Additional information about True North Financial's investment of $8 million in a PIPE security
NEW YORK, Jan. 2, 2020 /PRNewswire/ -- China Rapid Finance Limited (NYSE: XRF) ("XRF" or the "Company") and True North Financial, LLC (True North) https://tnafinance.com/ , jointly offer the following additional information on True North's investment of $8 million in a "PIPE" transaction (private investment in public equity) for unregistered shares of China Rapid Finance's stock, on December 24, 2019. True North purchased 37,985,203 Class A ordinary unregistered private shares, and 3,465,574 Class B ordinary unregistered private shares, in exchange for a promissory note, based on the closing price on Dec 23, 2019, which was $1.93 per ADS share. The shares are convertible on a 10 to 1 ratio into ADS, (10 class A ordinary shares equal one ADS). Please see 6-K filing for details. At the end of Q3 2019, the Company had $15.5 million of cash and cash equivalents on its balance sheet, an improving net cash position quarter-on-quarter. The Company has no long-term debt on its balance sheet. https://www.prnewswire.com/news-releases/china-rapid-finance-reports-2019-unaudited-financial-results-for-the-six-and-nine-months-ended-june-30-and-september-30-2019-300975249.html
"True North's investment is a vote of confidence in China Rapid Finance's strategy for the future and the Company's ongoing negotiations with major US, European and Chinese financial firms, including multi-billion-dollar private equity funds and top global hedge funds. Firms with either ongoing capital market operations in China or a firm commitment from their Board to enter the China Capital Markets, have signed non-disclosure agreements (NDA's)", according to Douglas L. Brown, China Rapid Finance Board member, major shareholder, and former Vice-Chairman, Investment Banking, Morgan Stanley. He continued "The successful completion of these negotiations would provide capital for the Company to establish new business partnerships to pursue a lucrative and sustainable strategy to generate significant earnings. The Company would use its expertise and technology to facilitate financial institutions lending capital to high quality consumer loans using its credit analytics."
Douglas Brown pointed out, "China has committed to further opening its financial markets to Western financial firms, allowing foreign firms to own a 100% stake in a Chinese subsidiary. Other major reforms are intended to open China's Capital Markets and accelerate the maturation of China's Capital markets as an engine to provide growth for the Chinese economy. The relaxation of Chinese regulations for foreign financial firms has accelerated the interest of major US and European financial firms currently in discussions with China Rapid Finance."
Douglas Brown added, "The Company has completely stopped the peer-to-peer (P2P) loan origination business. Since exiting the legacy P2P business, the Company generates cashflow by providing consumer analytics, marketing services, and collection for portfolios of small Chinese consumer loans. To complete its transition from P2P, the Company is in advanced negotiations with global financial firms interested in purchasing portfolios of off-balance sheet distressed debt that belong to investors on the legacy marketplace lending platform, that are still serviced by the Company." China Rapid Finance cautions there is no assurance that this or any ongoing strategic discussions with major financial institutions currently underway will conclude in a successful agreement.
True North has had a long-term financial relationship with China Rapid Finance, as True North's affiliates TNA Capital Inc and TNA Capital LLC were a major investor in the Company shares prior to its 2017 IPO. True North has advised the Company Board of Director members on strategic and financial issues since 2014. https://tnafinance.com/ (TNA stands for True North Advisers).
True North has been closely involved in China Rapid Finance's recapitalization plan (previously disclosed September 4, 2019), in which the Company retained the investment banking teams of China Merchants Bank and Pangaea Finance as Advisers to enter alternative strategic discussions with global financial institutions for China Rapid Finance's transformation, including a potential permanent capital vehicle for Chinese consumer and small business loans. (A Real Estate Investment Trust, REIT, is one example of a permanent capital vehicle.) China Rapid Finance and its Investment Banking team are currently engaged in confidential negotiations with more than a dozen major financial institutions about injecting capital and assets into the Company in order to benefit from their important licenses owned by the subsidiaries of the Company, and technology in credit analytics. Other discussions center on selling the existing off-balance sheet consumer loans financed by individual investors, and still serviced by the Company. The Company no longer underwrites new peer to peer loans. The Company was taken public in 2017 by two prominent bulge bracket Wall Street Firms at a price of $6 per share. Adjusted for a recent 10 for 1 reverse split by the Company, the IPO price was the equivalent of $60 per share. XRF closed at $3.69 on Tuesday December 31, 2019.
Michael Jaliman, the Managing Partner of True North described the investment opportunity for True North, "I look forward to seeing a term sheet soon for a major injection of equity and debt, and other assets into China Rapid Finance. The high interest rate environment in China allows financial firms to charge significantly higher rates for high quality consumer and small business loans than the rates charged by financial firms in the US, which makes the China Capital Markets highly attractive. China Rapid Finance has accumulated significant losses according to the September 30, 2019 unaudited consolidated balance sheet. These losses can be used to shield future earnings from Chinese corporate income taxes to be paid from future interest payments on high yield consumer loans, which is attractive to potential financial partners." https://www.prnewswire.com/news-releases/china-rapid-finance-reports-2019-unaudited-financial-results-for-the-six-and-nine-months-ended-june-30-and-september-30-2019-300975249.html
Michael Jaliman continued, "David Jaliman performed the initial due diligence on China Rapid Finance on behalf of True North. David Jaliman speaks Mandarin and has extensive experience in loan origination. He is a vice president of Santander Bank, in a secured lending group and formerly worked at GE Capital. David Jaliman visited China Rapid Finance's offices and met with management based in China."
Michael Jaliman concluded, "I am confident in the wisdom of True North's recent investment in China Rapid Finance and the significant upside potential of the shares. I have respect for the analytical abilities and industry relationships of the investment banking team of China Merchants Bank/ Pangaea Finance, that I introduced to the Company to help with capital raising and to pursue strategic options. The investment banking team is led by Timothy Van Housen who has deep experience in China Capital Markets, having advised numerous transactions with leading Western and Chinese financial firms active in Chinese loan origination and the secondary markets. Mr. Van Housen has previously served as the head of Capital Markets for Bank One, reporting to Jamie Dimon. Mr. Van Housen was at Berkshire Hathaway and responsible for acquiring the trading business of Enron and monetizing their assets after the fall of Enron. Mr. Van Housen is a Wharton MBA with a BA in economics from the University of Chicago. I am looking forward to the transformation of China Rapid Finance's business model with a proposed transaction injecting hundreds of millions of US dollars of debt and equity capital into China Rapid Finance. This capital infusion would transform China Rapid Finance into a permanent capital vehicle, with significant upside impact for investors, if this occurs."
There is no guaranty that a term sheet will be agreed to soon or at all. There is no guaranty that the proposed business transformation of China Rapid Finance will be successful. There is no guaranty that the investment banking team of China Merchants Bank/ Pangaea Finance will be successful in closing a deal on behalf of China Rapid Finance.
The shares issued by China Rapid Finance to True North currently cannot be traded. China Rapid Finance and True North will endeavor to agree to registration rights for the Class A ordinary shares within 30 days of the December 24, 2019 agreement. True North will have the right to designate up to two directors to the Board of China Rapid Finance once the promissory note is paid, subject to ratification by the Board, and the shareholders.
Michael Jaliman was a Senior Managing Director of Fujitsu Consulting and the head of its financial services practices in New York. Mr. Jaliman led the consulting team that merged North American operations for the lead bank in Fujitsu's keiretsu, Dai Ichi Kangyo Bank with Fuji Bank and the Industrial Bank of Japan, to form Mizuho Financial Group, one Japan's largest banks. Mr. Jaliman also led consulting engagements for JP Morgan and Bank of America Merrill Lynch. He has extensive experience in Greater China where he served as Director of Strategic Planning for KPMG Asia Pacific. Mr. Jaliman began his consulting career at McKinsey & Company. During the 2008 financial crisis Mr. Jaliman was an adviser to the Federal Reserve and instrumental in structuring and getting approval for TARP to make equity investments in US banks. Mr. Jaliman is an MBA graduate of the Harvard Business School and has a BA with honors in economics from the University of Wisconsin at Madison. Mr. Jaliman was the Democratic Party Candidate for US Congress from New York's 19th Congressional District.
About China Rapid Finance
China Rapid Finance Limited (NYSE: XRF) is one of China's leading Fintech companies that offers award-winning decisioning technology and marketing services that addresses China's growing consumer credit market. The Company utilizes its proprietary technology and 18 years of experience to provide its services. The Company is establishing partnerships and is currently developing strategic alternatives and new businesses in financial technology, marketing services and portfolio management. For more information, please visit http://ir.crfchina.com.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements can be identified by terminology such as "may," "will," "expects," "anticipates," "aims," "future," "intends," "plans," "believes," "estimates," "likely to" and similar statements. The Company may also make written or oral forward-looking statements in its reports filed with, or furnished to, the U.S. Securities and Exchange Commission, in its annual reports to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about the Company's beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the Company's ability to regain compliance with NYSE continued listing standards, unexpected difficulties in the Company's pursuit of its goals and strategies; the unexpected developments, including slow growth, in the consumer lending market; reduced demand for, and market acceptance of, the Company's products and services; difficulties keeping and strengthening relationships with borrowers or investors; difficulties of expanding data and channel partnerships, potentially costly servicing activities; competition in the consumer lending market; PRC governmental regulations and policies; and general economic and business conditions in the regions where the Company provides products and services. Further information regarding these and other risks is included in the Company's reports filed with, or furnished to, the Securities and Exchange Commission. All information provided in this announcement and in the attachments is as of the date of this announcement, and the Company undertakes no duty to update such information except as required under applicable law.
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