Item 8.01 Other Events.
On October 13, 2020, United Shore Financial Services, LLC d/b/a United Wholesale
Mortgage ("UWM") released a press release announcing its results for the
third-quarter ended September 30, 2020. A copy of the press release is attached
hereto as Exhibit 99.1 and incorporated by reference herein.
As previously reported, on September 22, 2020, UWM announced it entered into a
Business Combination Agreement (the "Business Combination Agreement") with Gores
Holdings IV, Inc. (Nasdaq: GHIV, GHIVU, and GHIVW) (the "Company"), a special
purpose acquisition company sponsored by an affiliate of The Gores Group, LLC,
and certain other signatories thereto. The transaction is expected to close in
the fourth quarter of 2020, subject to regulatory and stockholder approvals, and
other customary closing conditions. The combined company will operate under the
name UWM and intends to list on the Nasdaq under the new ticker symbol "UWMC."
Additional Information about the Proposed Business Combination and Where to Find
It
On October 2, 2020, the Company filed with the Securities and Exchange
Commission (the "SEC") a preliminary proxy statement in connection with the
proposed business combination contemplated by the Business Combination Agreement
and will mail a definitive proxy statement and other relevant documents to its
stockholders. The preliminary proxy statement is not yet effective. The
definitive proxy statement will contain important information about the proposed
business combination contemplated by the Business Combination Agreement and the
other matters to be voted upon at a meeting of stockholders of the Company to be
held to approve the proposed business combination contemplated by the Business
Combination Agreement and other matters (the "Special Meeting"). Company
stockholders and other interested persons are advised to read, when available,
the preliminary proxy statement, as well as any amendments or supplements
thereto, and the definitive proxy statement in connection with the Company's
solicitation of proxies for the Special Meeting because they will contain
important information about the proposed business combination. When available,
the definitive proxy statement will be mailed to the Company's stockholders as
of a record date to be established for voting on the proposed business
combination contemplated by the Business Combination Agreement and the other
matters to be voted upon at the Special Meeting. Company stockholders will also
be able to obtain copies of the proxy statement, without charge, once available,
at the SEC's website at www.sec.gov or by directing a request to: Gores Holdings
IV, Inc., 9800 Wilshire Boulevard, Beverly Hills, CA 90212, attention: Jennifer
Kwon Chou (jchou@gores.com).
Participants in Solicitation
The Company, UWM and their respective directors and officers may be deemed
participants in the solicitation of proxies of Company stockholders in
connection with the proposed business combination. Company stockholders and
other interested persons may obtain, without charge, more detailed information
regarding the directors and officers of the Company in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed
with the SEC on March 27, 2020. Information regarding the persons who may, under
SEC rules, be deemed participants in the solicitation of proxies to Company
stockholders in connection with the proposed business combination contemplated
by the Business Combination Agreement and other matters to be voted upon at the
Special Meeting will be set forth in the proxy statement for the proposed
business combination when available. Additional information regarding the
interests of participants in the solicitation of proxies in connection with the
proposed business combination will be included in the proxy statement that the
Company intends to file with the SEC.
Forward Looking Statements
This Current Report may contain a number of "forward-looking statements" as
defined in the Private Securities Litigation Reform Act of 1995. Forward-looking
statements include information concerning the Company or UWM's possible or
assumed future results of operations, business strategies, debt levels,
competitive position, industry environment, potential growth opportunities and
the effects of regulation, including whether this transaction will generate
returns for stockholders. These forward-looking statements are based on the
Company's or UWM's management's current expectations, estimates, projections and
beliefs, as well as a number of assumptions concerning future events. When used
in this Current Report, the words "estimates," "projected," "expects,"
"anticipates," "forecasts," "plans," "intends," "believes," "seeks," "may,"
"will," "should," "future," "propose" and variations of these words or similar
expressions (or the negative versions of such words or expressions) are intended
to identify forward-looking statements.
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These forward-looking statements are not guarantees of future performance and
involve a number of known and unknown risks, uncertainties, assumptions and
other important factors, many of which are outside UWM's management's control,
that could cause actual results to differ materially from the results discussed
in the forward-looking statements. With respect to forward looking statements
relating to the consummation of the proposed business combination, these risks
include, but are not limited to: (a) the occurrence of any event, change or
other circumstances that could give rise to the termination of the Business
Combination Agreement, the failure to obtain approval of the stockholders of the
Company, the failure to receive required regulatory approval; (b) the ability to
meet Nasdaq's listing standards; and (c) the inability of the Company to
complete the proposed private placement. With respect to the risks related to
UWM's business, these risks include (i) the risk that the proposed business
combination disrupts current plans and operations of UWM or its subsidiaries;
(ii) costs related to the proposed business combination; changes in applicable
laws or regulations; (iii) the possibility that UWM may be adversely affected by
other economic, business and/or competitive factors; (iv) UWM's dependence on
macroeconomic and U.S. residential real estate market conditions, including
changes in U.S. monetary policies that affect interest rates; (v) UWM's reliance
on its warehouse facilities; the risk of a decrease in the value of the
collateral underlying certain of its facilities causing an unanticipated margin
call; (vi) UWM's ability to sell loans in the secondary market; (vii) UWM's
dependence on the government sponsored entities such as Fannie Mae and Freddie
Mac; (viii) changes in the GSEs', FHA, USDA and VA guidelines or GSE and Ginnie
Mae guarantees; (ix) UWM's dependence on Independent Mortgage Advisors to
originate mortgage loans; (x) the risk that an increase in the value of the MBS
UWM sells in forward markets to hedge its pipeline may result in an
unanticipated margin call; (xi) UWM's inability to continue to grow, or to
effectively manage the growth of, its loan origination volume; (xii) UWM's
ability to continue to attract and retain its Independent Mortgage Advisor
relationships; (xiii) the occurrence of a data breach or other failure of UWM's
cybersecurity; (xiv) loss of key management; (xv) reliance on third party
software and services; (xvi) reliance on third-party sub-servicers; (xvii) UWM's
ability to implement technological innovation; (xviii) UWM's ability to continue
to comply with the complex state and federal laws regulations or practices
applicable to mortgage loan origination and servicing in general; and
(xix) other risks and uncertainties indicated from time to time in the
preliminary proxy statement filed by the Company in connection with the
Company's solicitation of proxies for the Special Meeting, including those under
"Risk Factors" therein, and other documents filed or to be filed with the SEC by
the Company. You are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
Forward-looking statements included in this Current Report speak only as of the
date of this Current Report. Except as required by law, neither the Company nor
UWM undertakes any obligation to update or revise its forward-looking statements
to reflect events or circumstances after the date of this release. Additional
risks and uncertainties are identified and discussed in the Company's reports
filed with the SEC and available at the SEC's website at www.sec.gov.
Disclaimer
This communication is for informational purposes only and shall not constitute
an offer to sell or the solicitation of an offer to buy any securities pursuant
to the proposed business combination or otherwise, nor shall there be any sale
of securities in any jurisdiction in which the offer, solicitation or sale would
be unlawful prior to the registration or qualification under the securities laws
of any such jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Exhibit
99.1 Press Release dated October 13, 2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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