transaction in which UACC expects to sell approximately $318.46
million in principal balance of auto loans to a securitization
trust and receive proceeds from the issuance and sale of rated
notes and unrated residual certificates and retain a minimum 5%
vertical risk retention interest in each class of notes and
certificates.
“This transaction is an exciting first step in integrating
UACC’s strong reputation and AAA ratings into Vroom’s long-term
strategic goals,” said Paul Hennessy, Chief Executive Officer at
Vroom. “Over time, UACC’s in-house financing capabilities will
allow us to deliver a superior digital car buying and lending
consumer experience, offer new ways for existing partners and new
investors to access Vroom’s loan portfolio and allow us to fully
participate in loan economics, transitioning Vroom from a 100%
indirect model to a fully captive model which has the potential to
accelerate our sales velocity and deliver a significant gross
profit improvement for our shareholders.”
Transaction settlement for the rated notes is expected to be on
or about February 16, 2022. Wells Fargo Securities, LLC and Capital
One Securities, Inc. acted as joint lead managers of the
transaction and J.P. Morgan Securities, LLC, acted as co-manager.
UACC is represented in this transaction by Katten Muchin Rosenman
LLP as issuer’s counsel.
The notes and certificates will not be registered under the
Securities Act of 1933, as amended (the “Securities Act“), or any
state securities laws, and may not be offered or sold in the United
States absent registration or an applicable exemption from, or a
transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws. The notes and
certificates were offered and are only being sold to qualified
institutional buyers under Rule 144A under the Securities Act.
This press release is not an offer to sell, nor a solicitation
of an offer to buy, any securities, nor shall there be any sale of
these securities in any state or jurisdiction in which the offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such state or
jurisdiction.
About Vroom, Inc.: Vroom is an innovative, end-to-end
ecommerce platform designed to offer a better way to buy and a
better way to sell used vehicles. The company's scalable,
data-driven technology brings all phases of the vehicle buying and
selling process to consumers wherever they are and offers an
extensive selection of vehicles, transparent pricing, competitive
financing, and at-home pick-up and delivery. Vroom has offices in
New York, Houston and Detroit and also operates the Texas Direct
Auto brand. For more information, visit vroom.com.
About United Auto Credit Corporation: UACC is a leading,
nationwide technology-enabled auto lender serving the independent
dealer market. UACC has made significant investments in developing
proprietary technology that has enabled it to adapt to the
ever-changing market, scale efficiently and generate operating
leverage. UACC is based in Newport Beach, CA, Ft. Worth, TX and
Buffalo, NY. For more information, visit unitedautocredit.net.
Forward-Looking Statements This press release contains
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. All statements contained
in this press release that do not relate to matters of historical
fact should be considered forward-looking statements, including
without limitation statements regarding our expectations for future
results of operations and the impact of the UACC acquisition. These
statements are based on management’s current assumptions and are
neither promises nor guarantees, but involve known and unknown
risks, uncertainties and other important factors that may cause our
actual results, performance or achievements to be materially
different from any future results, performance or achievements
expressed or implied by the forward-looking statements. For factors
that could cause actual results to differ materially from the
forward-looking statements in this press release, please see the
risks and uncertainties identified under the heading "Risk Factors"
in our Form 10-K for the year ended December 31, 2020 and our
Quarterly report on Form 10-Q for the quarter ended September 30,
2021, which are available on our Investor Relations website at
ir.vroom.com and on the U.S. Securities and Exchange Commission’s
website at sec.gov. All forward-looking statements reflect our
beliefs and assumptions only as of the date of this press release.
We undertake no obligation to update forward-looking statements to
reflect future events or circumstances.
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version on businesswire.com: https://www.businesswire.com/news/home/20220210005403/en/
Media Contact: Moxie Communications Group Alyssa Galella
vroom@moxiegrouppr.com (562) 294-6261 Investor Relations:
Vroom Allen Miller investors@vroom.com
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