RW National Holdings, LLC (d/b/a
Appreciate)
(“Appreciate”), the parent holding company of leading end-to-end
Single Family Rental (“SFR”) marketplace and management platform RW
OpCo, LLC (“Renters Warehouse”), celebrates its continued
partnership with global technology company, Pagaya Investments US
LLC (“Pagaya”), which today announced it has received a AAA-rating
from Moody’s Investor Service, Inc. (“Moody’s”) and DBRS
Morningstar on its SFR securitization.
The securities rated by Moody’s and DBRS Morningstar are backed
by one loan which is secured by mortgages on a pool of
approximately 846 SFR properties. As one of Pagaya’s key
acquisition and management partners, Appreciate manages properties
for Pagaya through its operating company subsidiary.
“Our mission at Appreciate is to offer an end-to-end solution
that provides investors with confidence,” said Kevin Ortner,
President of Appreciate. “The AAA-rating of Pagaya’s SFR
securitization is yet another milestone for the industry and
another confirmation of the value Appreciate provides to its
institutional and retail clients.”
In May 2022, Appreciate announced a definitive business
combination agreement with PropTech Investment Corporation II
(NASDAQ: PTIC) (“PTIC II”). Upon closing of the
transaction, subject to the terms of the business combination
agreement, PTIC II will be renamed “Appreciate Holdings, Inc.,”
will continue the Appreciate and Renters Warehouse business and
will apply for listing on the Nasdaq Capital Market under the new
ticker symbol “SFR,” to be effective upon consummation of the
transaction.
About AppreciateAppreciate, the parent holding
company of Renters Warehouse, is a leading end-to-end SFR
marketplace and management platform. The company offers a
full-service platform for investing in and owning SFR properties,
including a proprietary online marketplace and full-service
brokerage teams in over 40 markets. For more information,
visit appreciate.rent.
About Pagaya Technologies Pagaya (NASDAQ:
PGY) is a global technology company making life-changing financial
products and services available to more people nationwide, as it
reshapes the financial services ecosystem. By using machine
learning, a vast data network and a sophisticated AI-driven
approach, Pagaya provides comprehensive consumer credit and
residential real estate solutions for its partners, their
customers, and investors. Its proprietary API and capital solutions
integrate into its network of partners to deliver seamless user
experiences and greater access to the mainstream economy. Pagaya
has offices in New York, Tel Aviv and Boston. For more information,
visit pagaya.com.
Forward-Looking Statements
Disclaimer
Certain statements in this communication may be
considered forward-looking statements. Forward-looking statements
generally relate to future events or PTIC II’s or Appreciate’s
future financial or operating performance, and other
“forward-looking statements” (as such term is defined in the
Private Securities Litigation Reform Act of 1995), which include
statements relating to the proposed business combination. In some
cases, you can identify forward-looking statements by terminology
such as “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “intend,” “expect,” “should,” “would,” “plan,”
“predict,” “potential,” “seem,” “seek,” “future,” “outlook,” or the
negatives of these terms or similar expressions that predict or
indicate future events or trends or that are not statements of
historical matters. These forward-looking statements are subject to
a number of risks and uncertainties, including the inability of the
parties to successfully or timely complete the proposed business
combination; failure to realize the anticipated benefits of the
proposed business combination; and the possibility that Appreciate,
PTIC II, or the combined company may be adversely affected by other
economic, business, and/or competitive factors in the real estate
industry. If any of these risks materialize or our assumptions
prove incorrect, actual results could differ materially from the
results implied by these forward-looking statements.
These forward-looking statements are based upon
estimates and assumptions that, while considered reasonable by
Appreciate and its management, and/or PTIC II and its management,
as the case may be, are inherently uncertain. Factors that may
cause actual results to differ materially from current expectations
include, but are not limited to: (1) the occurrence of any event,
change or other circumstances that could give rise to the
termination of the business combination agreement; (2) the outcome
of any legal proceedings that may be instituted against Appreciate,
PTIC II, the combined company, or others following the announcement
of the business combination and the business combination agreement;
(3) the inability to complete the business combination due to the
failure to obtain approval of the stockholders of PTIC II, to
obtain financing to complete the business combination, or to
satisfy other conditions to closing; (4) the failure of any
condition precedent to the committed equity facility in connection
with the common stock purchase agreement by and between PTIC II and
CF Principal Investments LLC, which could cause the termination of
such facility; (5) changes to the proposed structure of the
business combination that may be required or appropriate as a
result of applicable laws or regulations or as a condition to
obtaining regulatory approval of the business combination; (6) the
ability to meet stock exchange listing standards at or following
the consummation of the business combination; (7) the risk that the
business combination disrupts current plans and operations of
Appreciate or PTIC II as a result of the announcement and
consummation of the business combination; (8) the ability to
recognize the anticipated benefits of the business combination,
which may be affected by, among other things, competition, the
ability of the combined company to grow and manage growth
profitably, maintain relationships with customers and suppliers and
retain its management and key employees; (9) costs related to the
business combination; (10) changes in applicable laws or
regulations; (11) Appreciate’s estimates of expenses and
profitability; (12) the failure to realize anticipated pro forma
results or projections and underlying assumptions, including with
respect to estimated stockholder redemptions, purchase price, and
other adjustments; (13) debt defaults, and the need for or failure
to obtain additional capital; and (14) other risks and
uncertainties set forth in the sections entitled “Risk Factors” and
“Cautionary Note Regarding Forward-Looking Statements” in PTIC II’s
Annual Report on Form 10-K for the year ended December 31, 2021 and
Quarterly Reports on Form 10-Q for the quarters ended March 31,
2022, and June 30, 2022, in the preliminary proxy statement
relating to the business combination, and in subsequent filings
with the Securities and Exchange Commission (“SEC”), including the
definitive proxy statement relating to the business combination.
There may be additional risks that neither PTIC II nor Appreciate
presently know or that PTIC II and Appreciate currently believe are
immaterial that could also cause actual results to differ from
those contained in the forward-looking statements.
Nothing herein should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. Neither Appreciate
nor PTIC II undertakes any duty, and each of Appreciate and PTIC II
expressly disclaims any obligation, to update or alter any
projections or forward-looking statements, whether as a result of
new information, future events or otherwise.
Additional Information About the Proposed
Business Combination and Where to Find ItIn connection
with the proposed business combination, on July 14, 2022, PTIC II
has filed with the SEC a preliminary proxy statement (as amended
from time to time) relating to the business combination. When
available, PTIC II will mail a definitive proxy statement and other
relevant documents to its stockholders as of a record date to be
established for voting on the proposed business combination. The
foregoing does not contain all the information that should be
considered concerning the proposed business combination and is not
intended to form the basis of any investment decision or any other
decision in respect of the business combination. PTIC II’s
stockholders and other interested persons are advised to read the
preliminary proxy statement and, when available, the amendments
thereto and the definitive proxy statement and other documents
filed in connection with the proposed business combination, as
these materials will contain important information about PTIC II,
Appreciate and the business combination. PTIC II
stockholders are able to obtain copies of the preliminary proxy
statement, and will also be able to obtain copies of subsequent
amendments to the preliminary proxy statement, to the definitive
proxy statement, and to other documents filed with the SEC, without
charge, once available, at the SEC’s website at www.sec.gov, or by
directing a request to: PropTech Investment Corporation II, 3415 N.
Pines Way, Suite 204, Wilson, Wyoming 83014.
Before making any voting or investment decision,
investors and security holders of PTIC II are urged to carefully
read the entire preliminary proxy statement and,
when available, the amendments thereto and the definitive proxy
statement and other documents filed in connection with the proposed
business combination with the SEC, because they will contain
important information about the proposed transaction.
Participants in the
SolicitationPTIC II and its directors and executive
officers may be deemed participants in the solicitation of proxies
from PTIC II’s stockholders with respect to the stockholder
proposals. A list of the names of those directors and executive
officers and a description of their interests in PTIC II is
contained in the preliminary proxy statement and is available free
of charge at the SEC’s website at www.sec.gov, or by directing a
request to PropTech Investment Corporation II, 3415 N. Pines Way,
Suite 204, Wilson, Wyoming 83014.
Appreciate and its directors and executive
officers may also be deemed to be participants in the solicitation
of proxies from the stockholders of PTIC II in connection with the
stockholder proposals. A list of the names of such directors and
executive officers and information regarding their interests in the
stockholder proposals is included in the preliminary proxy
statement and is available free of charge as noted above.
No Offer or SolicitationThis
communication shall not constitute a solicitation of a proxy,
consent or authorization with respect to any securities or in
respect of the stockholder proposals. The foregoing shall not
constitute an offer to sell or the solicitation of an offer to buy
or subscribe for any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended, or an exemption therefrom.
Investor Relations Contact:Gateway Investor
RelationsCody Slach, Ralf Esper(949) 574-3860PTIC@gatewayir.com
Media Relations Contact:Gateway PRZach Kadletz,
Anna Rutter(949) 574-3860PTIC@gatewayir.com
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