ILOOKABOUT CORP

ILA Provides Update and Additional Details Relating to Proposed Purchase of Voxtur Technologies, Brightline Title and Certain Assets of James E. Albertelli, P.A.

Not for distribution to U.S. news wire services or dissemination in the United States. TORONTO, Jan. 15, 2021 (GLOBE NEWSWIRE) —  Further to its press releases dated November 2, 2020 and December 31, 2020, iLOOKABOUT Corp. (TSXV:ILA; OTCQB:ILATF) (“iLOOKABOUT”, “ILA”, “the Company”, or “the Corporation”) is pleased to provide an update on timing and additional details relating to the proposed transaction (the “Acquisition”) with James E. Albertelli, P.A. (“JEAPA”) and certain of its affiliates (collectively, “JEA”) for the acquisition by ILA of (i) certain technology and non-legal assets of JEA (the “JEA Assets”); (ii) 100% of the issued and outstanding stock of Voxtur Technologies, Inc. (“Voxtur Technologies”); and (iii) 100% of the membership interests of Bright Line Title, LLC dba Brightline Title (“Brightline Title”).Shareholders will be asked to consider and approve certain matters relating to the Acquisition at the special meeting of shareholders of ILA scheduled to be held on January 22, 2021, all as more particularly described in the management information circular of ILA dated December 21, 2020 available on ILA’s profile at http://www.sedar.com. In the event such matters are approved by shareholders, (i) execution of the definitive merger agreements relating to the acquisition of Voxtur Technologies and Brightline Title and definitive asset purchase agreement relating to the acquisition of the JEA Assets; and (ii) closing of the Acquisition, are each anticipated to occur on or before January 29, 2021.Prior to the completion of the Acquisition, ILA expects to amend the authorized capital of the Corporation (the “Capital Reorganization”) in its articles to create a new class of non-voting shares (the “Non-Voting Shares”) and, subsequent to completion of the Acquisition, to change its name to Voxtur Analytics Corp. (the “Resulting Issuer”).Pursuant to the terms of the Acquisition, ILA will: (i)   issue to James Albertelli (“Albertelli”) and Jonathan Sawyer (“Sawyer”), individually as the sole equity owners of Brightline Title, and to JEAPA and Svero Holdings, LLC (collectively, the “JEA Affiliated Entities”), both of which are wholly owned by Albertelli and Sawyer, as sole equity owners of Voxtur Technologies, an aggregate of 108,455,631 common shares (“Shares”) of ILA and 54,227,816 Non-Voting Shares of ILA as consideration for the transfer to iLOOKABOUT of 100% of the membership interests of Brightline Title by Albertelli and Sawyer and 100% of the issued and outstanding stock of Voxtur Technologies by the JEA Affiliated Entities (“Share Consideration”). The Share Consideration for the Acquisition has a deemed value of approximately US$54.7 million (C$73 million) calculated using a defined value of US$0.34 per share (C$0.45) (using a CAD to USD conversion rate of 0.7497); and(ii)   make a cash payment (the “Cash Consideration”) upon closing to JEA in the amount of approximately US$13.5 million for the transfer of the JEA Assets.Each of the JEA Affiliated Entities is owned by Albertelli and Sawyer in a proportion of 70/30, respectively, which is equal to the initially contemplated share consideration distribution among Albertelli and Sawyer previously disclosed by the Company. The JEA Affiliated Entities are receiving a portion of the Share Consideration for tax planning purposes.The Cash Consideration will be satisfied through a new acquisition credit facility (the “Credit Facility”) of approximately US$18,500,000 from a Schedule 1 Canadian bank to be implemented by the Corporation prior to completion of the Acquisition. The balance of the Credit Facility will be used to fund the operations of Brightline Title. The Credit Facility will be given on the following terms: (i) pricing will be set at prime interest rate plus 4.0% per annum; (ii) the Corporation will pay interest only for the first six months of the term, and thereafter interest and principal which will amortize over 54 months with the following amortization schedule: month 7-12: at a rate of 11%, month 13-24: at a rate of 22%, month 25-36: at a rate of 22%, month 37-48: at a rate of 22% and month 49-60: at a rate of 22%; (iii) the Corporation may, at its discretion, repay the balance of acquisition credit facility in whole or in part at any time after eighteen (18) months following the closing date without penalty or obligation for future interest payments otherwise payable had acquisition credit facility not been repaid; and (iv) the maturity date of the acquisition credit facility will be on the fifth anniversary of the closing date of the Acquisition. The Acquisition is subject to a number of conditions precedent, including without limitation: (i) execution of the definitive merger agreements and definitive asset purchase agreement; (ii) receipt of all necessary shareholder, board, regulatory and third-party approvals; (iii) receipt by the Corporation of a firm commitment for the Credit Facility to fund the Cash Consideration; and (iv) the satisfactory completion of due diligence by the Corporation. As part of the due diligence, the board of directors has engaged Duff & Phelps Canada Limited (“Duff & Phelps”) to prepare an independent valuation of the shares and assets contemplated for inclusion in the Acquisition, as well as other financial analyses pertaining to the Acquisition. The Acquisition is an arm’s length transaction and does not require financing other than the Credit Facility required to fund the Cash Consideration. No deposits have been paid and no commissions or finder’s fee will be paid upon the closing of the Acquisition. No sponsor has been retained by the Company in relation to the Acquisition. The following table represents the impact of the Acquisition on the issued share capital of the Corporation assuming approval of the Capital Reorganization is obtained and completion of the Acquisition:Total Shares Outstanding (% of Total Outstanding Securities)Total Non-Voting Shares Outstanding (% of Total Outstanding Securities) Total Outstanding Securities 272,445,754(1) (83.40%)54,227,816 (16.60%) 326,673,570(1) (1) Based on 163,990,123 Shares issued and outstanding as of December 18, 2020 and assuming no exercise of outstanding convertible securities of the Corporation. The following table provides a breakdown of the aggregate Share Consideration to be provided to Albertelli, Sawyer and the JEA Affiliated Entities assuming approval of the Capital Reorganization and completion of the Acquisition:Aggregate Number of Shares issuable to Albertelli, Sawyer and the JEA Affiliated Entities pursuant to the AcquisitionNumber of Non-Voting Shares issuable to Albertelli, Sawyer and the JEA Affiliated Entities pursuant to the AcquisitionTotal Number of Outstanding Securities (Percent of Issued and Outstanding Securities)(1) 108,455,63154,227,816162,683,447 (49.8)% (1) Based on 163,990,123 Shares issued and outstanding as of December 18, 2020 and assuming no exercise of outstanding convertible securities of the Corporation. To the knowledge of the Corporation, Albertelli, Sawyer and the JEA Affiliated Entities, and their associates and affiliates, do not currently beneficially own or control, directly or indirectly, any Shares.Voxtur TechnologiesVoxtur Technologies provides real estate technology ranging from automated aggregation of property and real estate lending data and origination processes to AI-enhanced legal processes. Voxtur Technologies provides diversified product offerings incorporating both native and non-native technologies to investors, institutional lenders, mortgage servicers and secondary market participants. It owns a proprietary technology platform called InfoEx, which leverages AI to ingest and process data for whole loan trading due diligence, loan origination and loan default processes used by mortgage banks and servicers throughout the U.S. The InfoEx platform also contains a proprietary database which is used by mortgage originators to order and receive title insurance, title alternatives and valuation products. These offerings are enhanced by the provision of corresponding professional services intended to assist clients with the implementation and strategic application of the products and services provided by Voxtur Technologies.The technology platforms of iLOOKABOUT and Voxtur Technologies are complementary, and both entities have a shared vision to disrupt the real estate lending industry by automating and simplifying complex processes used today. The combination of the technologies will create a unique value proposition for mortgage lenders, servicers and investors, moving iLOOKABOUT closer to a digital reality that increases returns for investors and lowers costs for consumers.The Acquisition is expected to expand overall revenue growth of iLOOKABOUT’s existing U.S. entities through diversification of available product offerings, increased financial strength to meet prospective client minimum procurement requirements, expansion of sales reach, improved capacity in platform and product development resources and balanced capabilities in both lending (mortgage) origination and default lending cycles. The combination of these factors is expected to create opportunities for new business and an expansion of existing business through cross-selling opportunities to existing clients of both entities. There are a number of natural synergies between the current and targeted client bases, with a core philosophy focused on modernization of lender technology services, complementary technical and human capabilities and similar corporate culture which should result in opportunities for significant growth for iLOOKABOUT and its shareholders.Voxtur Technologies will have a 25-year contract (with an automatic renewal) with JEA to provide certain non-legal mortgage default processing services.Brightline Title Using advanced business intelligence technologies, Brightline Title offers nationwide title, escrow and settlement services with a focus on security and compliance and underpinned by deep expertise and industry-leading technology. Brightline Title is the successor-in-interest to the title and closing practice started by JEA more than 20 years ago. Brightline Title does not operate outside of the real estate market. Adding the title products and settlement services offered by Brightline Title to the existing iLOOKABOUT suite of product offerings, including the valuation products offered by Clarocity, creates broader sales and marketing opportunities and allows for vendor consolidation by clients. In addition, the combination of entities and offerings allows leadership to leverage the experience and expertise contained within both organizations in order to maximize efficiencies and talent utilization. This combination also allows for economies of scale with respect to software development and data acquisition, and increased market share due to cross-selling opportunities. The realization of these benefits will lead to material increases in revenue and profit for iLOOKABOUT and its shareholders.The primary assets to be transferred include the workforce in place currently dedicated to the non-legal processing of residential real estate foreclosures, bankruptcies and other default-related matters, as well as the know-how and unique processes utilized in such processing. In addition, valuable customer-based intangibles will be transferred, including certain client lists, client contracts, client relationships and opportunities in the market. Through this acquisition, Voxtur Technologies and Brightline Title will have the ability to leverage the assets in order to cross-sell, expand the client base and increase market share.The following table contains certain select consolidated unaudited financial information relating to the JEA Assets, Voxtur Technologies and Brightline Title as at and for the Nine Months Ended September 30, 2020 (in CAD)(1). Total Assets7,776,637  Total liabilities22,819,865  Shareholders' Equity4,956,772  Total liabilities and Shareholders' Equity7,776,637  Revenue30,536,973  Comprehensive net income (loss) for the period(3,107,987)  Notes: (1) Amounts initially presented in USD have been converted to CAD at a rate of 1.3339. (2) Presented as post close, with the Company having assumed US$18.5 million of long term debt.Proposed Board of Directors and Senior Management of the Resulting Issuer Upon closing of the Acquisition, it is expected that: (i) Albertelli will be named CEO of U.S. operations (“iLOOKABOUT U.S.”), a wholly-owned subsidiary of the Corporation, and President of the Corporation; and (ii) certain key executives of JEA will be offered employment with iLOOKABOUT U.S. for the roles of Chief Financial Officer and Chief Legal Officer. In addition, the Corporation has received irrevocable resignations from Phillip Millar, Jeff Hack and Jeff Young, who have agreed to resign as directors of the Corporation immediately prior to the closing time of the Acquisition to accommodate the appointment of Albertelli, Michael Harris and Joseph Murin as directors of the Corporation. Immediately upon completion of the Acquisition, John C. Drake, James Kelsey, Allan Bezanson, Gary Yeoman, James E. Albertelli, Michael Harris, Gerry Quinn, Joseph Murin and Peter Hyde are expected to be the nine (9) directors comprising the board of directors of the Corporation, to hold office until the earlier of the next annual meeting of shareholders of the Corporation or their earlier departure from the board. The following sets out the persons who are expected to be directors and senior officers of the Resulting Issuer following the completion of the Acquisition:Gary Yeoman, Director, Chair of the Board and CEO (current)Gary joined ILA in 2013, providing strategic leadership as ILA’s Chairman. In December 2017, Gary took on the additional role as CEO. Prior to joining ILA, Gary founded and served as CEO of Altus Group (TSX: AIF), a real estate software, data and analytics company. He led Altus through an IPO in 2005 and a 7-year growth period during which the company realized a 333% increase in revenues from $75M to approximately $325M. Gary currently holds a fellowship designation in the Royal Institute of Chartered Surveyors (FRICS), is an accredited Member of the Institute of Municipal Assessors (MIMA), and is also a practicing licensed Paralegal in Ontario.James E. Albertelli, Director and President (new)Mr. Albertelli is a seasoned attorney and serial entrepreneur with 25 years of experience in legal and financial services and financial technologies. Notably, he has self-funded several of the assets to be included in the Transaction.Mr. Albertelli has built a national real estate law practice (ALAW), representing the largest financial institutions in the U.S. in all aspects of commercial and residential financing transactions. While building his law firm, Mr. Albertelli created the first distressed asset auction website that he later licensed and sold to a current industry leader in the auction space. In an effort to further support the needs of his institutional clients, Mr. Albertelli built a national title, escrow and closing company in Brightline Title. Finally, Jim has developed multiple technology platforms that support real estate investors, lenders and servicers across the real estate industry.Early in his career, Mr. Albertelli developed his litigation skills in the State and Federal Courts of Florida and Georgia. He has taught Litigation Analytics at Emory University School of Law and both Residential and Commercial Real Estate Law at The Florida Coastal School of Law. He has also practiced as an Assistant District Attorney for the Chief Judge of the Cobb Judicial Court in Georgia.Hon Joseph J. Murin (new)Joseph Murin is currently the Chairman of JJAM Financial, a financial services holding and consulting firm, and serves as the Chairman Emeritus of Chrysalis Holding, which includes analytics and mortgage offerings. Previously, Mr. Murin was CEO of ANC Acquisitions, a Fortress Investment Group financial services company founded to provide products and services specializing in the areas of mortgage lending, mortgage servicing, asset-based lending, compliance and analytics.Mr. Murin is the former Chairman of The Collingwood Group, which was co-founded by Mr. Murin and Brian Montgomery in 2009. After co-founding The Collingwood Group, Mr. Murin and Mr. Montgomery merged their organization with Capital Financial Solutions, a Washington, DC-based consulting firm. The Collingwood Group offers business advisory services combined with access to decision makers, financial sponsors, corporate boards and senior industry executives. The company also provides business development opportunities through commercial and government contracts, utilizing minority and women-owned businesses as well as capital investments in small businesses.Prior to co-founding The Collingwood Group, Mr. Murin was President of the Government National Mortgage Association (Ginnie Mae), after being nominated for the position by President Bush in 2007. During his tenure with Ginnie Mae, Mr. Murin oversaw its mission to make affordable housing a reality and also led the transformation of Ginnie Mae through a difficult time in the housing and mortgage arenas. Under his leadership, Ginnie Mae continued to provide much needed liquidity to the industry as it grew its portfolio from $350 billion to $840 billion and grew its penetration in the Asian markets from 30% to 48%. In addition to the substantial growth of the organization, Mr. Murin directed the formation of a comprehensive risk management initiative.Preceding his nomination to serve as President of Ginnie Mae, Mr. Murin brought more than 47 years of diverse experience in the financial services, mortgage and banking industry. His experience includes the position of CEO of several financial organizations such as Century Mortgage, Basis 100, Lender’s Service Inc., and MSNi LLC. He began his career with Pittsburgh National Bank in 1972. Mr. Murin is currently on the board of directors for Cherry Hill Mortgage Investments, Pitchpoint Solutions and Chrysalis Holdings.Michael Harris (new)Mr. Harris is a Senior Business Advisor in the Corporate/Commercial and Government Relations & Ethics Groups at Fasken. He is known for his advice on governance issues and government relations matters and brings extensive experience in public policy and government decision-making, having held the positions of Member of Provincial Parliament and Premier of Ontario.Mr. Harris serves as Director on several private and public boards, including Chartwell Retirement Residences, Canaccord Financial, Element Financial Corp., FirstService Corporation, and Route1. He also sits on the advisory board of several private equity funds, including EnerTech and Beringer Capital.His passion for the community is shown through his involvement with various organisations and institutions. He is Director of the Tim Horton Children’s Foundation and holds the position of Senior Fellow with The Fraser Institute. Mr. Harris is also the Honorary Chairman of fundraising initiatives for Nipissing University, Canadore College and North Bay Regional Health Centre.James Kelsey (current)Mr. Kelsey is currently an independent businessman. Mr. Kelsey has over fifty years in the financial services industry. He is an exemplary leader with diverse experience ranging from retail banking at the start of his career to commercial banking and corporate finance at the C-Suite level. Jim led the start-up of the Corporate Finance Division for Bank of Montreal, and most recently served as Vice Chairman, North American Commercial Banking, Bank of Montreal. He currently sits on the Board of a private company and is on the Advisory Board for a Canadian Family Office.John C Drake (current)Mr. Drake is an independent business man and currently Chairman of Whippoorwill holdings, the Drake family office. Whippoorwill has investments in finance, real estate, software development and retail sales. From 1999 until 2011, Mr. Drake was the Honorary Colonel of The First Hussars regiment of the Canadian Armored Corp. Mr. Drake is also a co-founder and co-owner of Redtail Golf Course located in Port Stanley, Ontario.Gerarld C Quinn (current)Mr. Quinn has been President of The Erin Mills Investment Corporation (“Erin Mills”), a private venture capital company, since September 1989. Prior to joining Erin Mills, Mr. Quinn served as a Senior Officer of Magna International Inc. and Barrincorp Industries, both publicly traded companies. Mr. Quinn has been a director of a number of public and private companies in diverse industries. He has also served as a Partner in the public accounting firm of Ernst & Young. In addition, Mr. Quinn now invests his own capital and acts as an investment advisor to emerging businesses.Allan Bezanson (current)Mr. Bezanson is currently the Chief Executive Officer of BW Founders Ltd. Mr. Bezanson is an active investor, primarily in the oil and gas sector. He has been a director of a number of public and private companies and is currently a director and the Chief Executive Officer of Range Energy Resources Inc., listed on the Canadian Securities Exchange, but currently inactive. Mr. Bezanson’s background includes hedge fund manager, corporate oil and gas, private equity and financial services executive, with extensive experience and knowledge of capital markets from both the buy and sell perspectives.Peter Hyde (current)Mr. Hyde is President and sole owner of Hyde Construction Limited, a residential and commercial construction company operating from Stratford, Ontario. Mr. Hyde started the company in 1988 and has grown Hyde Construction into a major force within the construction industry in southwestern Ontario. Hyde Construction has an outstanding reputation due to Mr. Hyde’s personal dedication, the strength and experience of its principles, its commitment to clients, and an uncompromising focus on quality. Mr. Hyde has been recognized with many industry and community awards.Jordan Ross (current)Jordan joined ILA as COO in 2018.  Prior to joining ILA, he served as the Sr. Director of Corporate Development at Altus Group, reporting directly to the CEO, where he was responsible for advancing their corporate strategies, overseeing global operations, as well as identifying venture investments and acquisitions. Jordan received a Bachelor of Commerce degree from McGill University in Montreal and Juris Doctor from Bond University in Australia. Jordan is a member of the Law Society of Ontario.Robin Dyson (current)Robin joined ILA in 2007 as its CFO. She is a Chartered Accountant, and has both public accounting and industry experience. Immediately prior to becoming CFO of ILA, she was a Manager with KPMG. She received her Bachelor of Arts (Honours Business Administration) degree from the Richard Ivey School of Business, Western University, graduating with Distinction, and obtained her Chartered Accountant designation in 2001.About ILAILA is a transformational data analytics organization that provides transparency to the valuation of real estate assets. ILA is a real estate valuation platform with technologies that leverage the power of data designed to address today's dynamic real estate valuation market. Our proprietary innovative platform provides software and data licenses and technology managed services to the real estate industry, serving primarily the property lending and property tax sectors, both public and private, in the United States and Canada. Accurate data and property valuations form the basis for our clients to value assets, fund loans, securitize portfolios and to analyze and update property tax assessments. As a fully integrated valuation technology company, we are setting new standards in real estate valuation quality and reliability. ILA is a brand built on innovation, execution, accuracy, industry expertise and forward-looking products and services.The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S Securities Act”), or any state securities laws and may not be offered or sold within the United States, or to or for the account or benefit of a U.S. person, absent registration or an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.Cautionary Note Regarding Forward-Looking InformationThis news release contains “forward-looking information” under the provisions of applicable Canadian securities legislation, concerning the business, operations and financial performance and condition of ILA. All statements in this press release, other than statements of historical fact, are