NewRez LLC entered into a definitive agreement to acquire Caliber Home Loans, Inc. from Lone Star Americas Acquisitions, Inc. for $1.7 billion on April 14, 2021. The consideration of the transaction will be paid in a cash and the consideration is subject to certain downward adjustments. NewRez intends to finance the transaction with a combination of equity and debt financing or other sources of liquidity. On April 14, 2021, New Residential Investment Corp. announced an offering of 45 million shares of common stock at a price of $10.10 per share and proceeds of offering will be used to finance the transaction. In case of termination of the transaction, NewRez will pay a termination fee of $25 million. The transaction is subject to certain closing conditions, including among others, the applicable waiting periods under the HSR Act shall have expired or been terminated; and the receipt of certain governmental entity, government-sponsored entity and third-party approvals. The receipt of financing is not a condition to the consummation of the transaction. The transaction was unanimously approved by Board of Directors of New Residential Investment Corp., parent company of NewRez. The transaction is expected to close in the third quarter of 2021. The transaction is expected to be accretive in the first full calendar year following the close of the acquisition. Citigroup Global Markets Inc. and Goldman Sachs & Co. acted as financial advisors to New Residential Investment Corp., parent company of NewRez, and Joseph A. Coco, Peter D. Serating and Faiz Ahmad of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to New Residential. Credit Suisse Securities (USA) LLC and Barclays acted as financial advisors to Lone Star and Caliber and Laurence Platt, Elizabeth A. Raymond and Jon Van Gorp of Mayer Brown LLP acted as legal advisors to Lone Star and Caliber. NewRez LLC completed the acquisition of Caliber Home Loans, Inc. from Lone Star Americas Acquisitions, Inc. for $1.3 billion on August 23, 2021. New Residential financed the acquisition through a mix of existing cash and available liquidity on the New Residential and Caliber balance sheets. Following the close of the acquisition, Sanjiv Das and Baron Silverstein will lead the combined platform with Sanjiv Das taking on the role of Chief Executive Officer and Baron Silverstein taking on the role of President and Chief Operating Officer.