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TABLE OF CONTENTS
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Table of Contents

As filed with with the Securities and Exchange Commission on October 1, 2020

Registration No. 333-            


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933



AmeriHome, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  6162
(Primary Standard Industrial
Classification Code Number)
  85-2732607
(I.R.S. Employer
Identification Number)

1 Baxter Way
Thousand Oaks, California 91362
Telephone: (888) 469-0810

(Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)



James S. Furash
Chief Executive Officer
1 Baxter Way
Thousand Oaks, California 91362
Telephone: (888) 469-0810

(Name, Address, Including Zip Code and Telephone Number, Including Area Code, of Agent for Service)



Copies to:

Perry J. Shwachman, Esq.
Samir A. Gandhi, Esq.
Robert A. Ryan, Esq.
Sidley Austin LLP
787 Seventh Avenue
New York, New York 10019
Telephone: (212) 839-5900
Facsimile: (212) 839-5599

 

Richard D. Truesdell, Jr., Esq.
Pedro J. Bermeo, Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
Facsimile: (212) 701-5800

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration statement becomes effective.

          If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o   Accelerated filer o   Non-accelerated filer ý   Smaller reporting company o

Emerging growth company ý

          If an emerging growth company, indicate by checkmark if the registrant has not elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.    o



CALCULATION OF REGISTRATION FEE

       
 
Title of Each Class of Securities
to be Registered

  Proposed Maximum
Aggregate Offering
Price(1)(2)

  Amount of
Registration Fee(2)

 

Class A common stock, par value $0.01 per share

  $100,000,000   $10,910

 

(1)
Includes additional shares of Class A common stock that the underwriters have an option to purchase. See "Underwriting (Conflict of Interest)."

(2)
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933, as amended, based on an estimate of the proposed maximum aggregate offering price.



          The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

   


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EXPLANATORY NOTE

        AmeriHome, Inc., the registrant whose name appears on the cover of this registration statement, is a private company incorporated under the laws of Delaware. In connection with the closing of this offering, AmeriHome, Inc. and Aris Mortgage Holding Company, LLC ("Aris Holding") will consummate the Transactions, as described in "Our Organizational Structure" in the prospectus included as part of this registration statement. As a result of the Transactions, AmeriHome, Inc. will be (i) a holding company, with its principal asset consisting of limited liability company interests of Aris Holding and (ii) the sole managing member of Aris Holding and will control the business and affairs of Aris Holding and its subsidiaries. Except as otherwise disclosed in the prospectus included in this registration statement, the consolidated historical financial statements and summary and selected historical consolidated financial data and other historical financial information included in this registration statement are those of Aris Holding and its subsidiaries, and do not give effect to the Transactions.


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ABOUT THIS PROSPECTUS

    i  

GLOSSARY

    ii  

INDUSTRY AND MARKET DATA

    iv  

TRADEMARKS AND TRADE NAMES

    iv  

PRESENTATION OF FINANCIAL INFORMATION

    iv  

PROSPECTUS SUMMARY

    1  

RISK FACTORS

    30  

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

    76  

OUR ORGANIZATIONAL STRUCTURE

    79  

USE OF PROCEEDS

    84  

DIVIDEND POLICY

    85  

CAPITALIZATION

    86  

DILUTION

    87  

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

    89  

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

    91  

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    99  

BUSINESS

    118  

MANAGEMENT

    149  

EXECUTIVE COMPENSATION

    156  

DIRECTOR COMPENSATION

    165  

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

    166  

PRINCIPAL STOCKHOLDERS

    175  

DESCRIPTION OF CAPITAL STOCK

    177  

SHARES ELIGIBLE FOR FUTURE SALE

    184  

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR CLASS A COMMON STOCK

    186  

UNDERWRITING (CONFLICT OF INTEREST)

    190  

LEGAL MATTERS

    198  

EXPERTS

    198  

WHERE YOU CAN FIND ADDITIONAL INFORMATION

    198  

INDEX TO FINANCIAL STATEMENTS

    F-1  

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ABOUT THIS PROSPECTUS

        As used in this prospectus, unless the context otherwise indicates, any reference to "AmeriHome," "our Company," "the Company," "us," "we" and "our" refers, prior to the completion of the Transactions (as defined herein), to Aris Mortgage Holding Company, LLC, together with its consolidated subsidiaries (including AmeriHome Mortgage Company, LLC), and after the completion of the Transactions, including this offering, to AmeriHome, Inc., the issuer of the shares of Class A common stock offered hereby, together with its direct and indirect subsidiaries.

        Neither we nor the underwriters have authorized anyone to provide any information or make any representations other than the information contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares of Class A common stock offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. You should assume the information contained in this prospectus and any free writing prospectus we and the underwriters authorize to be delivered to you is accurate only as of their respective dates or the date or dates specified in those documents. Our business, financial condition, results of operations and prospects may have changed since those dates.

        For investors outside the United States: neither we nor any of the underwriters has done anything that would permit this offering or possession or distribution of this prospectus or the offer and sale of the shares of Class A common stock in any jurisdiction where action for that purpose is required, other than the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of Class A common stock and the distribution of this prospectus outside the United States.

        Unless otherwise indicated, all references in this prospectus to the number and percentages of shares of our common stock outstanding following the completion of this offering:

    reflects the initial public offering price of $            per share of Class A common stock, which is the midpoint of the estimated offering price range set forth on the cover of this prospectus;

    assumes no exercise of the underwriters' option to purchase up to an additional                shares of Class A common stock from us;

    Excludes any shares of Class A common stock issuable to senior management in connection with the settlement of awards granted under the Transaction Bonus Agreements described below under "Executive Compensation—Transaction Bonus Agreements;" and

    gives effect to the completion of the Transactions described below under "Our Organizational Structure."

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GLOSSARY

        As used in this prospectus, unless the context otherwise requires:

    "Adjusted After-Tax Net Income" means tax-effected earnings before limited partner related management expenses and stock-based compensation expense, and the tax effects of those adjustments. Adjusted After-Tax Net Income is a Non-GAAP financial measure. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures."

    "Adjusted After-Tax ROAE" means Adjusted After-Tax Net Income divided by our average equity value, accounting for the same adjustments as used to derive Adjusted After-Tax Net Income.

    "An Agency" or "Agencies" refers to the Government National Mortgage Association ("Ginnie Mae"), the Federal Housing Administration (the "FHA") or the Veterans Administration (the "VA"), the U.S. Department of Agriculture ("USDA"), or government-sponsored entities (each, a "GSE") such as the Federal National Mortgage Association ("Fannie Mae") or the Federal Home Loan Mortgage Corporation ("Freddie Mac").

    "Apollo" refers to Apollo Global Management, Inc.

    "Aris Holding" refers to Aris Mortgage Holding Company, LLC.

    "Aris Holding LLC Agreement" refers to the Second Amended and Restated Limited Liability Company Agreement of Aris Mortgage Holding Company, LLC.

    "Athene" refers to Athene Holding Ltd., and where applicable, includes its subsidiaries and funds withheld accounts and modified coinsurance accounts established by reinsurance counterparties of such subsidiaries for the purpose of maintaining assets supporting business ceded or retroceded to any such subsidiary.

    "Cenlar" refers to Cenlar FSB, our subservicer for approximately 99% of our portfolio of mortgage loans and MSRs.

    "Existing Equity Owners" refers to, collectively, limited partners of A-A Mortgage from whom we will acquire LLC Interests in Aris Holding with the net proceeds from this offering and in future exchanges under the Exchange Agreement.

    "IRLC" refers to interest rate lock commitments—agreements under which the interest rate and the maximum amount of the mortgage loan are set prior to funding the mortgage loan.

    "LHFS" refers to loans held for sale—mortgage loan originations intended to be sold in the secondary market.

    "LLC Interests" refers to the limited liability company interests of Aris Holding, including those that we purchase with the net proceeds from this offering.

    "MBS" refers to mortgage-backed securities—a type of asset-backed security that is secured by a group of mortgage loans.

    "MSRs" refers to mortgage servicing rights—the right and obligation to service a loan or pool of loans and to receive a servicing fee as well as certain ancillary income. MSRs may be bought and sold, resulting in the transfer of loan servicing obligations. MSRs are designated as such when the benefits of servicing the loans are expected to adequately compensate the servicer for performing the servicing.

    "Our controlling stockholder" or "A-A Mortgage" refers to A-A Mortgage Opportunities, L.P., our controlling stockholder and an affiliate of Apollo.

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    "subservicing" refers to the process of outsourcing the duties of the primary servicer to a third-party servicer. The third-party servicer performs the servicing responsibilities for a fee and is typically not responsible for making servicing advances, which are subsequently reimbursed by the primary servicer. The primary servicer is contractually liable to the owner of the loans for the activities of the subservicer.

    "Transactions" refer to the organizational transactions and this offering, and the application of the net proceeds therefrom, as described in "Our Organizational Structure."

    "UPB" refers to the unpaid principal balance of loans held for sale. UPB is used together with the servicing fees and ancillary incomes as a means of estimating the future revenue stream for a servicer.

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INDUSTRY AND MARKET DATA

        The data included elsewhere in this prospectus regarding the markets and industry in which we operate, including the size of certain markets and our position and the position of our competitors within these markets, are based on reports of government agencies, published industry sources and estimates based on our management's knowledge and experience in the markets in which we operate. Data regarding the industries in which we compete and our market position and market share within these industries are inherently imprecise and are subject to significant business, economic and competitive uncertainties beyond our control, but we believe that they generally indicate size, position and market share within these industries. Our own estimates have been based on information obtained from our trade and business organizations and other contacts in the markets in which we operate. We believe these estimates to be accurate as of the date of this prospectus. However, this information may prove to be inaccurate because of the method by which we obtained some of the data for the estimates or because this information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. Third-party industry and general publications, research, surveys and studies generally state that the information contained therein has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe that each of these studies and publications is reliable, neither we nor any of the underwriters have independently verified any of the data from third-party sources. As a result, you should be aware that market, ranking and other similar industry data included elsewhere in this prospectus, and estimates and beliefs based on that data, may not be reliable and are subject to change based on various factors, including those discussed under "Risk Factors" and "Special Note Regarding Forward-Looking Statements." Except as otherwise specified, such data is derived from Inside Mortgage Finance, Mortgage Bankers Association, Fannie Mae, the U.S. Federal Reserve and the Federal Reserve Bank of St. Louis.


TRADEMARKS AND TRADE NAMES

        We own or have rights to trademarks or trade names that we use in conjunction with the operation of our business. Our name, logo and registered domain names are our proprietary service marks or trademarks. Each trademark, trade name or service mark by any other company appearing in this prospectus belongs to its holder. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this prospectus are listed without the ©, ® and TM symbols, but we will assert, to the fullest extent under applicable law, our rights to these trademarks, service marks, trade names and copyrights.


PRESENTATION OF FINANCIAL INFORMATION

        Except as otherwise disclosed in this prospectus, the consolidated historical financial statements and summary and selected historical consolidated financial data and other financial information included elsewhere in this prospectus are those of Aris Holding, together with its consolidated subsidiaries, and have been prepared in U.S. dollars in accordance with generally accepted accounting principles in the United States of America ("GAAP"), except for the presentation of Adjusted After-Tax Net Income, a non-GAAP financial measure. This historical financial information does not give effect to the Transactions, including this offering.

        Except as noted in this prospectus, the unaudited pro forma financial information of AmeriHome, Inc. presented in this prospectus has been derived from the application of pro forma adjustments to the historical consolidated financial statements of Aris Holding and its subsidiaries included elsewhere in this prospectus. These pro forma adjustments give effect to the Transactions as described in "Our Organizational Structure," including the consummation of this offering, as if all such transactions had occurred on January 1, 2019 in the case of the unaudited pro forma consolidated statement of income data, and as of December 31, 2019 and June 30, 2020, as applicable, in the case of the unaudited pro forma consolidated balance sheet data. See "Unaudited Pro Forma Consolidated Financial Information" for a complete description of the adjustments and assumptions underlying the pro forma financial information included in this prospectus.

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PROSPECTUS SUMMARY

        This summary highlights selected information contained elsewhere in this prospectus and does not contain all of the information that you should consider before investing in our Class A common stock. You should read this entire prospectus carefully, including the matters discussed in the sections entitled "Risk Factors" beginning on page 30, "Management's Discussion and Analysis of Financial Condition and Results of Operations" beginning on page 99, and the consolidated financial statements and notes thereto and other financial information included elsewhere in this prospectus before making an investment decision. In this prospectus, we make certain forward-looking statements, including expectations relating to our future performance. These expectations reflect our management's view of our prospects and are subject to the risks described under "Risk Factors" and "Special Note Regarding Forward-Looking Statements." Our expectations of our future performance may change after the date of this prospectus and there is no guarantee that such expectations will prove to be accurate. In this prospectus, unless the context otherwise indicates, any reference to "AmeriHome," "our Company," "the Company," "us," "we" and "our" refers, prior to the consummation of the Transactions, including this offering, to Aris Mortgage Holding Company, LLC and its consolidated subsidiaries, and after the Transactions, to AmeriHome, Inc., the issuer of the shares of Class A common stock being offered hereby, together with its direct and indirect subsidiaries.


AmeriHome Overview

        We are a leading U.S. residential mortgage producer and servicer focused on driving profitable growth across market environments. We were founded in 2013 and designed to optimize operational and financial excellence, instilling a business strategy and culture we refer to as the "AmeriHome Way," as detailed below. We have created a flexible and scalable platform with a modern purpose-built infrastructure, advanced data and analytics capabilities, all leveraging our management team's collective experience to achieve what we believe is a highly efficient cost structure to target profitability in all market environments. This has led to strong growth and performance, evidenced by 21 consecutive quarters of profitability while growing our production volume 187.4% from 2015 to LTM Q2 2020, positioning us as the third largest correspondent producer.


The AmeriHome Way

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        Since our founding, we have grown steadily in our three different business segments: Correspondent, Consumer Direct and Servicing. We deliberately chose to enter these business segments based on a purchase origination orientation, ability to efficiently achieve scale, and the ongoing opportunities afforded by owning mortgage servicing rights all to achieve stability of earnings through varying economic cycles. Through our Correspondent channel, we primarily purchase and aggregate residential mortgages from trusted third-party originators, who we refer to as "correspondent sellers." Our Consumer Direct channel then originates mortgages directly with individual homeowners, primarily for refinancing opportunities with our existing servicing customers. Our Servicing segment allows us to retain the customer relationship from these originations while taking an asset management approach to achieve steady returns on the servicing.

        The AmeriHome Way underpins everything we do, resulting in a highly scalable business that generates attractive returns across market cycles. We believe AmeriHome can change what it means to be a leading mortgage company built on the durability of our value proposition to our correspondent sellers and individual borrowers, a rate-agnostic asset management strategy, and a risk management-driven culture. We believe this will drive profitability and growth across market environments allowing us to best serve our correspondent sellers, borrowers, employees and shareholders.

        Our partner-centric platform drives strong allegiance across a broad range of mortgage products and multiple production channels. We have client relationships with over 650 correspondent sellers, which include independent mortgage bankers, community and regional banks, and credit unions of all sizes. These relationships are supported by our value proposition of constant market presence, reliable pricing, and reduced execution times compared to competitors. This ultimately translates to better fulfillment timelines for our customers.

        We emphasize automation, process-improvement, and data-driven decision making across the origination lifecycle. We prioritize speed, continuity, and cost efficiency in order to continuously improve both our timelines and efficiency. This infrastructure allows us to automate our compliance and quality control functions. We believe our data management and analytics lead to better risk-reward evaluations in our Correspondent segment and more effective pursuit of new customer acquisition opportunities in our Consumer Direct segment.

        Our experienced and entrepreneurial team brings decades of experience from different organizations and platforms. They authored the AmeriHome Way to codify the principles which they saw driving a successful organization and team. Each tenet motivates the decisions we make every day, from how we treat our sellers and homeowners to how we manage risk across the organization.

        We have a track record of consistent, prudent and profitable growth, having expanded our production volume from $18.7 billion in 2015 to $53.7 billion for the twelve months ended June 30, 2020 and our servicing portfolio from $18.9 billion to $87.9 billion as of June 30, 2020.

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        The AmeriHome Way has enabled us to achieve stable and attractive return on equity and allowed our operating company to generate positive net income every month since achieving initial profitability in February 2015. For the twelve months ended December 31, 2019 and 2018 and the six months ended June 30, 2020, total net revenues were $418.7 million, $325.4 million and $442.0 million, respectively, and net income was $174.5 million, $105.0 million and $275.0 million, of which $71.1 million, $129.5 million and $39.9 million, respectively, consisted of net loan servicing revenue. Over the same time period, Adjusted After-Tax Net Income was $144.0 million, $89.3 million and $217.5 million, and Adjusted After-Tax ROAE was 17.7%, 12.4% and 44.2%, respectively. For a reconciliation of Adjusted After-Tax Net Income to its most comparable GAAP measure, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures."

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Our Business

Overview

        Our principal strategy is to source residential mortgage loans through multiple production channels and to sell the loans to third-party investors including the Agencies and others, or to securitize them, while generally retaining MSRs. We actively manage our MSR assets and act as master servicer, while outsourcing day-to-day operational servicing functions such as payment collection to subservicers.


AmeriHome Business Model Overview

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        Our business segments include two production channels and servicing:

    Production.    Our production business entails the sourcing of residential mortgage loans through two channels: Correspondent and Consumer Direct.

    Correspondent channel.    We primarily purchase and aggregate residential mortgages from trusted third-party originators, who we refer to as "correspondent sellers." Our Correspondent channel serves as a critical intermediary between mortgage lenders and the capital markets by purchasing, pooling, and reselling newly originated mortgage loans, and as a conduit for sourcing new MSRs at what we believe to be attractive returns.

    Consumer Direct channel.    We also originate and aggregate residential mortgages directly from consumers, allowing us to earn origination revenue and extend our MSR portfolio through targeted refinancings. We retain the existing customers in our current portfolio of MSRs by actively refinancing their loans, and also acquire new customers through lead generation activities.

    Servicing.    We retain the servicing rights to our produced loans, earning fees from such assets. We manage our servicing assets to maximize profitability using an asset management approach that entails (i) our active hedging strategy, (ii) opportunistic MSR asset sales, and (iii) outsourced subservicing. Our servicing segment generates cash that supports our production activity and provides liquidity. The value of MSRs tends to fluctuate counter-cyclically with our

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      production opportunities as interest rates change, so that most often there is a balancing interaction between servicing and production revenues, as one rises and the other falls.

      Subservicing.    Consistent with our focus on operating efficiency, we have elected to outsource subservicing to independent firms that conduct the daily activities of servicing our loans, on a fee basis. This allows us to achieve cost savings and to conserve capital that would otherwise be needed to support an internal operation. We actively oversee our MSR investments by ensuring that subservicers meet all investor guidelines and optimize customer service, while coordinating closely with our consumer direct business to defend our MSR portfolio from attrition as customers refinance when interest rates fall.

        We are an approved seller/servicer for Fannie Mae and Freddie Mac. We are also an approved issuer of securities guaranteed by Ginnie Mae, an FHA-approved lender and a lender/servicer for the VA and the USDA. We are licensed to originate loans in 46 states and the District of Columbia. We are able to purchase and service loans in 49 states and the District of Columbia. Our national presence allows us to build new relationships across the country, growing our scale, and helps to limit geographical concentration in our MSR portfolio.

Production

        Our mortgage production platform was designed to be scalable, low-cost and efficient, while minimizing risk. Our correspondent model and our disciplined strategy are designed to generate long-term outperformance versus the market. Our large network of correspondent sellers allows us to see a large percentage of the mortgage market. We had the opportunity to bid on 26% of the approximately $1.7 trillion of retail and wholesale mortgage loans originated in 2019. For the twelve months ended June 30, 2020, our production volume totaled approximately $54 billion. Our growing presence in the Consumer Direct channel is designed to enable us to earn attractive margins while defending our MSR portfolio from heightened prepayment rates in a low interest rate environment by identifying mortgage loans that are likely to prepay and offering to refinance them at current rates.

        Our growing presence in the Consumer Direct channel is designed to enable us to achieve attractive margins while maintaining the customer relationships we have fostered by owning MSRs. This retention or recapture of our portfolio has become increasingly important due to heightened prepayment rates in a low interest rate environment. We are able to retain an increasing share of our customers by identifying mortgage loans that are likely to prepay and offering to refinance them at current rates.

        Our production volume predominantly consists of purchase originations (i.e., mortgages originated to purchase a property), which positions us well for future growth. In 2019, 62.8% of our production volume was purchase production, which tends to be more stable from year to year than refinance production, which is more heavily dependent on interest rates. From the first quarter of 2017 through June 30, 2020, purchase production has comprised an average of 65% of our total volume. Purchase production volume has increased from $12.0 billion in 2015 to $28.0 billion in 2019 despite fluctuations in refinance volume, which has been driven by changes in interest rates. Our strong purchase platform and forecasted growth in purchase volumes should support expansion in our Correspondent channel.

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    Correspondent Channel

        In our Correspondent channel, we purchase residential mortgage loans from a network of independent mortgage originators. We have chosen to pursue growth primarily through the Correspondent channel, which we think provides the most efficient and scalable access to the approximately $700.0 billion mortgage market, serviced by approximately 5,000 sellers. According to Inside Mortgage Finance, AmeriHome was the third largest correspondent producer in the country, with a volume of approximately $27 billion and a market share of approximately 8% for the six months ended June 30, 2020, up from a volume of $1.9 billion and a market share of 0.5% in 2014, respectively. Our market share has grown approximately 28% since 2017. Our Correspondent channel primarily consists of loans that are originated, underwritten and funded by our correspondent sellers and subsequently sold to AmeriHome. The sellers make representations and warranties as to the quality of loan underwriting and compliance with applicable laws and lending regulations, and agree to buy back loans that fail to meet appropriate standards. Before purchasing loans from our correspondent sellers, we review loans for compliance, documentation and loan data to ensure accuracy and salability into the secondary market. We conduct extensive diligence on each correspondent seller prior to making any purchases of loans, and focus on a group of top-tier correspondent sellers with solid financial performance and long track records in the industry. Once we purchase the loans, they are on boarded to our servicing system and pooled and certified to the respective Agency or investor. Our correspondent production represented 96.5% of our mortgage volume for the six months ended June 30, 2020, compared to 98.2% for the six months ended June 30, 2019 and 97.7% for the year ended December 31, 2019, compared to 98.1% for the year ended December 31, 2018.

        We have a diversified correspondent base, with approximately 60% of our production acquired from sellers outside of the top 25. We offer our correspondent sellers a consistent bid for a full suite of Agency loan products along with flexible delivery options, including conventional, FHA, VA, and USDA loans. For the delegated underwriting option, the credit decision is made by our correspondent sellers, and the loans are purchased by AmeriHome only after a loan has been closed by the correspondent seller. These sellers make certain representations and warranties to AmeriHome as described above. For the non-delegated underwriting option, AmeriHome makes the credit decision for the seller, and then purchases the loan after the seller has closed it, subject to a reduced set of representations and warranties from the seller.

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        While the majority of our current correspondent production is acquired from sellers who use the delegated underwriting option, our non-delegated channel is growing. We believe our non-delegated production line of business, where our profits margins are typically higher than for delegated business, represents a significant opportunity for growth and we continue to focus on expanding it further by solidifying our existing relationships and acquiring new non-delegated sellers. Our production volume is highly diversified with 35% government and 65% conventional loans as of June 30, 2020.

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    Consumer Direct Channel

        Our Consumer Direct channel, which was launched in 2016, originates mortgages directly to an approximately $1.8 trillion homeowner market, ultimately selling the underlying mortgage and retaining the servicing rights. Currently, the majority of our consumer direct origination activity is refinancing our existing AmeriHome servicing customers. By proactively offering attractive refinancing terms to existing customers, we can minimize MSR portfolio attrition and build customer loyalty by improving their mortgage experience. These attractive refinance terms have also contributed to our Net Promoter Score of 78.

        We have a dedicated in-house sales and fulfillment team that drives our Consumer Direct channel, targeting further origination revenue at what we believe to be attractive cash margins. We have doubled our sales and fulfillment headcount since January 2018. Our direct access to real-time data to identify target customers who would benefit from a refinance makes the mortgage recapture process more efficient than acquiring new customers from outside of our portfolio. Our Consumer Direct channel represented 3.5% and 1.8% of our mortgage production volume for the six months ended June 30, 2020 and 2019, respectively, and 2.3% and 1.9% for the years ended December 31, 2019 and 2018, respectively. Production has increased 2.5x since January 2018. Pull through adjusted lock volume for this platform totaled $1.1 billion and $0.4 billion for the six months ended June 30, 2020 and 2019, respectively, and $1.1 billion and $0.8 billion for years ended December 31, 2019 and 2018, respectively.

        This Consumer Direct channel utilizes our call center and our origination websites to reach our approximately 400,000 existing servicing customers who may benefit from a new mortgage. Of these customers, approximately 66% would benefit from refinancing. Those existing relationships allow us to benefit from nominal incremental customer acquisition cost, as we save the vast majority of the advertising and marketing costs that would be associated with sourcing new customers. Over time, we

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have expanded our consumer direct platform to allow us to acquire customers whose loans we do not currently service, which represents a significant opportunity for the future growth for our originations business. We expect our funding volume and earnings to continue to improve over time as we build out this platform to facilitate the refinancing of our growing servicing portfolio and to fully enable the acquisition of new customers whose loans we do not currently service.

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        The chart below reflects the growth in our servicing portfolio, which we expect to continue to bolster our Consumer Direct channel:

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Servicing

        We service residential loans primarily for the GSEs (Fannie Mae and Freddie Mac) and Ginnie Mae, generally earning a contractual fee ranging from 25 to 56.5 basis points of outstanding unpaid principal balance, as well as ancillary income. Servicing mortgage loans involves the collection of principal and interest payments from customers, the administration of tax and insurance escrow accounts, and the collection of insurance claims, in each case on behalf of mortgage loan investors or

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mortgage loan guarantors, as well as the management of mortgage loans that are delinquent or in foreclosure or bankruptcy.

        We take an asset management approach to servicing. This includes (i) hedging and interest rate risk management, (ii) portfolio surveillance and active portfolio management and (iii) the use of a third-party subservicer, who is subject to our ongoing oversight. Our real-time data surveillance of our MSR portfolio allows us to create in-house models to use in conjunction with third-party models to predict loan prepayments and credit losses, and to simulate interest rate scenarios to estimate cash flows and valuation changes. We further enhance our total return through effective oversight of our subservicing activities, which we believe increases cash collections, and operational efficiencies.

        We outsource certain operational servicing functions to subservicers to better focus on key value-additive aspects of our servicing business, while avoiding the high fixed costs and capital requirements associated with operating a full servicing platform. In this way, we benefit from our subservicers' scale and efficiency, and achieve a more variable servicing cost structure. This allows us to consistently prioritize quality and value over volume. Our subservicing arrangements also reduce our operational risk, as our subservicers absorb the costs of any operational errors. Cenlar, a bank with decades of experience in managing mortgage loans, subservices approximately 99% our mortgage loans.

        As of June 30, 2020, we serviced approximately 400,000 customers with an aggregate UPB of approximately $87.9 billion. During the year ended December 31, 2019, we added $37.8 billion UPB of loans to our MSR portfolio, which contributed approximately 49.9% of our total UPB as of December 31, 2019. During the six months ended June 30, 2020, we added $23.2 billion UPB of loans to our MSR portfolio, which contributed approximately 26.9% of our total UPB as of June 30, 2020. Our MSR portfolio is highly diversified with 41% government and 59% conventional underlying loans as of June 30, 2020.

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Technology, Data and Analytics

        We have invested in our infrastructure and technology platform since inception to enable low-cost production and maximize operational efficiency. We have focused on data and analytics as the most critical and complex component of our foundation. We believe our proprietary systems are highly strategic, create competitive advantages and add significant value, including the ability to organize,

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understand, analyze, and audit large quantities of information quickly and efficiently. We have four key proprietary products that work in tandem to provide a stable and comprehensive data platform based on one consistent data source: Cronus (data management platform), Magnus (data warehouse), Aspen (loan pricing, hedging and pooling platform), and Nexus (daily profit-and-loss ("P&L") and hedge attribution platform). We created this proprietary technology ecosystem to ensure reporting consistency across business lines, run complex analyses in a flexible manner, and enable high levels of automation.

        We also choose to outsource technology platforms based on the availability of satisfactory products in the market and whether doing so is more capital efficient than building technology in-house. For example, we worked directly with Ellie Mae to facilitate the development of their latest generation correspondent loan origination system, thus securing a contract that provides us access to the industry-leading technology at an efficient cost compared to the industry.


Market Opportunity

    Large, Established and Growing Financial Market

        We operate in one of the largest financial markets in the world. According to the Mortgage Bankers Association, there was approximately $10.7 trillion of residential mortgage debt outstanding in the United States as of December 31, 2019. Despite its large size, our market continues to grow. For the year 2019, total mortgage production volume was $2.2 trillion, representing approximately 30% growth over the prior year. Moreover, the mortgage origination market has averaged $2.0 trillion in annual originations since 2000. As of August 2020, the mortgage rate environment has resulted in a significant portion of mortgages being "in-the-money" to refinance. Even when this healthy supply of production diminishes, additional macroeconomic factors, independent of the rate environment, are expected to contribute to a steady increase in purchase volume over time.

        Although overall market volume can fluctuate due to macroeconomic factors such as interest rates and refinancing activity, there has been a steady increase in purchase volume. Regardless of the interest rate environment, purchase volume growth is expected to continue given prevailing demographic trends. As an example, the average homeownership rate amongst millennials, the largest U.S. population group by generation, was only approximately 38% as of June 30, 2020 based on data from the U.S. Census Bureau. Based on historical figures provided by the Mortgage Bankers Association, purchase volume grew on a compound annual basis of 6.7% from 2009 to 2019. From 2020 to 2021, purchase volumes are expected to increase by 3.3% based on Fannie Mae forecasted estimates. We believe that we are especially well positioned to capitalize on the expected increase in purchase volume through our purchase-focused correspondent business, while our consumer direct platform will benefit from the overall growth in our servicing portfolio.

    Fragmentation of the Mortgage Industry

        Despite the size and attractive growth characteristics, the mortgage industry has become increasingly fragmented and diversified. Prior to the financial crisis, large retail U.S. banks traditionally held the majority of the market share in both mortgage originations and servicing. This trend reversed itself shortly after the global financial crisis, as heightened capital requirements and increased regulatory scrutiny precipitated a decrease in bank participation in the mortgage market and resulted in non-bank market participants seizing a significantly greater market share. The market share of mortgage originations produced by the top five banks (Wells Fargo, J.P. Morgan Chase, Bank of America, U.S. Bank, and Citi) declined from 60% for the year ended December 31, 2010 to 18% for the twelve month period ended June 30, 2020, according to Inside Mortgage Finance.

        Most mortgage transactions start off at the local level, where we believe relationships and advice matter more than brand or scale. A majority of these relationships are between small independent mortgage bankers, realtors, builders and borrowers. Unlike other consumer-facing industries, leaders in

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the mortgage market do not hold significant market share. Our Correspondent channel allows us to capitalize on this fragmentation, by bringing our scale, efficiency and capital markets access to our large, diverse network of independent correspondent sellers nationwide. We believe there will be ongoing opportunities for our market-leading platform to increase our market share.


Our Strengths

        We believe the following characteristics of our business position us as a leading producer and servicer of residential mortgages in the United States and will allow us to continue to capture market opportunities in the future:

    Track record of consistent and profitable growth

        A core tenet of the AmeriHome Way is to achieve substantial growth without sacrificing profitability. We have generated positive net income at our operating company every month since achieving initial profitability in February 2015. Since then, our production volume has expanded from $18.7 billion in 2015 to $44.4 billion in 2019 and our revenue has grown at a compounded annual growth rate of 45.6%, reaching $418.7 million for the year ended December 31, 2019. Through a focus on disciplined growth, our top-line results have translated into healthy profits, as net income and return on average equity increased from $29.0 million and 15.7% for the year ended December 31, 2015, to $174.5 million and 20.8% for the year ended December 31, 2019. Since the first quarter of 2016, our quarterly TTM return on average equity has been consistent, at an average of 18.1% despite the changes in interest rate and the macroeconomic environment.

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    We are a market-leading independent mortgage company with complementary business segments

        We are the third largest correspondent producer, having purchased over $43.0 billion of mortgage loans in 2019 through our active lending relationships across 47 states. As of June 30, 2020, we retained relationships with approximately 400,000 customers through our servicing portfolio. Our growing Consumer Direct channel allows us to extend the life of those relationships, as well as to add new customers to our platform. We believe our scale, and the operational efficiency that derives from it, is a sustainable competitive advantage for our business.

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        Our business pairs our targeted production strategy with an outsourced subservicing approach designed to minimize risk while maximizing profitability. We believe that the synergistic relationship between our Correspondent channel, Consumer Direct channel, and Servicing business that employs a subservicing strategy positions us to increase our scale without substantial expense growth, increasing our margins.

    Purpose-built, automated, and scalable platform drives low costs and margin expansion

        AmeriHome was built to avoid many of the risks and challenges faced by independent mortgage companies during the financial crisis, allowing us to thrive in any economic environment. Our management team's firsthand experience prior to AmeriHome with the limitations of legacy systems and the lack of adequate risk management has shaped our nimble, variable cost strategy that allows us to make business decisions that produce sustainable investment returns and avoid excessive overhead and undisciplined growth that leads to volatile results as market conditions change. We believe that our current platform can support production that is at least double our average volume in 2019. Specifically, we have prioritized our highly scalable Correspondent channel and the use of leading subservicers rather than building our own servicing infrastructure, while utilizing technology platforms that optimize flexibility and efficiency.

        Our investments in our custom-designed technology suite support our low-cost strategy and maximize efficiency. We have best-in-class turnaround times to quickly purchase loans from correspondent sellers, propelled by highly automated processes developed through our proprietary data and analytics platform. We are able to analyze and price over $6.0 billion worth of loans on a daily basis with a median time from bid submission to pricing of approximately 3 minutes.

        The targeted outsourcing of select functions leverages our partners' marginal cost advantages and provides us with optimal operational flexibility while minimizing capital deployment. These various factors combine to drive a low cost platform that will allow us to profitably operate in various market conditions. If margins were to contract, we would be well-positioned to absorb such contraction with a cost to produce that we believe is substantially lower than that of correspondent peers, demonstrating the tangible benefits of our systems. The correspondent business is more scalable than other mortgage origination channels that rely on maintaining a brick-and-mortar retail presence, have high advertising costs, or require higher costs to produce each loan, positioning us for further growth without proportional expansion of headcount or operational costs.

    Unique value proposition to support our continued success

        We have built a diversified business platform capable of providing high quality service to both our correspondent sellers and our servicing customers throughout the mortgage life cycle. Maintaining strong relationships with our network of correspondent lenders supports our purchase production business, while delivering a high-quality servicing experience to our customers throughout their period of homeownership allows for us to acquire their future business through our Consumer Direct channel. We strive to consistently deliver value to both constituencies to maintain our leading position in correspondent production while increasing our returns on the initial purchase of a correspondent mortgage through our consumer direct refinancing efforts.

        We maintain strong, long-term relationships with our network of over 650 correspondent sellers that are often augmented by longstanding relationships between our sellers and the AmeriHome team. Approximately 90% of our correspondents transact with us every quarter, which we believe is among

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the highest monthly participation rates in the industry. The loyalty of our partners demonstrates the strength of our relationships and the benefits of partnering with AmeriHome.

        Our main tenets to providing value to our correspondent sellers are:

    Speed:  Superior operational execution in paying sellers quickly for their mortgages reduces their need for increased borrowings and working capital constraints.

    Platform:  Integrated and client focused approach, which works to make the process of selling us loans simple and seamless.

    Products:  We are committed to purchasing a broad range of mortgage products that our correspondent sellers can offer to homeowners.

    Relationships:  We maintain relationships with correspondent sellers who value a long-term, mutually beneficial relationship with certainty of execution and reduced funding times compared to our competitors.

    Consistency:  We offer our correspondent sellers a consistent presence in the market and reliable pricing across our product lines.

    Our platform was designed to grow and thrive in any market environment

        We were built to succeed in any macroeconomic environment. We believe we are positioned to continue on a path of profitable growth regardless of prevailing market conditions, supported by our efficient operations, strong purchase-focused platform, emerging refinance and portfolio recapture strategy, servicing management and active management of MSRs. In highly competitive environments, our low cost model and selective purchase strategy allow us to maintain profitability despite margin decreases. In markets with less competition, our scalable platform and extensive correspondent network allow us to capture additional volume and expanded margins while maintaining our stringent quality controls.

        Our MSR portfolio and its associated revenue mitigate fluctuations in our production business, providing revenue diversification and recurring cash flows. Our strength in purchase originations should also support our production business in any market environment, while our developing consumer direct platform should allow us to increase refinance and portfolio recapture rates. For the six months ended June 30, 2020 and the year ended December 31, 2019, our purchase volume was $11.8 billion and $27.9 billion, respectively, and our refinance volume was $16.1 billion and $16.5 billion, respectively.

        Our platform is built to support future expansion in volume and product mix, allowing us to pivot efficiently should market conditions change. Our developing non-delegated channel will enhance our ability to react to the evolution of the mortgage and consumer finance markets.

    Experienced, cohesive management team

        Our senior management team has a compelling combination of financial, correspondent, secondary and risk management experience in both bank and non-bank mortgage lending environments. They have an average of 27 years of industry experience and a track record of generating financial and operational improvements. Many members of our senior management team have experience operating within larger, nationally regulated financial institutions. We have experienced zero turnover amongst our 11 founding employees, which serves as a testament to AmeriHome's strong team culture extending beyond the executive suite.

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    Our relationships with Athene and Apollo create attractive investment opportunities

        We believe our relationships with Athene, a leading retirement services company that issues, reinsures and acquires retirement savings products, and Apollo, a leading global alternative investment manager, position us to identify investment opportunities that are mutually beneficial. Athene and Apollo look to invest in a portfolio of asset origination platforms and investment teams across a variety of asset classes, of which we are one. These relationships also provide us with elevated access to market insight and investor interest in potential products or investment opportunities. As an asset originator, we are able to work collaboratively by both purchasing and investing with Athene and Apollo, and ultimately sell products that are mutually beneficial.

        We collaborate in evaluating and developing production opportunities to further strengthen our business. In the last four years, we have produced over $1.5 billion of assets for Athene and Apollo, including whole loans and securitizations and believe this ongoing relationship will continue to be a strategic advantage for AmeriHome. While not exclusive, we believe our strategic relationship creates significant competitive advantages. Specifically, we can coordinate on product development, which enables us to incubate and launch new products or channels with the knowledge that there exists an initial source of funding or investor appetite. As of June 30, 2020, Athene had consolidated investments of $163.0 billion, of which residential mortgage loan assets represented $4.7 billion, and Apollo had total assets under management of $413.6 billion, including $300.4 billion of credit and credit-oriented assets under management and $47.4 billion of deployable investment capital.


Our Strategy for Profitable Growth

        Our core business strategy involves generating attractive returns for our equity holders by producing mortgage loans through a low-cost platform and using gains from the sale of such mortgages to originate MSRs at attractive returns. Our objective is to further expand our leading positions in both residential mortgage production and servicing in the United States by growing our existing channels, opportunistically expanding into new channels and products and continuing to drive operational efficiencies.

    Continue expansion of correspondent business by leveraging our strengths and adding relationships

        We have grown our correspondent network from zero sellers in 2014 to over 650 as of June 30, 2020. Continuing to deliver on our strong value proposition will allow us to deepen our existing relationships while attracting additional high-quality loan sellers, expanding our Correspondent channel. Our current market share of correspondent production volumes for the twelve months ended June 30, 2020 is 6.7%, leaving ample room for significant expansion while maintaining price discipline and our high standards. Our scalable, low cost platform will allow us to achieve such growth in any market environment.

        We estimate that we see approximately 26% of all correspondent loans in the industry nationwide that are offered out for bid on a daily basis and win only approximately 10% of the loans on which we bid because of our strict pricing parameters and return hurdles. We have chosen to foster growth through adding high quality counterparties to our network instead of sacrificing price selectivity. We can drive further growth by increasing penetration within our existing network of sellers through continued consistent, efficient execution. Our fulfillment platform currently has capacity to support substantial additional volume without meaningful incremental costs.

        Maintaining a low cost infrastructure is critical to our growth strategy. It enables us to remain competitive in the sector during periods of contracting margins. We believe our efficient core infrastructure allows us to have a lower production cost per loan than almost all of our peers. Our average direct cost per loan of 21 basis points has decreased approximately 1.1% since 2018. Our low

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cost base positions us to expand this channel with minimal capital outlay or run-rate increase in expenses.

    Continued growth and investment in our Consumer Direct channel

        We continue to develop our Consumer Direct channel, launched in 2016, in order to grow our production revenue at attractive cash margins through recapture and new customer acquisition, as well as to defend our MSR portfolio from prepayment-related attrition. We aim to further advance our refinance strategy by capitalizing on our large and growing servicing customer base with low customer acquisition costs. Our significant investment in proprietary technology and data analytics allows us to efficiently identify customers who would benefit from a refinance. Sustained low interest rates will continue to drive heightened refinance activity that we aim to capture through efficient, real-time targeting of existing servicing customers. As we have continued to develop this channel to 2.3% of our 2019 production volume, its high profit margins have grown to contribute 15.8% of our net income.

        In the future, we anticipate that our continued expansion into new customer acquisition will drive further growth in consumer direct originations. Our proprietary technology suite will augment our efforts to attract new customers through an optimized and focused outreach strategy.

    Prudently manage growth in servicing

        As of June 30, 2020, we serviced approximately 400,000 customers with an aggregate UPB of approximately $87.9 billion. For the six months ended June 30, 2020, we added approximately $23.2 billion UPB of net loans to our MSR portfolio. We currently see opportunities to expand our servicing business through the growth of existing origination channels, as well as potentially exploring MSR acquisitions through bulk or other channels if offered on attractive terms.

        Our subservicing strategy and low overhead enable us to view our servicing business objectively. Because we do not bear the costs of a large servicing operation, we can actively manage our servicing assets to maximize profitability to our business and are willing to monetize MSRs. Since inception, we have opportunistically sold 34% of all of our originated MSRs, and have done so above carrying value. Our active hedging strategy allows us to lock in the initial MSR yield without bearing undue interest rate risk. Additionally, our operating servicing revenue has grown from $24.7 million for the year ended December 31, 2015 to $229.0 million for the year ended December 31, 2019.

    Opportunistically evaluate new products and channels

        The residential mortgage market is constantly evolving with technological innovation and changing investor appetite, creating demand for new products. We believe we can successfully expand upon the success of our existing channels, offer new products and target additional customers profitably and with acceptable levels of risk. In addition, our relationship with Athene and Apollo will allow us to evaluate and develop opportunities that may be mutually beneficial.

        Our flexible, scalable platform will allow us to pivot efficiently should market conditions change through our Consumer Direct and non-delegated Correspondent channels. Our relationships with our approximately 400,000 servicing customers provide direct access to a substantial addressable market to launch new products with minimal incremental costs. Our Consumer Direct channel allows us to originate loans with close to zero customer acquisition and marketing cost, which will support any future business or product additions.

        For example, our recent entrance into the non-delegated Correspondent channel provides the necessary framework for future expansion of our product suite to include additional mortgage-related and other consumer finance products. We believe our control of the underwriting process in

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non-delegated originations will lower the risk of launching new products, ensuring continued loan quality and high standards, even if we choose to expand into credit-sensitive products.

    Continue to optimize business by focusing on operational efficiencies

        As we continue to scale our business, it is imperative that we maintain the same operational discipline that has helped us minimize costs and produce successful returns over the years. We will continue to focus on maintaining what we believe to be a highly efficient cost structure through prudent operational management, utilization of our existing infrastructure, and investments in technology. This will make us more competitive in entering new products and markets, expanding our existing business in all margin and interest rate environments, and optimizing our return on capital in all interest rate environments.


Recent Developments

COVID-19 Pandemic

        The COVID-19 pandemic introduces unprecedented uncertainty in the economy, including the risk of a significant employment shock and recessionary conditions, with implications for the health and safety of our employees, borrower delinquency rates, servicing advances, origination volumes, the availability of financing, and our overall profitability and liquidity. There is also significant uncertainty related to the response of the federal, state and local governments as well as the Agencies and regulators such as the Federal Housing Finance Agency ("FHFA").

        In response to the COVID-19 pandemic, we quickly implemented a number of initiatives to ensure the safety of our employees. Since late March 2020, more than 90% of our employees have been working from home, and they are not participating in travel or face-to-face meetings that are non-essential. To date, there have not been a material number of COVID-19 illnesses reported for members of the AmeriHome workforce, nor has there been a material impact to the observed productivity of our workforce in the aggregate.

        We believe our business benefits from a strong financial profile that positions us well in the current environment. While the financial markets have demonstrated significant volatility due to the economic impacts of COVID-19, interest rates have fallen to historic lows, resulting in increased mortgage originations and favorable margins. Our flexible, scalable platform and technology-enabled infrastructure have enabled us to respond quickly to the increased market demand, resulting in record levels of purchase and origination volume for AmeriHome. However, the future extent and severity of economic impacts due to COVID-19 are as yet unknown and, as a result of these factors being outside our control, it is possible that our production volumes and margins may decrease in the future.

        As a result of increased volatility in the financial markets and a vastly accelerated rate of policy changes emanating from government agencies, regulators, investors and business counterparties as a result of the COVID-19 emergency, we have undertaken some notable steps to position our platform for continued success. We have:

    Materially increased our cash position;

    Reduced the holding period between the purchase and sale of loans, in particular those sold to the GSEs, thus minimizing exposure to loans electing to go into forbearance prior to sale and lowering the amount of working capital tied up in loan inventories;

    Begun negotiating for multiple new or increased lending facilities secured by servicing advances;

    Increased the minimum FICO score required for government insured loans we purchase; and

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    Made multiple adjustments to the terms offered and the relative pricing of various purchase commitment types, in order to optimize the mix of same and reduce our exposure to market and counterparty volatility.

        In response to COVID-19, on March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was signed into law, allowing borrowers affected by COVID-19 to request temporary loan forbearance for federally backed mortgage loans. As of August 31, 2020, approximately 29,291 AmeriHome loans were enrolled in forbearance plans, which represents approximately 7.2% of the loans in our total servicing portfolio.

        As a servicer, we are required to advance principal and interest to the investor for up to four months on GSE backed mortgages and longer on other government agency backed mortgages on behalf of borrowers who have entered a forbearance plan. We are able to utilize funds from prepayments and mortgage pay-offs from other borrowers to fund these principal and interest advances prior to remitting those funds to the agencies. To date, we have successfully utilized such prepayments and mortgage payoffs from other borrowers to fund principal and interest advances relating to forborne loans, and have not advanced material amounts of principal or interest associated with forbearances.

        However, these advance requirements could become significant at higher levels of forbearance, and our obligation to advance tax and insurance payments that borrowers miss may become significant over time as well. Regardless, we believe we are very well-positioned in terms of our liquidity. As of August 31, 2020, we had $508 million of unrestricted cash and $10 million in undrawn lines of credit. These amounts represent material excess liquidity relative to our financial covenants and relative to the Company's historical levels (for example, as of December 31, 2019 unrestricted cash totaled approximately $94 million). Additionally, in August 2020, we closed a new $100 million servicing advance facility, and we are in ongoing discussions with our lending partners around additional advance financing to further supplement our liquidity should the need arise.

        Although the forbearance activity noted above has not yet had a material impact on our cash flows, we expect servicing advances to grow over time and believe they could become material. Actual servicing advances will be driven by the number of borrowers entering into forbearance plans, the amount of time borrowers spend in the forbearance plans (most have the ability to extend forbearance plans for up to one year), and the level of successful resolution of forborne amounts at the end of forbearance periods, all of which will be impacted by the pace at which the economy recovers from the COVID-19 pandemic.

        Protecting our cash position and maintaining sufficient liquidity is a top priority. We maintain diversified liquidity sources to allow us to fund our loan origination business, manage our day-to-day operations and protect us against foreseeable market risks. Consistent with our standard financing and liquidity risk management practices, we typically maintain material excess financing capacity relative to our origination volumes. Therefore, in 2020 we did not require any increases in financing capacity to accommodate our increased origination volume. We will continue to evaluate and pursue additional loan funding capacity to fund our origination volumes as needed.


Summary Risks Associated with Our Business

        An investment in our common stock involves numerous risks described in "Risk Factors" and elsewhere in this prospectus. You should carefully consider these risks before making a decision to invest in our common stock. Key risks include, but are not limited to, the following:

    the spread of the COVID-19 outbreak and severe disruptions in the U.S. and global economy and financial markets it has caused;

    our reliance on borrowing facilities to fund mortgage loans and otherwise operate our business;

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    the requirement to repurchase mortgage loans or indemnify investors if we or our correspondent sellers breach representations and warranties;

    interest rate fluctuations that could decrease our results of operations;

    disruptions in the MBS, mortgage, real estate and financial markets;

    we operate in a highly regulated industry with continually changing federal, state and local laws and regulations;

    changes in Agency regulations or guidelines;

    the failure of our subservicers to effectively service our portfolio of MSRs;

    counterparty risk;

    competition for mortgage assets that may limit the availability of desirable originations and acquisitions;

    reduced disclosure requirements related to our status as an emerging growth company; and

    the other factors discussed under "Risk Factors" beginning on page 30.


Emerging Growth Company Status

        We are an "emerging growth company," as defined in the JOBS Act and are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies," including, but not limited to: (1) presenting only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced "Management's Discussion and Analysis of Financial Condition and Results of Operations" disclosure in this prospectus; (2) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002; (3) having reduced disclosure obligations regarding executive compensation in our periodic reports and proxy or information statements; being exempt from the requirements to hold a non-binding advisory vote on executive compensation or seek stockholder approval of any golden parachute payments not previously approved; and (4) not being required to adopt certain accounting standards until those standards would otherwise apply to private companies.

        Although we are still evaluating our options under the JOBS Act, we may take advantage of some or all of the reduced regulatory and reporting requirements that will be available to us so long as we qualify as an "emerging growth company" and thus the level of information we provide may be different than that of other public companies. If we do take advantage of any of these exemptions, some investors may find our securities less attractive, which could result in a less active trading market for our Class A common stock, and the price of our Class A common stock may be more volatile. As an "emerging growth company" under the JOBS Act, we are permitted to delay the adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. We are electing to take advantage of such extended transition period, and as a result, we will not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to take advantage of the extended transition period for complying with new or revised accounting standards is irrevocable.

        We could remain an "emerging growth company" until the earliest to occur of:

    the last day of the year following the fifth anniversary of this offering;

    the last day of the first year in which our annual gross revenues exceed an amount specified by regulation (currently $1.07 billion);

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    the day we are deemed to be a "large accelerated filer" as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), which would occur if the market value of our common stock held by non-affiliates exceeded $700.0 million as of the last business day of the second quarter of such year; and

    the date on which we have issued more than $1.0 billion in non-convertible debt securities during the preceding three-year period.


Summary of the Transactions

        AmeriHome, Inc., a Delaware corporation, was formed on August 6, 2020 and is the issuer of the Class A common stock offered by this prospectus. Prior to this offering and the Transactions, all of our business operations have been conducted through Aris Holding and its direct and indirect subsidiaries and the only owners of Aris Holding have been management and certain other employees and directors and A-A Mortgage.

        We will consummate the following organizational transactions in connection with this offering:

    we will amend and restate the existing limited liability company agreement of Aris Holding, to, among other things, (i) recapitalize all existing membership interests (including existing vested profit units and all unvested profit units) in Aris Holding into                         LLC Interests and (ii) appoint AmeriHome, Inc. as the sole managing member of Aris Holding;

    we will amend and restate AmeriHome, Inc.'s certificate of incorporation to, among other things, provide for Class A common stock and Class B common stock, with each share of our Class A common stock entitling its holders to one vote per share on all matters presented to our stockholders generally and each share of our Class B common stock entitling its holders to ten votes per share on all matters presented to our stockholders generally;

    we will issue            shares of our Class B common stock to A-A Mortgage, which shall be equal to the number of LLC Interests held by A-A Mortgage immediately following the Transactions;

    the holders of the             LLC Interests received in connection with the recapitalization of the existing profit units in Aris Holding will contribute all of such LLC Interests to AmeriHome, Inc. in exchange for            newly-issued shares of Class A common stock;

    A-A Mortgage will distribute                         LLC Interests to the Existing Equity Owners;

    we will issue            shares of our Class A common stock to the purchasers in this offering (or            shares if the underwriters exercise their option in full to purchase additional shares of Class A common stock) in exchange for net proceeds herefrom of approximately $            (or approximately $            if the underwriters exercise in full their option to purchase additional shares of Class A common stock), based upon an assumed initial public offering price of $            per share (which is the midpoint of the estimated price range set forth on the cover page of this prospectus), less the underwriting discounts and commissions and estimated offering expenses payable by us;

    we will use the net proceeds from this offering to purchase                LLC Interests from the Existing Equity Owners at a price per unit equal to the initial public offering price per share of Class A common stock in this offering less the underwriting discounts and commissions and estimated offering expenses payable by us;

    AmeriHome, Inc., Aris Holding and A-A Mortgage will enter into an exchange agreement (the "Exchange Agreement") under which A-A Mortgage (or certain permitted transferees thereof including the Existing Equity Owners) will have the right, subject to the terms of the Exchange Agreement, to exchange LLC Interests, together with a corresponding number of shares of

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      Class B common stock, for newly-issued shares of our Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends, reclassifications and other similar transactions, or, at our election (determined by a majority of the disinterested members of our board of directors or a committee of disinterested members of our board of directors), a cash payment;

    AmeriHome, Inc. and A-A Mortgage will enter into a tax receivable agreement (the "Tax Receivable Agreement") that will provide for the payment by us to A-A Mortgage (or certain permitted transferees thereof including the Existing Equity Owners) of 85% of the tax benefits, if any, that we are deemed to realize under certain circumstances as a result of (i) increases in tax basis resulting from exchanges or acquisitions of LLC Interests (including as part of the Transactions or under the Exchange Agreement) (ii) allocations that result from the application of the principles of Section 704(c) of the Internal Revenue Code of 1986, as amended (the "Code"), in respect of certain transactions described herein or future offerings that result in contributions to Aris Holding, and (iii) certain other tax benefits related to our entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement;

    AmeriHome, Inc., A-A Mortgage and certain limited partners of A-A Mortgage will enter into a registration rights agreement (the "Registration Rights Agreement"); and

    AmeriHome, Inc. and A-A Mortgage will enter into a stockholders agreement (the "Stockholders Agreement").

        We collectively refer to the foregoing organizational transactions as the "Transactions." For a description of the terms of the Exchange Agreement, Tax Receivable Agreement, Registration Rights Agreement and Stockholders Agreement, see "Certain Relationships and Related Party Transactions."

        Immediately following the consummation of the Transactions (including this offering):

    AmeriHome, Inc. will be a holding company and its principal asset will be the LLC Interests it purchases from the Existing Equity Owners;

    AmeriHome, Inc. will be the sole managing member of Aris Holding and will control the business and affairs of Aris Holding and its subsidiaries;

    AmeriHome, Inc. will own                         LLC Interests, representing approximately        % of the economic interest in the business of Aris Holding (or                         LLC Interests, representing approximately        % of the economic interest in the business of Aris Holding if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

    A-A Mortgage will own (i)                           LLC Interests, representing approximately        % of the economic interest in the business of Aris Holding (or                         LLC Interests, representing approximately        % of the economic interest in the business of Aris Holding if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and (ii)              shares of Class B common stock of AmeriHome, Inc., representing approximately         % of the combined voting power of all of AmeriHome, Inc.'s common stock (or             shares of Class B common stock, representing approximately        % of the combined voting power of all of AmeriHome, Inc.'s common stock if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

    Management and certain other employees and directors will own (i)              shares of Class A common stock of AmeriHome, Inc., representing approximately        % of the combined voting power of all of AmeriHome, Inc.'s common stock (or             shares of Class A common stock, representing approximately        % of the combined voting power of all of AmeriHome, Inc.'s

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      common stock if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and (ii) indirectly through AmeriHome, Inc.'s ownership of LLC Interests, approximately        % of the economic interest in the business of Aris Holding;

    The purchasers of shares of Class A common stock in this offering will own (i)              shares of Class A common stock of AmeriHome, Inc., representing approximately        % of the combined voting power of all of AmeriHome, Inc.'s common stock (or shares of Class A common stock, representing approximately        % of the combined voting power of all of AmeriHome, Inc.'s common stock if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and (ii) indirectly through AmeriHome, Inc.'s ownership of LLC Interests, approximately        % of the economic interest in the business of Aris Holding.

        As the sole managing member of Aris Holding, we will operate and control all of the business and affairs of Aris Holding and through Aris Holding and its direct and indirect subsidiaries, conduct our business. Following the Transactions, including this offering, we will have the majority economic interest in Aris Holding and will control the management of Aris Holding as its sole managing member. As a result, we will consolidate Aris Holding and record a significant non-controlling interest in a consolidated entity in our consolidated financial statements for the economic interest in Aris Holding held directly or indirectly by the Existing Equity Owners.

        Unless otherwise indicated, this prospectus assumes the shares of Class A common stock are offered at $            per share (the midpoint of the estimated price range set forth on the cover page of this prospectus), assumes no exercise of the underwriters' option to purchase up to an additional            shares of Class A common stock from us, excludes up to                                    shares of Class A common stock issuable to senior management in connection with the settlement of awards granted under the Transaction Bonus Agreements described more fully in "Executive Compensation—Transaction Bonus Agreements" and gives effect to the completion of the Transactions.

        The diagram below depicts our organizational structure after giving effect to the Transactions, including this offering, assuming no exercise by the underwriters of their option to purchase additional shares of Class A common stock.

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GRAPHIC


(1)
Excludes up to                 shares of Class A common stock that may be issuable to senior management in connection with the settlement of awards granted under the Transaction Bonus Agreements described more fully in "Executive Compensation—Transaction Bonus Agreements."

        For additional information regarding the Transactions, see "Our Organizational Structure."

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Corporate Information

        AmeriHome, Inc. is a private company incorporated under the laws of Delaware. In connection with the closing of this offering, AmeriHome, Inc. and Aris Holding will consummate the Transactions, as described in "Our Organizational Structure." As a result of the Transactions, AmeriHome, Inc. will be (i) a holding company, with its principal asset consisting of limited liability company interests of Aris Holding and (ii) the sole managing member of Aris Holding and will control the business and affairs of Aris Holding and its subsidiaries. See "Our Organizational Structure" included elsewhere in this prospectus.

        Our principal executive offices are located at 1 Baxter Way, Thousand Oaks, California 91362, and our telephone number is (888) 469-0810. Our Internet website address is www.amerihome.com, and the information contained on, or accessible from, or hyperlinked to, our website is not part of this prospectus by reference or otherwise.

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The Offering

Class A Common Stock Offered By Us

                        shares of our Class A common stock (or                shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock).

Underwriters' Option to Purchase Additional Shares of Class A Common Stock

        We have granted the underwriters a 30-day option to purchase up to                shares of Class A common stock from us at the initial public offering price less the underwriting discounts and commissions.

Class A Common Stock to be Outstanding After this Offering

                        shares of Class A common stock (                shares of Class A common stock if the underwriters exercise in full their option to purchase additional shares of Class A common stock).

Class B Common Stock to be Outstanding After this Offering

                        shares of Class B common stock (                shares of Class B common stock if the underwriters exercise in full their option to purchase additional shares of Class A common stock).

LLC Interests to be Held by Us Immediately After this Offering

                        LLC Interests (                LLC Interests if the underwriters exercise in full their option to purchase additional shares of Class A common stock).

LLC Interests to be Held by A-A Mortgage Immediately After this Offering

                        LLC Interests (                LLC Interests if the underwriters exercise in full their option to purchase additional shares of Class A common stock).

Ratio of Shares of Class A Common Stock to LLC Interests

        Our amended and restated certificate of incorporation and the Aris Holding LLC Agreement will require that we and Aris Holding at all times maintain a one-to-one ratio between the number of shares of Class A common stock issued by us and the number of LLC Interests owned by us, except as otherwise determined by us.

Ratio of Shares of Class B Common Stock to LLC Interests

        Our amended and restated certificate of incorporation and the Aris Holding LLC Agreement will require that we and Aris Holding at all times maintain a one-to-one ratio between the number of shares of Class B common stock owned by A-A Mortgage and its permitted transferees and the number of LLC Interests owned by A-A Mortgage and its permitted transferees, except as otherwise determined by us.

Permitted Holders of Shares of Class B Common Stock

        Only A-A Mortgage and its permitted transferees of Class B common stock as described in this prospectus will be permitted to hold shares of our Class B common stock. Shares of Class B common stock are exchangable for shares of Class A common stock only together with an equal number of LLC Interests. See "Certain Relationships and Related Party Transactions—Aris Holding LLC Agreement."

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Voting Rights

        Shares of each of the Class A and Class B common stock have equivalent rights to distributions from the Company. However, upon the consummation of this offering, the holders of our Class A common stock will be entitled to one vote per share of Class A common stock, and the holders of shares of our Class B common stock will be entitled to ten votes per share of Class B common stock. Upon the date on which the shares of Class B common stock held by A-A Mortgage and its permitted transferees represent less than 10% of our outstanding shares of common stock, each share of Class B common stock will entitle its holder to one vote per share of Class B common stock.

        Upon consummation of this offering, our board of directors will consist of directors. Under our Stockholders Agreement, A-A Mortgage has the right, but not the obligation, to nominate (a) a majority of our directors, as long as our controlling stockholder beneficially owns            % or more of the combined voting power of our outstanding common stock, (b)             % of our directors, as long as our controlling stockholder beneficially owns            % or more, but less than            % of the combined voting power of our outstanding common stock, (c)             % of our directors, as long as our controlling stockholder beneficially owns            % or more, but less than            % of the combined voting power of our outstanding common stock, (d)             % of our directors, as long as our controlling stockholder beneficially owns            % or more, but less than             % of the combined voting power of our outstanding common stock, (e)             % of our directors, as long as our controlling stockholder beneficially owns            % or more, but less than            % of the combined voting power of our outstanding common stock. See "Certain Relationships and Related Party Transactions—Stockholders Agreement."

        Pursuant to our certificate of incorporation, neither Apollo nor any of its affiliates is required to present corporate opportunities to us.

        Holders of shares of our Class A common stock and Class B common stock will vote together as a single class on all matters requiring approval by our common stockholders unless otherwise required by law.

        Upon the consummation of this offering, and assuming no exercise of the underwriters' option to purchase additional shares of Class A common stock, holders of shares of our Class A common stock will hold approximately        % of the combined voting power of our outstanding common stock and holders of shares of our Class B common stock will hold approximately        % of the combined voting power of our outstanding common stock.

        If the underwriters exercise in full their option to purchase an additional                                    shares of Class A common stock, holders of our Class A common stock will hold approximately        % of the combined voting power of our outstanding common stock and holders of our Class B common stock will hold approximately        % of the combined voting power of our outstanding common stock.

        For a description of the rights of the holders of our Class A common stock, see "Description of Capital Stock—Class A Common Stock."

Exchange Agreement

        We, Aris Holding and A-A Mortgage will enter into the Exchange Agreement substantially concurrently with the consummation of this offering under which A-A Mortgage (or certain permitted transferees thereof including the Existing Equity Owners) will have the right, subject to the terms of the Exchange Agreement, to exchange its LLC Interests, together with a corresponding number of shares of Class B common stock, for newly-issued shares of our Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends, reclassifications and other similar transactions, or, at our election (determined by a majority of the disinterested members of our board of directors or a committee of disinterested members of our board

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of directors), a cash payment. As a holder exchanges LLC Interests and Class B common stock for shares of Class A common stock, the number of LLC Interests held by AmeriHome Inc. will correspondingly increase as it acquires the exchanged LLC Interests, and a corresponding number of shares of Class B common stock are cancelled. In the event we elect to pay a holder cash in an exchange, we will cause Aris Holding to cancel the LLC Interests we acquire from such holder and the corresponding number of shares of Class B common stock we acquire will be cancelled by us. See "Certain Relationships and Related Party Transactions—Exchange Agreement."

Tax Receivable Agreement

        We will enter into a Tax Receivable Agreement with A-A Mortgage that will provide for the payment by us to A-A Mortgage (or certain permitted transferees thereof including the Existing Equity Owners) of 85% of the tax benefits, if any, that we are deemed to realize under certain circumstances as a result of (i) increases in tax basis resulting from exchanges or acquisitions of LLC Interests (including as part of the Transactions or under the Exchange Agreement), (ii) allocations that result from the application of the principles of Section 704(c) of the Code in respect of certain transactions described herein or future offerings that result in contributions to Aris Holding, and (iii) certain other tax benefits related to our entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. See "Certain Relationships and Related Party Transactions—Tax Receivable Agreement."

Use of Proceeds

        We estimate that the net proceeds to us from this offering will be approximately $            after deducting the underwriting discounts and commissions and our other estimated offering expenses (assuming an initial public offering price of $            per share, which is the mid-point of the estimated offering price range set forth on the cover page of this prospectus). If the underwriters exercise in full their option to purchase additional shares of Class A common stock from us, we estimate the net proceeds to us will be approximately $            .

        We intend to use the net proceeds from this offering to purchase                LLC Interests from the Existing Equity Owners at a price per unit equal to the initial public offering price per share of Class A common stock in this offering less the underwriting discounts and commissions and estimated offering expenses payable by us. For additional information, see "Use of Proceeds."

Listing

        We intend to apply to list our Class A common stock on the                under the symbol "            ."

Conflict of Interest

        Apollo Global Securities, LLC, an affiliate of Apollo, is an underwriter in this offering. Affiliates of Apollo beneficially own in excess of 10% of our issued and outstanding common stock. As a result, Apollo Global Securities, LLC is deemed to have a "conflict of interest" under FINRA Rule 5121, and this offering will be conducted in compliance with the requirements of Rule 5121. Pursuant to that rule, the appointment of a "qualified independent underwriter" is not required in connection with this offering as the members primarily responsible for managing the public offering do not have a conflict of interest, are not affiliates of any member that has a conflict of interest and meet the requirements of paragraph (f)(12)(E) of Rule 5121. Apollo Global Securities, LLC will not confirm sales of the securities to any account over which it exercises discretionary authority without the specific written approval of the account holder.

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Dividend Policy

        We currently intend to retain all of our earnings, and therefore, we do not anticipate paying any cash dividends on our Class A common stock in the foreseeable future following the consummation of this offering. Holders of our Class B common stock are not entitled to participate in any dividends declared by our board of directors. Any determination to declare and pay cash dividends will be at the discretion of our board of directors and will depend on, among other things, our financial condition, results of operations, cash requirements, liquidity, contractual restrictions, general business conditions and such other factors as our board of directors deems relevant. In addition, our existing indebtedness may restrict our ability to pay dividends. For additional information, see "Dividend Policy."

Controlled Company

        Following this offering, we will be a "controlled company" within the meaning of the corporate governance rules of the                . We intend to rely upon the "controlled company" exception relating to the board of directors and committee independence requirements under the listing rules of the             . Pursuant to this exception, we will be exempt from the rules that would otherwise require that our board of directors consist of a majority of independent directors and that our compensation committee and nominating and corporate governance committee be composed entirely of independent directors. See "Management—Controlled Company."

Registration Rights Agreement

        We intend to enter into the Registration Rights Agreement with A-A Mortgage and certain limited partners of A-A Mortgage. The Registration Rights Agreement will provide A-A Mortgage with certain demand registration rights, including shelf registration rights, in respect of any of our Class A common stock held by them (upon conversion of Class B common stock and LLC Interests held by them), subject to certain conditions. In addition, in the event that we register additional Class A common stock for sale to the public following the completion of this offering, we will be required to give notice to A-A Mortgage and certain limited partners of A-A Mortgage of our intention to effect such a registration, and, subject to certain limitations, include Class A common stock held by them (upon conversion of Class B common stock and LLC Interests held by them) in such registration.

Stockholders Agreement

        We intend to enter into the Stockholders Agreement with A-A Mortgage. The Stockholders Agreement will give our controlling stockholder the right to nominate a majority of our directors after the consummation of this offering as long as our controlling stockholder beneficially owns    % or more of the combined voting power of our outstanding common stock and shall specify how our controlling stockholder's nominations rights shall decrease as our our controlling stockholder's beneficial ownership of our common stock also decreases. See "Management—Board Composition." The Stockholders Agreement sets forth certain information rights granted to A-A Mortgage. It also specifies that we will not take certain significant actions specified therein without the prior consent of A-A Mortgage.

Common Stock Outstanding

        The number of shares of common stock to be outstanding after this offering excludes                shares of Class A common stock that will be available for future issuance under our equity incentive plan, which will become effective on the date of this prospectus.

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Summary Historical Financial and Operating Data

        The following table sets forth our predecessor Aris Mortgage Holding Company, LLC's summary historical financial and operating data as of the dates and for the periods indicated. The summary historical financial and operating data as of December 31, 2019 and 2018 and for the years ended December 31, 2019 and 2018 have been derived from our predecessor Aris Mortgage Holding Company, LLC's audited consolidated financial statements included elsewhere in this prospectus. The summary historical financial and operating data as of June 30, 2020 and 2019 and for the six months ended June 30, 2020 and 2019 have been derived from our predecessor Aris Mortgage Holding Company, LLC's unaudited consolidated financial statements included elsewhere in this prospectus. See "Presentation of Financial Information."

        The summary historical financial information is not necessarily indicative of the results that may be expected in any future period, and our results of operations for any interim period are not necessarily indicative of the results to be expected for the full year. The following summary historical financial and operating data should be read in conjunction with "Capitalization," "Selected Historical Consolidated Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and related notes appearing elsewhere in this prospectus. The following summary does not give effect to the Transactions.

Statement of Income Data

 
  Six months ended
June 30,
  Year ended
December 31,
 
 
  2020   2019   2019   2018  
 
  (unaudited)
  (audited)
 
 
  (Amounts in thousands)
 

Revenues

                         

Net gains on loans held for sale

  $ 339,027   $ 84,497   $ 229,239   $ 82,376  

Net loan servicing revenue

    39,858     74,138     71,052     129,453  

Loan acquisition and origination revenue

    40,664     31,238     71,783     60,159  

Other income

    12,871     24,729     37,546     53,804  

Net interest income (expense)

    9,615     3,707     9,090     (345 )

Total net revenues

    442,035     218,309     418,710     325,447  

Expenses

   
 
   
 
   
 
   
 
 

Compensation

    85,999     53,174     108,208     94,191  

Loan servicing

    37,294     26,141     60,103     58,748  

Loan acquisition and origination

    16,087     12,783     27,971     24,097  

Other expenses

    27,660     23,557     47,903     43,441  

Total expenses

    167,040     115,655     244,185     220,477  

Net income

  $ 274,995   $ 102,654   $ 174,525   $ 104,970  

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Balance Sheet Data

 
  June 30,   December 31,  
 
  2020   2019   2019   2018  
 
  (unaudited)
  (audited)
 
 
  (Amounts in thousands)
 

Assets

                         

Cash

  $ 501,374   $ 78,338   $ 93,581   $ 70,111  

Loans held for sale

    1,902,953     2,164,830     2,648,609     1,714,066  

Mortgage servicing rights

    736,657     747,168     893,193     754,940  

Servicing advances, net

    35,085     17,929     50,326     31,040  

Other assets

    897,680     392,373     525,524     298,934  

Total assets

  $ 4,073,749   $ 3,400,638   $ 4,211,233   $ 2,869,091  

Liabilities and member's equity

                         

Borrowings

  $ 2,119,229   $ 2,269,536   $ 2,856,742   $ 1,870,595  

Other liabilities

    790,204     313,281     464,757     211,472  

Total liabilities

    2,909,433     2,582,817     3,321,499     2,082,067  

Member's equity

    1,164,316     817,821     889,734     787,024  

Total liabilities and member's equity

  $ 4,073,749   $ 3,400,638   $ 4,211,233   $ 2,869,091  

Non-GAAP Financial Measures

 
  Six months ended
June 30,
  Year ended
December 31,
 
 
  2020   2019   2019   2018  
 
  (unaudited)
  (audited)
 
 
  (Amounts in thousands)
 

Non-GAAP financial measures

                         

Adjusted After-Tax Net Income(1)

  $ 217,544   $ 83,591   $ 143,977   $ 89,304  

(1)
We define "Adjusted After-Tax Net Income" as tax-effected earnings before limited partner related management expenses and stock-based compensation expense, and the tax effects of those adjustments. For a more specific and thorough discussion on Adjusted After-Tax Net Income, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures."

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RISK FACTORS

        Any investment in our Class A common stock involves a high degree of risk. You should carefully consider the risks described below and all of the information contained in this prospectus before deciding whether to invest in our Class A common stock. The risks and uncertainties described below are not the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also materially and adversely affect our business. If any of those risks actually occurs, our business, financial condition, cash flows, liquidity and results of operations would suffer. Consequently, the trading price of shares of our Class A common stock could decline and you could lose all or a portion of your investment. The risks discussed below also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements. See "Special Note Regarding Forward-Looking Statements" in this prospectus.

Risks Related to Our Business

General Business Risks

The current outbreak of the novel coronavirus ("COVID-19"), or the future outbreak of any other highly infectious or contagious diseases, has caused, and will continue to cause, disruption to our business, liquidity, financial condition and results of operations. Further, the spread of the COVID-19 outbreak has caused severe disruptions in the U.S. and global economy and financial markets and could potentially create widespread business continuity issues of an as yet unknown magnitude and duration.

        In December 2019, a novel strain of coronavirus (COVID-19) was reported to have surfaced in Wuhan, China. COVID-19 has since spread to over 100 countries, including every state in the United States. On March 11, 2020 the World Health Organization declared COVID-19 a pandemic, and on March 13, 2020 the United States declared a national emergency with respect to COVID-19.

        The outbreak of COVID-19 has severely impacted global economic activity and caused significant volatility and negative pressure in financial markets. The global impact of the outbreak has been rapidly evolving and many countries, including the United States, have reacted by instituting quarantines, mandating business and school closures and restricting travel. Many experts predict that the outbreak will trigger a period of global economic slowdown or a global recession. COVID-19 or another pandemic could have material and adverse effects on our ability to successfully operate due to, among other factors:

    a general decline in business activity;

    negatively impacting demand for our mortgage loan products, as well as borrowers' ability to fulfill their loan obligations leading to an increase in delinquency rates, which could have a significant impact on the value of our mortgage assets;

    the requirement for us to advance material amounts of cash for delinquent principal, interest, taxes, and insurance typically paid by borrowers, which may not be reimbursed for an extended period of time;

    the negative impact of incurring elevated subservicing fees, and the costs of preserving and liquidating defaulted properties, as a result of increased serious delinquencies and defaults;

    the destabilization of the real estate and mortgage markets, which could negatively impact fair value of our assets, reduce our loan production volume, reduce the profitability of servicing mortgages or adversely affect our ability to sell mortgage loans;

    difficulty accessing the capital markets on attractive terms, or at all, and a severe disruption and instability in the global financial markets, including the MBS market, or deteriorations in credit

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      and financing conditions which could affect our access to capital necessary to fund business operations or address maturing liabilities on a timely basis;

    difficulty of our subservicers to effectively service our portfolio of MSRs and mortgage loans, including collecting principal, interest and escrow account payments, with respect to mortgage loans;

    the inability to promptly foreclose on defaulted mortgage loans and liquidate the underlying real property due to the rapidly changing regulatory and administrative climate, including the suspension of foreclosures and evictions as mandated by governmental bodies;

    the potential negative impact on the health of our highly qualified personnel, in particular skilled managers, loan servicers, debt default specialists and underwriters, especially if a significant number of them are impacted; and

    a deterioration in our ability to ensure business continuity during a disruption.

        The rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact of COVID-19. Nevertheless, COVID-19 presents material uncertainty which has negatively impacted our business liquidity, financial condition and results of operations.

Our business relies on our borrowing facilities to fund mortgage loans and otherwise operate our business. If one or more of such facilities are terminated, we may be unable to find replacement financing at commercially favorable terms, or at all, which could be detrimental to our business.

        We currently fund substantially all of the MSRs and mortgage loans we close through borrowings under our borrowing facilities and with funds generated by our operations. Our borrowings are in turn generally repaid with the proceeds we receive from mortgage loan sales. We are currently, and may in the future continue to be, dependent upon a handful of lenders to provide the primary funding facilities for our loans. In the event that any of our loan funding facilities is terminated or is not renewed, or if the principal amount that may be drawn under our funding agreements that provide for immediate funding at closing were to significantly decrease, we may be unable to find replacement financing on commercially favorable terms, or at all, which could be detrimental to our business.

        Our ability to refinance existing debt and borrow additional funds is affected by a variety of factors, including:

    restrictive covenants and borrowing conditions in our existing or future borrowing facilities that may limit our ability to raise additional debt;

    a decline in the liquidity in the credit markets;

    prevailing interest rates;

    the financial strength of the lenders we borrow from;

    the decisions of lenders from whom we borrow to reduce their exposure to mortgage loans; and

    accounting changes that impact the calculations of covenants in our debt agreements.

        If we are unable to refinance our existing debt or borrow additional funds due to any of the foregoing or other factors, our ability to maintain or grow our business could be limited. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources."

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We may be required to repurchase mortgage loans or indemnify investors if we or our correspondent sellers breach representations and warranties.

        When we sell loans, we are required to make customary representations and warranties about such loans to the loan purchaser. If a mortgage loan does not comply with the representations and warranties that we made with respect to it at the time of its sale, we could be required to repurchase the loan, replace it with a substitute loan and/or indemnify secondary market purchasers for losses.

        As part of our correspondent production activities, we re-underwrite a percentage of the loans that we acquire, to ensure quality underwriting by our correspondent sellers, accurate third-party appraisals, and strict compliance with the representations and warranties that we require from our correspondent sellers and that are required from us by our investors. No assurance can be given that the re-underwriting of a sample population of loans will identify any and all underwriting and regulatory compliance issues related to such loans or to any of the other loans we acquire from correspondent sellers. In our retail origination activities, we underwrite each loan prior to funding and attempt to comply with applicable investor guidelines. However, no assurance can be given that such underwriting will result in all cases with loans that fully comply with such guidelines, and state or federal law.

        In the event of a breach of any representations or warranties we make to purchasers, insurers or investors, we believe, based on our experience, that in a majority of cases, for correspondent originated loans acquired using the "delegated underwriting" option, we will have recourse to the correspondent seller that sold the mortgage loans to us and breached similar or other representations and warranties. Although we believe we will have the right to seek a recovery of related repurchase losses from that correspondent seller, we cannot assure you that this will always be the case. For correspondent loans where we do the underwriting, referred to as the "non-delegated underwriting" option, our ability to seek a recovery of repurchase and other losses from correspondent sellers is more limited.

        In addition to the customary representations and warranties we make, the documents governing our securitized pools of loans and our contracts with certain purchasers of our whole loans contain additional provisions that require us to indemnify or repurchase the related loans under certain circumstances. While our contracts vary, they contain provisions that require us to repurchase loans if the borrower fails to make loan payments due to the purchaser on a timely basis in the first few months after we sell the loan. We have been and continue to be subject to repurchase claims from investors for various reasons, and will continue to be subject to such claims in the future. If we are required to indemnify or repurchase loans that we have sold or securitized, or will sell or securitize in the future, and this results in losses that exceed our reserve, such occurrence could have a material adverse effect on our business, financial condition and results of operations.

        Our residential mortgage loan sale agreements may require us to repurchase or substitute loans or indemnify the purchaser against future losses in the event we breach a representation or warranty given to the loan purchaser or in the event of an early payment default on a mortgage loan. In some cases, the recourse available to the purchaser or insurer of our mortgage loan may be broader than those available to us against the originator or correspondent seller from whom we purchased the loan. If that purchaser or insurer enforces its remedies against us, we may not have the contractual ability to enforce remedies against the seller of that loan. In other cases, the correspondent seller may be unable or unwilling to repurchase a loan for which we do have contractual recourse. Regardless, the repurchased loan typically can only be financed at a steep discount to its repurchase price, if at all, and can generally be sold only at a discount to the unpaid principal balance, which in some cases can be significant. Significant repurchase activity on retail originated loans or on correspondent loans without offsetting recourse to a counterparty that we purchased the loan from could materially and adversely affect our business, financial condition, liquidity and results of operations.

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We are subject to counterparty risk and may be unable to seek indemnity from, or require our correspondent counterparties or sellers to repurchase mortgage loans if they breach representations and warranties, which could cause us to suffer losses.

        When we purchase mortgage assets, our correspondent counterparty or seller typically makes customary representations and warranties to us about such assets. Our residential mortgage loan purchase agreements may entitle us to seek indemnity or demand repurchase or substitution of the loans in the event our counterparty breaches such a representation or warranty. However, there can be no assurance that our mortgage loan purchase agreements will contain appropriate representations and warranties, that we will be able to enforce our contractual right to demand repurchase or substitution, or that our counterparty will remain solvent or otherwise be willing and able to honor its obligations under our mortgage loan purchase agreements. Our inability to obtain indemnity or enforce repurchase obligations of counterparties and sellers for a significant number of loans could materially and adversely affect our business, financial condition, liquidity and results of operations.

We are required to make servicing advances that can be subject to delays in recovery or may not be recoverable in certain circumstances, which could adversely affect our business, financial condition, liquidity and results of operations.

        During any period in which a borrower is not making payments, we are required under most of our servicing agreements in respect of our loans to advance our own funds to pass through scheduled principal and interest payments to security holders of the MBS or whole loans into which the loans are sold, pay property taxes and insurance premiums, legal expenses and other protective advances. We also advance funds under these agreements to maintain, repair and market real estate properties on behalf of investors. In certain situations, our contractual obligations may require us to make advances for which we may not be reimbursed. If a mortgage loan serviced by us is in default or becomes delinquent, the repayment to us of the advance may be delayed until the mortgage loan is repaid or refinanced or a liquidation occurs. When a relatively young MSR portfolio such as ours ages, it is expected that the percentage of delinquent loans will typically increase and the amount of advances that are required and become outstanding in connection with such loans will increase in the aggregate. This increase in advances could have a material adverse effect on our business, financial condition, liquidity and results of operations.

        In response to COVID-19, on March 27, 2020, the CARES Act was signed into law, allowing borrowers affected by COVID-19 to request temporary loan forbearance for federally backed mortgage loans. Nevertheless, servicers of mortgage loans are contractually bound to advance monthly payments to investors, insurers and taxing authorities regardless of whether the borrower actually makes those payments. We expect, however, that such payments may continue to increase throughout the duration of the pandemic. While the GSEs recently issued guidance limiting the number of payments a servicer must advance in the case of a forbearance, we expect that a borrower who has experienced a loss of employment or a reduction of income may not repay the forborne payments at the end of the forbearance period. Additionally, we are prohibited from collecting certain servicing related fees, such as late fees, and initiating foreclosure proceedings. As of August 31, 2020, approximately 29,291 AmeriHome loans were enrolled in forbearance plans, which represents approximately 7.2% of the loans in our total servicing portfolio. We have so far successfully utilized other prepayments and mortgage payoffs to fund principal and interest advances relating to forborne loans, and have not advanced material amounts of principal or interest associated with forbearances. But, there is no assurance that we will be successful in doing so in the coming months and we will ultimately have to replace such funds to make payments in respect of such prepayments and mortgage payoffs. As a result, we may have to use our cash, including borrowings under our debt agreements, to make the payments required under our servicing operation.

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        In addition, multiple forbearance programs, moratoria of foreclosure and eviction and other requirements to assist borrowers enduring financial hardship due to COVID-19 are being issued by states, agencies and regulators. These measures could stay in place for an extended period of time. If we are unable to comply with, or face allegations that we are in breach of, applicable laws, regulations or other requirements, we may face regulatory action, including fines, penalties, and restrictions on our business. In addition, we could face litigation and reputational damage.

Competition for mortgage assets may limit the availability of desirable originations, acquisitions and result in reduced risk-adjusted returns and adversely affect our business, financial condition, liquidity and results of operations.

        We face substantial competition in originating and acquiring attractive assets, both in our loan origination activities and our correspondent production activities. The competition for mortgage loan assets may compress margins and reduce yields, making it difficult for us to acquire assets with attractive risk-adjusted returns. There can be no assurance that we will be able to successfully maintain returns, transition from assets producing lower returns into investments that produce better returns, or that we will not seek investments with greater risk to obtain the same level of returns. Any or all of these factors could cause the profitability of our operations to decline substantially and have a material adverse effect on our business, financial condition, liquidity and results of operations.

        In addition, the financial services industry is undergoing rapid technological changes, with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial and lending institutions to better serve clients and reduce costs. We may not be able to effectively implement new technology-driven products and services as quickly as competitors or be successful in marketing these products and services to our correspondent sellers and consumers. Failure to successfully keep pace with technological change affecting the financial services industry could harm our ability to attract clients and adversely affect our results of operations, financial condition and liquidity.

        Our profitability depends, in part, on our ability to continue to acquire our targeted mortgage assets at favorable prices. We compete with mortgage REITs, specialty finance companies, private funds, banks, mortgage bankers, insurance companies, mutual funds, institutional investors, investment banking firms, depository institutions, governmental bodies and other entities, many of which focus on acquiring mortgage assets. Many of our competitors also have competitive advantages over us, including size, financial strength, access to capital, cost of funds, federal pre-emption and higher risk tolerance. Competition may result in fewer acquisitions, higher prices, acceptance of greater risk, lower yields and a narrower spread of yields over our financing costs.

We may not be able to continue to grow our loan origination business or effectively manage significant increases in our loan production volume, both of which could negatively affect our reputation and business, financial condition and results of operations.

        Our mortgage loan origination business consists of providing purchase money loans to homebuyers and refinancing existing loans. The origination of purchase money mortgage loans is greatly influenced by traditional business clients in the home buying process such as realtors and builders. As a result, our ability to secure relationships with such traditional business clients will influence our ability to grow our loan origination business. Our loan origination business also operates through third-party mortgage professionals who do business with us on a best efforts basis, i.e., they are not contractually obligated to do business with us. Further, our competitors also have relationships with these brokers and actively compete with us in our efforts to expand our broker networks. Accordingly, we may not be successful in maintaining our existing relationships or expanding our broker networks. Our Correspondent and Consumer Direct channel are also subject to overall market factors that can impact our ability to grow our loan production volume. For example, increased competition from new and existing market

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participants, reductions in the overall level of refinancing activity or slow growth in the level of new home purchase activity can impact our ability to continue to grow our loan production volumes, and we may be forced to accept lower margins in our respective businesses in order to continue to compete and keep our volume of activity consistent with past or projected levels. If we are unable to continue to grow our loan origination business, this could adversely affect our business, financial condition and results of operation.

        On the other hand, we may experience significant growth in our mortgage loan volume and MSRs. If we do not effectively manage our growth, the quality of our services could suffer, which could negatively affect our reputation and business, financial condition and results of operations.

The industry in which we operate is highly competitive, and is likely to become more competitive, which could adversely affect us.

        We operate in a highly competitive industry that could become even more competitive as a result of economic, legislative, regulatory and technological changes. Non-banks of various sizes and types are becoming increasingly competitive in the acquisition of newly originated mortgage loans and servicing rights. Many banks and large savings institutions have significantly greater resources or access to capital than we do, as well as a lower cost of funds. Additionally, some of our existing and potential competitors may decide to modify their business models to compete more directly with our correspondent production business. For example, non-bank loan servicers may try to leverage their servicing operations to develop or expand a correspondent production business. Since the withdrawal of a number of large participants from the mortgage markets following the financial crisis in 2007, non-bank participants have become more active in these markets. As more non-bank entities enter these markets, or if more of the large commercial banks decide to get aggressive in the mortgage space once again, our correspondent production activities may generate lower volumes and/or margins. Accordingly, our inability to compete successfully or a material decrease in profit margins resulting from increased competition could adversely affect our business, financial condition, liquidity and results of operations.

We depend on our ability to acquire loans and sell the resulting MBS in the secondary markets on favorable terms in our production activities. If our ability is to acquire and sell is impaired, this could subject us to increased risk of loss.

        In our production activities, we acquire newly originated loans, including jumbo loans, from mortgage lenders and sell or securitize those loans to or through the Agencies or other third-party investors. We also sell the resulting securities into the MBS markets. However, there can be no assurance that we will continue to be successful in operating this business or that we will continue to be able to capitalize on these opportunities on favorable terms or at all. In particular, we have committed, and expect to continue to commit, capital and other resources to this operation. However, we may not be able to continue to source sufficient loan acquisition opportunities to justify the expenditure of such capital and other resources. In the event that we are unable to continue to source sufficient opportunities for this operation, there can be no assurance that we would be able to acquire such assets on favorable terms or at all, or that such loans, if acquired, would be profitable to us. In addition, we may be unable to finance the acquisition of these loans or may be unable to sell the resulting MBS in the secondary mortgage market on favorable terms or at all. We are also subject to the risk that the fair value of the acquired loans may decrease prior to their disposition either due to changes in market conditions, the delinquencies of our mortgage loans or a change in the condition of the underlying mortgage property. The occurrence of any one or more of these risks could adversely impact our business, financial condition, liquidity and results of operations.

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The success and growth of our production and servicing activities will depend, in part, upon our ability to adapt to and implement technological changes.

        The production process and our servicing platform are becoming more dependent upon technological advancement and depends, in part, upon our ability to effectively interface with our mortgage lenders and other third parties. Maintaining, improving and becoming proficient with new technology may require us to make significant capital expenditures. To the extent we are dependent on any particular technology or technological solution, we may be harmed if such technology or technological solution becomes non-compliant with existing industry standards, fails to meet or exceed the capabilities of our competitors' equivalent technologies or technological solutions, becomes increasingly expensive to service, retain and update, becomes subject to third-party claims of intellectual property infringement, misappropriation or other violation, or malfunctions or functions in a way we did not anticipate that results in loan defects potentially requiring repurchase.

        We also rely on third-party software products and services to operate our business. If our current software vendors become unable to continue providing services to us on acceptable terms, we may not be able to procure alternatives in a timely and efficient manner and on acceptable terms, or at all.

        Additionally, new technologies and technological solutions are continually being released. We need to continue to develop and invest in our technological capabilities to remain competitive and our failure to do so could adversely affect our business, financial condition, liquidity and results of operations.

        There is no assurance that we will be able to successfully adopt new technology as critical systems and applications become obsolete and better ones become available. Additionally, if we fail to respond to technological developments in a cost-effective manner, or fail to acquire, integrate or interface with third-party technologies effectively, we may experience disruptions in our operations, lose market share or incur substantial costs.

Our risk management efforts may not be effective.

        We could incur substantial losses and our business operations could be disrupted if we are unable to effectively identify, manage, monitor, and mitigate financial risks, such as credit risk, interest rate risk, prepayment risk, liquidity risk and other market-related risks, as well as operational, tax and legal risks related to our business, assets and liabilities. We also are subject to various federal, state and local laws, regulations and rules that are not industry specific, including health and safety laws, environmental laws and other federal, state and local laws and other regulations and rules in the jurisdictions in which we operate. Our risk management policies, procedures and techniques may not be sufficient to identify all of the risks to which we are exposed, mitigate the risks we have identified or identify additional risks to which we may become subject in the future. Expansion of our business activities may also result in our being exposed to risks to which we have not previously been exposed or may increase our exposure to certain types of risks including risks related to our hedging transactions and strategy, as well as access to cash reserves, and we may not effectively identify, manage, monitor and mitigate these risks as our business activity changes or increases.

We could be harmed by misconduct or fraud that is difficult to detect.

        We are exposed to risks relating to fraud and misconduct by our employees, contractors, subservicers, custodians, correspondent lenders, or other third parties with whom we have relationships. For example, employees could execute unauthorized transactions, use our assets improperly or without authorization, use confidential information for improper purposes or misreport or otherwise try to hide improper activities from us. This type of misconduct can be difficult to detect and if not prevented or detected could result in claims or enforcement actions against us or losses. In addition, such persons or entities may misrepresent facts about a mortgage loan, including the information contained in the loan

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application, property appraisal, title information and employment and income stated on the loan application. If any of this information was intentionally or negligently misrepresented and such misrepresentation was not detected prior to the acquisition or funding of the loan, the value of the loan could be significantly lower than expected. A mortgage loan subject to a material misrepresentation is typically unsalable or subject to repurchase if it is sold before detection of the misrepresentation. In addition, the persons and entities making a misrepresentation are often difficult to locate and it is often difficult to collect from them any monetary losses we have suffered. Our controls may not be completely effective in detecting this type of activity. Accordingly, such undetected instances of fraud may subject us to losses or regulatory sanctions, litigation, losses including those under our indemnification arrangements and seriously harm our reputation.

If we fail to maintain an effective system of internal controls, we may not be able to accurately determine our financial results or prevent fraud.

        Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. We may in the future discover areas of our internal controls that need improvement. We cannot assure you that we will be successful in maintaining adequate control over our financial reporting and financial processes. Furthermore, as we continue to grow our business, our internal controls will become more complex, and we will require significantly more resources to ensure our internal controls remain effective. If we or our independent auditors discover a material weakness, the disclosure of that fact, even if quickly remedied, could result in a default and cross-defaults under our financing arrangements.

        There is the risk that material weaknesses could be identified in the future and although we have been successful at remediating material weaknesses in the past, a risk exists that we may not successfully remediate future material weaknesses. Accordingly, our failure to maintain effective internal control over their business could result in financial risk and losses that would be reflected in our financial statements or otherwise have a material adverse effect on our business, financial condition, liquidity and results of operations.

Our business could suffer if we fail to attract and retain a highly skilled workforce, including our senior executives.

        Our future success will depend on our ability to identify, hire, develop, motivate and retain highly qualified personnel for all areas of our organization, in particular skilled managers, loan servicers, debt default specialists, loan officers and underwriters. Trained and experienced personnel are in high demand and may be in short supply in some areas. Many of the companies with which we compete for experienced employees have greater resources than we have and may be able to offer more attractive terms of employment. In addition, we invest significant time and expense in training our employees, which increases their value to competitors who may seek to recruit them. We may not be able to attract, develop and maintain an adequate skilled workforce necessary to operate our businesses, and labor expenses may increase as a result of a shortage in the supply of qualified personnel. If we are unable to attract and retain such personnel, we may not be able to take advantage of acquisitions and other growth opportunities that may be presented to us, and this could materially affect our business, financial condition and results of operations.

        The experience of our senior executives is a valuable asset to us. Our management team has significant experience in the residential mortgage origination and servicing industry. Changes to our senior executive team may occur, which could have an adverse effect on our business, financial condition and results of operations. We do not maintain and do not currently plan to obtain key life insurance policies on any of our senior managers.

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Cybersecurity risks, cyber incidents and technology failures may adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential information, and/or damage to our business relationships, all of which could negatively impact our business.

        A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity or availability of our information resources. These incidents may be an intentional attack or an unintentional event and could involve a bad actor gaining unauthorized access to our information systems for purposes of theft of certain personally identifiable information of consumers, misappropriating assets, stealing confidential information, corrupting data or causing operational disruption. The result of these incidents may include disrupted operations, misstated or unreliable financial data, liability for stolen assets or information, increased cybersecurity protection and insurance costs, litigation and harm to our reputation.

        As our reliance on rapidly changing technology has increased, so have the risks posed to our information systems, both internal and those provided to us by third-party service providers. System disruptions and failures caused by fire, power loss, telecommunications outages, unauthorized intrusion, computer viruses and disabling devices, natural disasters and other similar events may interrupt or delay our ability to provide services to our customers.

        Despite our efforts to ensure the integrity of our systems, our investment in significant physical and technological security measures, employee training, contractual precautions and business continuity plans, duplicated data repository and cloud based sites, and our implementation of policies and procedures designed to help mitigate cybersecurity risks and cyber intrusions, there can be no assurance that any such cyber intrusions will not occur or, if they do occur, that they will be adequately addressed. We also may not be able to anticipate or implement effective preventive measures against all security breaches, especially because the methods of attack change frequently or are not recognized until launched, and because security attacks can originate from a wide variety of sources, including third parties such as persons involved with organized crime or associated with external service providers. We are also held accountable for the actions and inactions of third-party vendors regarding cybersecurity and other consumer-related matters which may not be covered by indemnification arrangements with our third-party vendors.

        Any of the foregoing events could result in violations of applicable privacy and other laws, financial loss to us or to our customers, loss of confidence in our security measures, customer dissatisfaction, additional regulatory scrutiny, significant litigation exposure and harm to our reputation, any of which could have a material adverse effect on our business, financial condition, liquidity and results of operations.

Technology failures or terrorist attacks could damage our business operations and increase our costs, which could adversely affect our business, financial condition and results of operations.

        The financial services industry as a whole is characterized by rapidly changing technologies. System disruptions and failures caused by fire, power loss, telecommunications failures, unauthorized intrusion, computer viruses and disabling devices, natural disasters and other similar events may interrupt or delay our ability to provide services to our borrowers and other business partners. Security breaches, acts of vandalism and developments in computer capabilities could result in a compromise or breach of the technology that we use to protect our information, our borrowers' personal information and transaction data. Despite our efforts to ensure the integrity of our systems, it is possible that we may not be able to anticipate or implement effective preventive measures against all security breaches, especially because the techniques used change frequently or are not recognized until launched, and because security attacks can originate from a wide variety of sources, including third parties such as persons involved with organized crime or associated with external service providers. Those parties may also attempt to fraudulently induce employees, customers or other users of our systems to disclose

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sensitive information in order to gain access to our data or that of our correspondent sellers or borrowers. These risks may increase in the future as we continue to increase our reliance on the internet and use of web-based product offerings and on the use of cybersecurity.

        A successful penetration or circumvention of the security of our systems or a defect in the integrity of our systems or cybersecurity could cause serious negative consequences for our business, including significant disruption of our operations, misappropriation of our confidential information or that of our customers, or damage to our computers or operating systems and to those of our customers and counterparties. Any of the foregoing events could result in violations of applicable privacy and other laws, financial loss to us or to our customers, loss of confidence in our security measures, customer dissatisfaction, significant litigation exposure and harm to our reputation, all of which could adversely affect our business, financial condition and results of operations.

        In addition, previous terrorist attacks have disrupted the U.S. financial markets, including the real estate capital markets, and negatively impacted the U.S. economy in general. Any future terrorist attacks, the anticipation of any such attacks, the consequences of any military or other response by the United States and its allies, and other armed conflicts could cause consumer confidence and spending to decrease or result in increased volatility in the United States and worldwide financial markets and economy. The economic impact of these events could also adversely affect the credit quality of some of our loans and investments and the properties underlying our interests.

        We may suffer losses as a result of the adverse impact of any future attacks and these losses may adversely impact our performance. A prolonged economic slowdown, recession or declining real estate values could impair the performance of our investments and harm our financial condition and results of operations, increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. We cannot predict the severity of the effect that potential future armed conflicts and terrorist attacks would have on us. Losses resulting from these types of events may not be fully insurable.

Our vendor relationships subject us to a variety of risks.

        We have significant vendors that, among other things, provide us with financial, technology and other services to support our mortgage loan servicing and origination businesses. With respect to our subservicing vendors engaged to perform activities required by servicing criteria, we have elected to take responsibility for assessing compliance with the applicable servicing criteria for the applicable vendor and are required to have procedures in place to provide reasonable assurance that the vendor's activities comply with servicing criteria applicable to the vendor, including but not limited to, monitoring compliance with our predetermined policies and procedures and monitoring the status of payment processing operations. If our current vendors were to stop providing services to us on acceptable terms, including as a result of one or more vendor bankruptcies due to poor economic conditions or other events, we may be unable to procure alternatives from other vendors in a timely and efficient manner and on acceptable terms, or at all. Further, we may incur significant costs to resolve any such disruptions in service and this could adversely affect our business, financial condition and results of operations. Additionally, in April 2012 the CFPB issued Bulletin 2012-03, as amended in 2016 by bulletin 2016-02, which states that supervised banks and non-banks could be held liable for actions of their service providers. As a result, we could be exposed to liability, CFPB enforcement actions or other administrative actions and/or penalties if the vendors with whom we do business violate consumer protection laws.

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Our failure to deal appropriately with various issues that may give rise to reputational risk, including legal and regulatory requirements, could cause harm to our business and adversely affect our business and financial condition and may negatively impact our reputation.

        Maintaining our reputation is critical to attracting and retaining customers, trading counterparties, investors and employees. If we fail to deal with, or appear to fail to deal with, various issues that may give rise to reputational risk, we could significantly harm our business. Reputational risk could negatively affect our financial condition and business, strain our working relationships with regulators and government agencies, expose us to litigation and regulatory action, impact our ability to attract and retain customers, trading counterparties, investors and employees and adversely affect our business, financial condition, liquidity and results of operations.

        Reputational risk from negative public opinion is inherent in our business and can result from a number of factors. Negative public opinion can result from our actual or alleged conduct in any number of activities, including lending and debt collection practices, corporate governance, and actions taken by government regulators and community organizations in response to those activities. Negative public opinion can also result from social media and media coverage, whether accurate or not. These factors could tarnish or otherwise strain our working relationships with regulators and government agencies, expose us to litigation and regulatory action, negatively affect our ability to attract and retain customers, trading and financing counterparties and employees and adversely affect our business, financial condition, liquidity and results of operations.

We may not be able to successfully operate our business or generate sufficient operating cash flows to pay our operating expenses and maintain our net worth.

        There can be no assurance that we will be able to generate sufficient cash to pay our operating expenses. Our financial condition and results of operations depend on many factors subject to uncertainty, including: the availability of attractive risk-adjusted loan acquisition opportunities that satisfy our strategies; our success in identifying and consummating such acquisitions on favorable terms; the level and expected movement of home prices; the level and volatility of interest rates; readily accessible short-term and long-term financing on favorable terms; and conditions in the financial markets, real estate market and the economy.

Initiating new business activities or strategies or significantly expanding existing business activities or strategies may expose us to new risks and will increase our cost of doing business.

        Initiating new business activities or strategies or significantly expanding existing business activities or strategies may expose us to new or increased financial, regulatory, reputational and other risks. Such innovations are important and necessary ways to grow our businesses and respond to changing circumstances in our industry; however, we cannot be certain that we will be able to manage the associated risks and compliance requirements effectively. Such risks include a lack of experienced management-level personnel, increased administrative burden, increased logistical problems common to large, expansive operations, increased credit and liquidity risk and increased regulatory scrutiny.

        Furthermore, our efforts may not succeed and any revenues we earn from any new or expanded business initiative or strategy may not be sufficient to offset the initial and ongoing costs of that initiative, which would result in a loss with respect to that initiative, strategy or acquisition.

Changes in tax laws may adversely affect us.

        The Tax Cuts and Jobs Act (the "TCJA"), enacted on December 22, 2017, significantly affected U.S. federal tax law, including by changing how the U.S. imposes tax on certain types of income of corporations and by reducing the U.S. federal corporate income tax rate to 21%. It also imposed new

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limitations on a number of tax benefits, including deductions for business interest, use of net operating loss carry forwards, taxation of foreign income, and the foreign tax credit, among others.

        It also imposed new limitations on deductions for mortgage interest, which may affect the demand for loans which we acquire and service. The CARES Act, enacted on March 27, 2020, in response to the COVID-19 pandemic, further altered U.S. federal tax law, including in respect of certain changes that were made by the TCJA, generally on a temporary basis. There can be no assurance that future tax law changes will not increase the rate of the corporate income tax significantly, impose new limitations on deductions, credits or other tax benefits, or make other changes that may adversely affect our business, cash flows or financial performance. In addition, the Internal Revenue Service (the "IRS") has yet to issue guidance on a number of important issues regarding the changes made by the TCJA and the CARES Act.

We are a holding company and our principal asset after completion of this offering will be our LLC Interests in Aris Holding, and accordingly we will be dependent upon distributions from Aris Holding to pay taxes and other expenses.

        We are a holding company and, upon completion of the Transactions, including this offering, our principal asset will be our ownership of Aris Holding. See "Our Organizational Structure." We had no operations prior to this offering and have no independent means of generating revenue. As the sole managing member of Aris Holding, we intend to cause Aris Holding to make distributions to us in amounts sufficient to cover the taxes on our allocable share of the taxable income of Aris Holding, all applicable taxes payable by us, any payments we are obligated to make under the Tax Receivable Agreement and other costs or expenses. Distributions will generally be made on a pro rata basis between us and A-A Mortgage. However, certain laws and regulations may result in restrictions on Aris Holding's ability to make distributions to us or the ability of Aris Holding's subsidiaries to make distributions to it.

        To the extent that we need funds and Aris Holding or its subsidiaries are restricted from making such distributions, we may not be able to obtain such funds on terms acceptable to us or at all and as a result could suffer an adverse effect on our liquidity and financial condition.

In certain circumstances, Aris Holding will be required to make distributions to us and A-A Mortgage and the distributions that Aris Holding will be required to make may be substantial and in excess of our tax liabilities and obligations under the Tax Receivable Agreement.

        Aris Holding will be treated as a partnership for U.S. federal income tax purposes and, as such, will not be subject to U.S. federal income tax. Instead, taxable income will be allocated to holders of its LLC Interests, including us. We anticipate that, pursuant to the tax rules under the Code and the regulations thereunder, in many instances these allocations of taxable income will not be made on a pro rata basis. Notwithstanding that, pursuant to the Aris Holding LLC Agreement, Aris Holding will generally be required from time to time to make pro rata cash distributions, or tax distributions, to the holders of LLC Interests to help each of the holders of the LLC Interests to pay taxes on such holder's allocable share of taxable income of Aris Holding. As a result of potential non pro rata allocations of net taxable income allocable to us and A-A Mortgage and the favorable tax benefits that we anticipate receiving from this offering and certain related transactions, we expect that these tax distributions will be in amounts that exceed our tax liabilities and obligations to make payments under the Tax Receivable Agreement. To the extent, as currently expected, we do not distribute such cash balances as dividends on our Class A common stock and instead, for example, hold such cash balances or lend them to Aris Holding, the existing owners of Aris Holding would benefit from any value attributable to such accumulated cash balances as a result of their ownership of Class A common stock following an exchange of their LLC Interests and corresponding shares of Class B common stock.

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We will be required to pay A-A Mortgage (or certain permitted transferees thereof) for certain tax benefits that we may claim arising in connection with this offering and related transactions, and the amounts we may pay could be significant.

        We expect that this offering and certain related transactions will produce tax benefits for us. We intend to use the net proceeds from this offering to purchase LLC Interests from the Existing Equity Owners as described in the "Use of Proceeds." Additionally, we may be required from time to time to acquire LLC Interests together with a corresponding number of shares of our Class B common stock in exchange for our Class A common stock, or, at our election, a cash payment, pursuant to the Exchange Agreement. We expect that basis adjustments resulting from these transactions, if they occur, will reduce the amount of income tax we would otherwise be required to pay in the future. Moreover, Section 704(c) of the Code and the U.S. Treasury regulations promulgated thereunder, require that items of income, gain, loss and deduction that are attributable to Aris Holding's directly and indirectly held property must be allocated among the members of Aris Holding to take into account the difference between the fair market value and the adjusted tax basis of such assets in certain circumstances. As a result, Aris Holding will be required to make certain special allocations of its items of income, gain, loss and deduction that are attributable to such assets. Certain of these allocations, like the increases in tax basis described above, are likely to reduce the amount of income tax we would otherwise be required to pay.

        We will enter into a Tax Receivable Agreement with A-A Mortgage that will provide for the payment by us to A-A Mortgage (or certain permitted transferees thereof) of 85% of the tax benefits, if any, that we are deemed to realize under certain circumstances as a result of (i) increases in tax basis resulting from exchanges or acquisitions of LLC Interests and shares of Class B common stock (including as part of the Transactions or under the Exchange Agreement) (ii) allocations that result from the application of the principles of Section 704(c) of the Code in respect of certain transactions described herein or future offerings that result in contributions to Aris Holding, and (iii) certain other tax benefits related to our entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. See "Certain Relationships and Related Party Transactions—Tax Receivable Agreement." Assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, we expect that the tax savings we will be deemed to realize associated with the tax benefits described above would aggregate approximately $            over            years from the date of this offering based on the initial public offering price of $            per share of our Class A common stock (which is the midpoint of the estimated price range set forth on the cover page of this prospectus) and assuming all future exchanges would occur            year after this offering. Under such scenario we would be required to pay the owners of LLC Interests approximately 85% of such amount, or $            , over the            year period from the date of this offering. The actual amounts may materially differ from these hypothetical amounts, as potential future tax savings we will be deemed to realize, and Tax Receivable Agreement payments by us, will be calculated based in part on the market value of our Class A common stock at the time of purchase or exchange and the prevailing federal tax rates applicable to us over the life of the Tax Receivable Agreement (as well as the assumed combined state and local tax rate), and will generally be dependent on us generating sufficient future taxable income to realize the benefit. The payments under the Tax Receivable Agreement are not conditioned upon the ownership of us by A-A Mortgage (or certain permitted transferees thereof). See "Certain Relationships and Related Party Transactions—Tax Receivable Agreement."

        There may be a material negative effect on our liquidity if, as a result of timing discrepancies or otherwise, the payments under the Tax Receivable Agreement exceed the actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement or distributions to us by Aris Holding are not sufficient to permit us to make payments under the Tax Receivable Agreement after we have paid taxes. Furthermore, our obligations to make payments under the Tax Receivable

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Agreement could make us a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that are deemed realized under the Tax Receivable Agreement.

In certain cases, payments under the Tax Receivable Agreement to A-A Mortgage (or certain permitted transferees thereof) may be accelerated and/or significantly exceed the actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement.

        The Tax Receivable Agreement provides that upon certain mergers, asset sales, other forms of business combinations or other changes of control, or if, at any time, we elect an early termination of the Tax Receivable Agreement, our (or our successor's) obligations with respect to exchanged or acquired LLC Interests (whether exchanged or acquired before or after such transaction) would be based on certain assumptions, including that we (or our successor) would have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions and tax basis and other benefits related to entering into the Tax Receivable Agreement. As a result, we could be required to make payments under the Tax Receivable Agreement that are greater than or less than the percentage specified in the Tax Receivable Agreement of the actual benefits that we realize in respect of the tax attributes that are subject to the Tax Receivable Agreement. Also, if we elect to terminate the Tax Receivable Agreement early or in the event that we materially breach any of our material obligations under the Tax Receivable Agreement (such as our failure to make any payment within three months of when due, provided we have sufficient funds to make such payment), we would be required to make an immediate payment equal to the present value of the anticipated future tax benefits which upfront payment may be made years in advance of the actual realization of such future benefits (if any). In these situations, our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity, as well as our attractiveness as a target for an acquisition. In addition, we may not be able to finance our obligations under the Tax Receivable Agreement.

        Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we determine. We will not be reimbursed for any payments previously made under the Tax Receivable Agreement, even if the tax benefits underlying such payment are disallowed (although future amounts otherwise payable under the Tax Receivable Agreement may be reduced as a result thereof). In addition, the actual state or local tax savings we realize may be different than the amount of such tax savings we are deemed to realize under the Tax Receivable Agreement, which will be based on an assumed combined state and local tax rate applied to our reduction in taxable income as determined for U.S. federal income tax purposes as a result of the Tax Receivable Agreement. As a result, in certain circumstances, payments could be made under the Tax Receivable Agreement in excess of the benefits that we actually realize in respect of the (i) increases in tax basis resulting from exchanges or acquisitions of LLC Interests and shares of Class B common stock (including as part of the Transactions or under the Exchange Agreement), (ii) allocations that result from the application of the principles of Section 704(c) of the Code in respect of certain transactions described herein or future offerings that result in contributions to Aris Holding, and (iii) certain other tax benefits related to our entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement.

If we were deemed to be an investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), as a result of our ownership of Aris Holding, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business, financial condition and results of operations.

        Under Sections 3(a)(1)(A) and (C) of the 1940 Act, a company generally will be deemed to be an "investment company" for purposes of the 1940 Act if (i) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in

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securities or (ii) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We do not believe that we are an "investment company," as such term is defined in either of those sections of the 1940 Act.

        As the managing member of Aris Holding, we will control and operate Aris Holding. On that basis, we believe that our interest in Aris Holding is not an "investment security" as that term is used in the 1940 Act. However, if we were to cease participation in the management of Aris Holding, our interest in Aris Holding could be deemed an "investment security" for purposes of the 1940 Act.

        We and Aris Holding intend to conduct our operations so that we will not be deemed an investment company. However, if we were to be deemed an investment company, restrictions imposed by the 1940 Act, including limitations on our capital structure and our ability to transact with affiliates, could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business, financial condition and results of operations.

Market Risks

Interest rate fluctuations could significantly decrease our results of operations and cash flows and the fair value of our assets.

        Interest rates are highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factors beyond our control. Due to the unprecedented events surrounding the COVID-19 pandemic along with the associated severe market dislocation, there is an increased degree of uncertainty and unpredictability concerning current interest rates, future interest rates and potential negative interest rates. Interest rate fluctuations present a variety of risks to our operations. Our primary interest rate exposures relate to the yield on our assets, their fair values and the financing cost of our debt, as well as to any derivative financial instruments that we utilize for hedging purposes. Decreasing interest rates may cause a large number of borrowers to refinance, which could result in the loss of future net servicing revenues with an associated write-downs of the related MSRs. In addition, significant savings in interest rate movement may impact our gains and losses from interest rate hedging arrangements and result in our need to change our hedging strategy. Any such scenario could have a material adverse effect on our business, results of operations and financial condition.

        Changes in the level of interest rates also may affect our ability to acquire assets (including the purchase or origination of mortgage loans), the value of our assets (including our pipeline of mortgage loan commitments and our portfolio of MSRs) and any related hedging instruments, the value of newly originated or purchased loans, and our ability to realize gains from the disposition of assets. Changes in interest rates may also affect borrower default rates and may impact our ability to refinance or modify loans and/or to sell REO assets.

        In addition, our business is materially affected by the monetary policies of the U.S. government and its agencies. We are particularly affected by the policies of the U.S. Federal Reserve, which influence interest rates and impact the size of the loan origination market. In 2017, the U.S. Federal Reserve ended its quantitative easing program and started its balance sheet reduction plan. The U.S. Federal Reserve's balance sheet consists of U.S. Treasuries and MBS issued by Fannie Mae, Freddie Mac and Ginnie Mae. To shrink its balance sheet prior to the COVID-19 pandemic, the U.S. Federal Reserve had slowed the pace of MBS purchases to a point at which natural runoff exceeded new purchases, resulting in a net reduction. Recently, in response to the COVID-19 pandemic, state and federal authorities have taken several actions to provide relief to those negatively affected by COVID-19, such as the CARES Act and the Federal Reserve's support of the financial markets. In particular, U.S. Federal Reserve announced programs to increase its purchase of certain MBS products

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in response to the COVID-19 pandemic's effect on the U.S. economy, and the market for MBS in particular. The Federal Reserve also reduced the target range for the federal funds rate to 0 to 0.25% and announced a policy change in August 2020 to the way it sets interest rates that will likely keep interest rates in the U.S. relatively low for an extended period of time. The results of this recent policy change by the U.S. Federal Reserve are unknown at this time, as is its duration, but could affect the liquidity of MBS in the future.

Hedging against interest rate exposure may materially and adversely affect our business, financial condition, liquidity and results of operations.

        We pursue hedging strategies to reduce our exposure to changes in interest rates. However, while we enter into such transactions seeking to reduce interest rate risk, unanticipated changes in interest rates may result in poorer overall performance than if we had not engaged in any such hedging transactions, in addition to directly affecting the percentage of loan applications in the underwriting process that ultimately close. Interest rate hedging may fail to protect or could adversely affect us because, among other things, it may not fully eliminate interest rate risk, it could expose us to counterparty and default and cross-default risk that may result in greater losses or the loss of unrealized profits, and it will create additional expense. Generally, hedging activity requires the investment of capital and the amount of capital required often varies as interest rates and asset valuations change. Thus, hedging activity, while intended to limit losses, may materially and adversely affect our business, financial condition, liquidity and results of operations.

A prolonged economic slowdown, recession or declining real estate values could materially and adversely affect us.

        Our business and earnings are sensitive to general business and economic conditions in the U.S. A downturn in economic conditions resulting in adverse changes in interest rates, inflation, the debt capital markets, unemployment rates, consumer and commercial bankruptcy filings, the general strength of national and local economies and other factors that negatively impact household incomes could decrease demand for our mortgage loan products as a result of a lower volume of housing purchases and reduced refinancings of mortgages and could lead to higher mortgage defaults and lower prices for our loans upon sale.

        In addition, a weakening economy, high unemployment and declining real estate values may increase the likelihood that borrowers will become delinquent and ultimately default on their debt service obligations. Our cost to service increases when borrowers become delinquent. In the event of a default, we may incur additional costs, the size of which depends on a number of factors, including but not limited to the instruction of the loan investor, location and condition of the underlying property, the terms of the guarantee or insurance on the loan, the level of interest rates and the time it takes to liquidate the property.

We finance our assets with borrowings, which may materially and adversely affect the income derived from our assets.

        We currently leverage and, to the extent available, we intend to continue to leverage our assets through borrowings, the level of which may vary based on the particular characteristics of our asset portfolio and on market conditions. We have financed certain of our assets through repurchase agreements, pursuant to which we sell mortgage loans to lenders (i.e., repurchase agreement counterparties) and receive cash from the lenders. The lenders are obligated to resell the same assets back to us at the end of the term of the transaction. Because the cash we receive from the lender when we initially sell the assets to the lender is less than our cost to acquire the assets as well as the fair value of those assets (this difference is referred to as the haircut), if the lender defaults on its obligation to resell the same assets back to us we could incur a loss on the transaction equal to the

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amount of the difference in asset value sold back to us reduced further by interest accrued on the financing (assuming there was no change in the fair value of the assets).

The value of our collateral may decrease, which could lead to our lenders initiating margin calls and requiring us to post additional collateral or repay a portion of our outstanding borrowings.

        Repurchase agreements generally allow the counterparties, to varying degrees, to determine a new fair value of the collateral to reflect current market conditions which could also result from the underlying loan remaining on our warehouse for an extended period of time exposing us to changes in value and the potential for increased costs for our warehouse financings (including the ongoing availability of those credit lines). If a lender determines that the fair value of the collateral has decreased, it may initiate a margin call and require us to either post additional collateral to cover such decrease or repay a portion of the outstanding borrowing. Should this occur, and we are limited to adequate unrestricted cash to satisfy a margin call, we may be required to liquidate assets at a disadvantageous time, which could cause us to incur losses. In the event we are unable to satisfy a margin call, our counterparty may sell the collateral, which may result in significant losses to us and may trigger defaults or cross-defaults under our financing arrangements.

        We also acquire certain assets, including MSRs, for which financing has historically been difficult to obtain. We currently leverage certain of our MSRs under secured financing arrangements. Our GSE MSRs are pledged to secure borrowings under loan and security agreements. Our Fannie Mae MSR financing facility has a variable rate interest with a balloon payment at maturity on August 22, 2021 and our Freddie Mac MSR financing facility has a term loan with a fixed rate that is amortizing with a maturity date of November 22, 2022, and a revolving loan with a fixed interest rate and permits draws through the next two years and a balloon payment by the maturity date on September 28, 2023. Each of the secured financing arrangements pursuant to which we finance MSRs is further subject to the terms of an acknowledgement agreement with the related GSE, pursuant to which our and the secured parties' rights are subordinate in all respects to the rights of the applicable GSE and subject to financial covenants similar to our financing arrangements. Accordingly, the exercise by any GSE of its rights under the applicable acknowledgment agreement, including at the direction of the secured parties and whether or not we are in breach of our financing arrangement, could result in the extinguishment of our and the secured parties' rights in the related collateral and result in significant losses to us.

        We may in the future utilize other sources of borrowings, including term loans, bank credit facilities and structured financing arrangements, among others. The amount of leverage we employ varies depending on the asset class being financed, our available capital, our ability to obtain and access financing arrangements with lenders and the lenders' and rating agencies' estimate of, among other things, the stability of our asset portfolio's cash flow.

Our operations are dependent on access to our warehouse facilities, which are mostly uncommitted. If the lenders under these warehouse facilities terminate, or modify the terms of, these financing facilities, it could have a material adverse effect on our business, financial condition, results of operations and cash flows.

        We depend on short-term debt financing in the form of secured borrowings under warehouse facilities with financial institutions. These facilities are uncommitted, which means that any request we make to borrow funds under these facilities may be declined for any reason, even if at the time of the borrowing request we have then-outstanding borrowings that are less than the borrowing limits under these facilities. We may not be able to obtain additional financing under the warehouse facility when necessary, which could have a material adverse effect on our business, financial condition, results of operations and cash flows and exposing us to, among other things, liquidity risks which could adversely affect our profitability and operations.

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Our financing agreements contain financial and restrictive covenants that could adversely affect our financial condition and our ability to operate our businesses.

        The lenders under our repurchase agreements require us and/or our subsidiaries to comply with various financial covenants, including those relating to tangible net worth, profitability and our ratio of total liabilities to tangible net worth. Our lenders also require us to maintain minimum amounts of cash or cash equivalents sufficient to maintain a specified liquidity position and maintain collateral having a market value sufficient to support the related borrowings. If we are unable to meet these financial covenants, our financial condition could deteriorate rapidly and could also result in a default or cross-defaults under our financing arrangements.

        Our existing financing agreements also impose other financial and non-financial covenants and restrictions on us that impact our flexibility to determine our operating policies by limiting our ability to, among other things: incur certain types of indebtedness; grant liens; engage in consolidations and mergers and asset sales; make restricted payments and investments; and enter into transactions with affiliates. In our financing agreements, we agree to certain covenants and restrictions and we make representations about the assets sold or pledged under these agreements. We also agree to certain events of default (subject to certain materiality thresholds and grace periods), including payment defaults, breaches of financial and other covenants and/or certain representations and warranties, cross-defaults, servicer termination events, ratings downgrades, bankruptcy or insolvency proceedings, legal judgments against us, loss of licenses, loss of Agency, FHA, VA, and/or USDA approvals and other events of default and remedies customary for these types of agreements. If we default on our obligations under our financing arrangements, fail to comply with certain covenants and restrictions or breach our representations and are unable to cure, the lender may be able to terminate the transaction or its commitments, accelerate any amounts outstanding, repurchase the assets, and/or cease entering into any other financing arrangements with us, which could also result in defaults or cross-defaults in our financing arrangements.

        Because our financing agreements typically contain cross-default provisions, a default that occurs under any one agreement could allow the lenders under our other agreements to also declare a default, thereby exposing us to a variety of lender remedies, such as those described above, and potential losses arising therefrom. In addition, defaults and cross-defaults under our financing arrangements could trigger a cross-defaults under our trading agreements, which could have a negative impact on our ability to enter into hedging transactions. Any losses that we incur on our financing agreements could have a material adverse effect on our business, financial condition, liquidity and results of operations.

Difficult conditions or disruptions in the MBS, mortgage, real estate and financial markets and the economy generally may adversely affect our business, financial condition, liquidity and results of operations.

        Most of the Agency-eligible mortgage loans that we originate or acquire are delivered to the GSEs or Ginnie Mae to be pooled into Agency MBS or sold directly to the Agencies through the cash window or other third parties. Disruptions in the general MBS market have occurred in the past. Any significant disruption or period of illiquidity in the general MBS market would directly affect our liquidity because no existing alternative secondary market would likely be able to accommodate on a timely basis the volume of loans that we typically acquire and sell in any given period. Accordingly, if the MBS market experiences a period of illiquidity, we might be prevented from selling the loans that we acquire into the secondary market in a timely manner or at favorable prices or we may be required to repay a portion of the debt securing these assets, which could impact the availability and cost of financing arrangements and would likely result in a material adverse effect on our business, financial condition and results of operations.

        The success of our business strategies and our results of operations are also materially affected by current conditions in the broader mortgage markets, the financial markets and the economy generally.

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Continuing concerns over factors including inflation, deflation, unemployment, personal and business income taxes, healthcare, energy costs, geopolitical issues, the availability and cost of credit, the mortgage markets and the real estate markets have contributed to increased volatility and unclear expectations for the economy and markets going forward. The mortgage markets have been and continue to be affected by changes in the lending landscape, defaults, credit losses and significant liquidity concerns. A destabilization of the real estate and mortgage markets or deterioration in these markets may adversely affect the performance and fair value of our assets, reduce our loan production volume, reduce the profitability of servicing mortgages or adversely affect our ability to sell mortgage loans that we acquire, either at a profit or at all. Any of the foregoing could materially and adversely affect our business, financial condition, liquidity and results of operations.

We are exposed to volatility in the London Inter-Bank Offered Rate ("LIBOR"), which can result in higher than market interest rates and may have a detrimental effect on our business.

        The interest rate of our variable-rate indebtedness and the interest rate on the adjustable rate loans we originate and service is based on LIBOR. In July 2017, the U.K. Financial Conduct Authority announced that it intends to stop collecting LIBOR rates from banks after 2021. The announcement indicates that LIBOR will not continue to exist on the current basis. U.S.-dollar LIBOR is expected to be replaced with the Secured Overnight Financing Rate ("SOFR"), a new index calculated by reference to short-term repurchase agreements for U.S. Treasury securities. Although there have been a few issuances utilizing SOFR or the Sterling Over Night Index Average, an alternative reference rate that is based on transactions, it is unknown whether any of these alternative reference rates will attain market acceptance as replacements for LIBOR. There is currently no definitive successor reference rate to LIBOR and various industry organizations are still working to develop workable transition mechanisms. As part of this industry transition, we will be required to migrate any current adjustable rate loans we service to any such successor reference rate. Until a successor rate is determined, we cannot implement the transition away from LIBOR for the adjustable rate loans we service. As such, we are unable to predict the effect of any changes to LIBOR, the establishment and success of any alternative reference rates, or any other reforms to LIBOR or any replacement of LIBOR that may be enacted in the United States or elsewhere. Such changes, reforms or replacements relating to LIBOR could have an adverse impact on the market for or value of any LIBOR-linked securities, loans, derivatives or other financial instruments or extensions of credit held by us. LIBOR-related changes could affect our overall results of operations and financial condition.

We may not be able to raise the debt or equity capital required to finance our assets and grow our businesses.

        The growth of our businesses requires continued access to debt and equity capital that may or may not be available on favorable terms, at the desired times or at all. In addition, we own certain assets, including MSRs, for which financing has historically been difficult to obtain. Our inability to continue to maintain debt financing for MSRs could require us to seek equity capital that may be more costly or unavailable to us.

        We are also dependent on a limited number of banking institutions that extend us credit on terms that we have determined to be commercially reasonable. These banking institutions are subject to their own regulatory supervision, liquidity and capital requirements, risk management frameworks and risk thresholds and tolerances, any of which may materially and negatively impact their willingness to extend credit to us specifically or mortgage lenders and servicers generally. Such actions may increase our cost of capital and limit or otherwise eliminate our access to capital.

        Our access to any debt or equity capital, including any equity contributions from our Parent, on favorable terms or at all is uncertain. Our inability to raise such capital or obtain such debt or equity financing on favorable terms or at all could materially and adversely impact our business, financial condition, liquidity and results of operations.

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We are subject to market risk and credit spreads, which may adversely affect income and cause realized and unrealized losses.

        We are exposed to the credit markets and subject to the risk that we will incur losses due to adverse changes in credit spreads. Adverse changes to these spreads may occur due to changes in fiscal policy and the economic climate, the liquidity of a market or market segment, insolvency or financial distress of key market makers or participants, changes in market perceptions of credit worthiness and/or risk tolerance or the investor demand for our assets.

        We are subject to risks associated with potential declines in our credit quality, credit quality related to specific loan originators or specific industries, and a general weakening in the economy, all of which are typically reflected through credit spreads. Credit spread is the additional yield on fixed income securities above the risk-free rate (typically referenced as the yield on U.S. Treasury securities) that market participants require to compensate them for assuming credit, liquidity and/or prepayment risks. Credit spreads vary (i.e. increase or decrease) in response to the market's perception of risk and liquidity in a specific issuer or specific sector and may be influenced by the credit ratings, and the reliability of those ratings, published by external rating agencies. A decline in the quality of our asset portfolio as a result of adverse economic conditions or otherwise could cause realized and unrealized losses on our assets.

        An increase in credit spreads could have an adverse effect on the value of our asset portfolio by decreasing the fair values of the credit sensitive assets in our portfolio. Any such scenario could materially and adversely affect us.

We utilize derivative financial instruments, which could subject us to risk of loss.

        We enter into a variety of hedging arrangements such as derivative contracts, to hedge the fair value of the MSR portfolio and minimize market rate risk although we cannot assure you that these hedging arrangements will protect the value of our MSR assets. We utilize derivative financial instruments for hedging purposes, which may include swap futures, options, "to be announced" contracts and futures. However, the prices of derivative financial instruments, including futures and options, are highly volatile. As a result, the cost of utilizing derivatives may reduce our income and liquidity, and the derivative instruments that we utilize may fail to effectively hedge our positions. We are also subject to credit risk with regard to the counterparties involved in the derivative transactions.

        The use of derivative instruments is also subject to an increasing number of laws and regulations, including the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") and its implementing regulations. These laws and regulations are complex, compliance with them may be costly and time consuming, and our failure to comply with any of these laws and regulations could subject us to lawsuits or government actions and damage our reputation, which could materially and adversely affect our business, financial condition, liquidity and results of operations.

Regulatory Risks

We operate in a highly regulated industry with continually changing federal, state and local laws and regulations.

        The mortgage industry is highly regulated, and we are required to comply with a wide array of federal, state and local laws and regulations that regulate, among other things, the manner in which we conduct our loan production and servicing businesses, including the fees that we may charge and the collection, use, retention, protection, disclosure and other processing of personal information. These regulations directly impact our business and require constant compliance, monitoring and internal and external audits. Both the scope of the laws and regulations and the intensity of the supervision to which

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our business is subject have increased over time in response to the financial crisis, as well as other factors, such as technological and market changes.

        The laws and regulations and judicial and administrative decisions relating to mortgage loans and consumer protection to which we are subject include, for example, those pertaining to real estate settlement procedures, equal credit opportunity, fair lending, fair credit reporting, truth in lending, fair debt collection practices, service members protections, unfair, deceptive and abusive acts and practices, federal and state advertising requirements, high-cost loans and predatory lending, compliance with net worth and financial statement delivery requirements, compliance with federal and state disclosure and licensing requirements, the establishment of maximum interest rates, finance charges and other charges, ability-to-repay and qualified mortgages, licensing of loan originators and other personnel, loan originator compensation, secured transactions, property valuations, insurance, servicing transfers, payment processing, escrow, communications with consumers, loss mitigation, debt collection, prompt payment crediting, periodic statements, foreclosure, bankruptcies, repossession and claims-handling procedures, disclosures related to and cancellation of private mortgage insurance, flood insurance, the reporting of loan application and origination data, and other trade practices.

        In particular, various federal, state and local laws have been enacted that are designed to discourage predatory lending and servicing practices. The Home Ownership and Equity Protection Act of 1994 ("HOEPA") prohibits inclusion of certain provisions in residential loans that have mortgage rates or origination costs in excess of prescribed levels and requires that borrowers be given certain disclosures prior to origination. Some states have enacted, or may enact, similar laws or regulations, which in some cases impose restrictions and requirements greater than those in HOEPA. In addition, under the anti-predatory lending laws of some states, the origination of certain residential loans, including loans that are not classified as "high cost" loans under applicable law, must satisfy a net tangible benefits test with respect to the related borrower. This test may be highly subjective and open to interpretation. As a result, a court may determine that a residential loan, for example, does not meet the test even if the related originator reasonably believed that the test was satisfied. Failure of residential loan originators or servicers to comply with these laws, to the extent any of their residential loans are or become part of our mortgage-related assets, could subject us, as a servicer or, in the case of acquired loans, as an assignee or purchaser, to monetary penalties and could result in the borrowers rescinding the affected loans. Lawsuits have been brought in various states making claims against originators, servicers, assignees and purchasers of high cost loans for violations of state law. Named defendants in these cases have included numerous participants within the secondary mortgage market. If our loans are found to have been originated in violation of predatory or abusive lending laws, we could be subject to lawsuits or governmental actions, or we could be fined or incur losses.

        We also must comply with federal, state and local laws related to data privacy and the handling of non-public personal financial information of our customers, including the recently enacted California Consumer Protection Act ("CCPA"), and we expect other states to enact legislation similar to the CCPA, which limit how companies can use customer data and impose obligations on companies in their management of such data. The service providers we use, including outside counsel retained to process foreclosures and bankruptcies, must also comply with some of these legal requirements. Changes to laws, regulations or regulatory policies or their interpretation or implementation and the continued heightening of regulatory requirements could affect us in substantial and unpredictable ways.

        The influx of new laws, regulations, and other directives adopted by federal, state and local governments in response to the recent COVID-19 pandemic exemplifies the ever-changing and increasingly complex regulatory landscape in which we operate. While some regulatory reactions to COVID-19 relaxed certain compliance obligations, the forbearance requirements imposed on mortgage servicers in the recently passed CARES Act added new regulatory responsibilities. The GSEs and the FHFA, Ginnie Mae, the U.S. Department of Housing and Urban Development ("HUD"), state and

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local governments, various investors and others have also issued guidance relating to COVID-19. Future regulatory scrutiny and enforcement resulting from COVID-19 is unknown.

        Our failure to comply with applicable federal, state and local consumer protection and data privacy laws could lead to:

    loss of our licenses and approvals to engage in our servicing and lending/loan purchasing businesses;

    damage to our reputation in the industry;

    governmental investigations and enforcement actions;

    administrative fines and penalties and litigation;

    civil and criminal liability, including class action lawsuits;

    diminished ability to sell loans that we originate or purchase, requirements to sell such loans at a discount compared to other loans or repurchase or address indemnification claims from purchasers of such loans, including the GSEs;

    inability to raise capital; and

    inability to execute on our business strategy, including our growth plans.

        Furthermore, situations involving a potential violation of law or regulation, even if limited in scope, may give rise to numerous and overlapping investigations and proceedings, either by multiple federal and state agencies and officials in the United States. In addition, our failure, or the failure of our subservicers and correspondent sellers to comply with these laws and regulations may result in increased costs of doing business, reduced payments by borrowers, modification of the original terms of mortgage loans, permanent forgiveness of debt, delays in the foreclosure process, litigation, reputational damage, enforcement actions, and repurchase and indemnification obligations, which could affect our investor approval status and our ability to sell or service loans. Our failure to adequately supervise vendors and service providers may lead to significant liabilities, inclusive of assignee liabilities, as a result of the errors and omissions of those vendors and service providers.

        As regulatory guidance and enforcement and the views of the CFPB, state attorneys general, the GSEs and other market participants evolve, we may need to modify further our loan origination processes and systems in order to adjust to evolution in the regulatory landscape and successfully operate our lending business. In such circumstances, if we are unable to make the necessary adjustments, our business and operations could be adversely affected.

        Our failure to comply with the laws and regulations to which we are subject, whether actual or alleged, would expose us to fines, penalties or potential litigation liabilities, including costs, settlements and judgments, and also trigger defaults under our financing arrangements, any of which could have a material adverse effect on our business, liquidity, financial condition and results of operations.

The conduct of our correspondents could subject us to fines or penalties.

        The failure of the mortgage lenders from whom loans were acquired through our correspondent production activities to comply with any applicable laws and regulations may result in these adverse consequences to us. We have in place a due diligence program designed to assess areas of risk with respect to these acquired loans, including, without limitation, compliance with underwriting guidelines and applicable laws or regulations, ongoing monitoring of the financial and loan performance of our counterparties, and effective quality control over our portfolio of loans that we acquire and service. However, we may not detect every violation of law or program guidelines by these mortgage lenders. Further, to the extent any correspondent seller or servicer with whom we do business fails to comply

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with applicable laws or regulations and any of their mortgage loans become part of our assets, it could subject us, as an assignee or purchaser of the related mortgage loans, to monetary penalties or other losses. In general, if any of our loans are found to have been originated, acquired or serviced by us or a third-party in violation of applicable laws or regulations, we could be subject to lawsuits or governmental actions, or we could be fined or incur losses. We may have contractual rights to seek indemnity for the breach of the representations and warranties made to us at the time we purchased the loan or enforce repurchase obligations, in each case from certain of these lenders and correspondent sellers and servicers. However, if any of these lenders, correspondent sellers or servicers are unable to fulfill their indemnity or repurchase obligations to us, our business, financial condition, liquidity and results of operations could be materially and adversely affected. In addition, many of the lenders and correspondent sellers from whom we acquire mortgage loans are relatively small and not well capitalized, and it is our expectation that some of them may become insolvent or otherwise incapable of honoring their representations and warranties and repurchase obligations in relation to mortgage loans that have been sold to us.

The CFPB is active in its monitoring of the residential mortgage origination and servicing sectors. Revised rules and regulations and enforcement of existing rules and regulations by the CFPB could result in increased compliance costs, enforcement actions, fines, penalties and the inherent reputational harm that results from such actions.

        The CFPB has oversight of non-depository mortgage lending and servicing institutions and is empowered with broad supervision, rulemaking and examination authority to enforce laws involving consumer financial products and services and to ensure, among other things, that consumers receive clear and accurate disclosures regarding financial products and are protected from hidden fees and unfair, deceptive or abusive acts or practices. The CFPB has adopted a number of regulations under long-standing consumer financial protection laws and the Dodd-Frank Act, including rules regarding truth in lending, assessments of a borrower's ability to repay, home mortgage loan disclosure, home mortgage loan origination, fair credit reporting, fair debt collection practices, foreclosure protections, and mortgage servicing rules, including provisions regarding loss mitigation, prompt crediting of borrowers' accounts for payments received, delinquency and early intervention, prompt investigation of complaints by borrowers, periodic statement requirements, lender-placed insurance, requests for information and successors-in-interest to borrowers. The CFPB also periodically issues guidance documents, such as bulletins, setting forth informal guidance regarding compliance with these and other laws under its jurisdiction, and issues public enforcement actions, which provide additional guidance on its interpretation of these legal requirements.

        The CFPB also has enforcement authority and can order, among other things, rescission or reformation of contracts, the refund of moneys or the return of real property, restitution, disgorgement or compensation for unjust enrichment, the payment of damages or other monetary relief, public notifications regarding violations, limits on activities or functions, remediation of practices, external compliance monitoring and civil money penalties. The CFPB has made it clear that it expects non-bank entities to maintain an effective process for managing risks associated with third-party vendor relationships, including compliance-related risks. In connection with this vendor risk management process, we are expected to perform due diligence reviews of potential vendors, review vendors' policies and procedures and internal training materials to confirm compliance-related focus, include enforceable consequences in contracts with vendors regarding failure to comply with consumer protection requirements, and take prompt action, including terminating the relationship, in the event that vendors fail to meet our expectations. Through enforcement actions and guidance, the CFPB is also applying scrutiny to compensation payments to third-party providers for marketing services and may issue guidance that narrows the range of acceptable payments to third-party providers as part of marketing services agreements, lead generation agreements and other third-party marketer relationships.

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        In addition to its supervision and examination authority, the CFPB is authorized to conduct investigations to determine whether any person is engaging in, or has engaged in, conduct that violates federal consumer financial protection laws, and to initiate enforcement actions for such violations, regardless of its direct supervisory authority. Investigations may be conducted jointly with other regulators. The CFPB has the authority to impose monetary penalties for violations of applicable federal consumer financial laws, require remediation of practices and pursue administrative proceedings or litigation for violations of applicable federal consumer financial laws. The CFPB also has the authority to obtain cease and desist orders, orders for restitution or rescission of contracts and other kinds of affirmative relief and monetary penalties ranging from up to approximately $5,000 per day for ordinary violations of federal consumer financial laws to $25,000 per day for reckless violations and $1,000,000 per day for knowing violations.

        The mortgage lending sector is currently relying for a significant portion of the mortgages originated on a temporary CFPB regulation, commonly called the "QM Patch," which permits mortgage lenders to comply with the CFPB's ability to repay requirements by relying on the fact that the mortgage is eligible for sale to Fannie Mae or Freddie Mac. Reliance on the QM Patch has become widespread due to the operational complexity and practical inability for many mortgage lenders to rely on other ways to show compliance with the ability to repay regulations. The QM Patch is scheduled to expire on January 10, 2021, or sooner if Fannie Mae and Freddie Mac exit FHFA conservatorship. On June 22, 2020, the CFPB issued a notice of proposed rulemaking to, among other things, amend the sunset date for these loans and revise the definition of a qualified mortgage. We cannot predict what final actions the CFPB will take and how it might affect us as well as other mortgage lenders.

        Regulations promulgated under the Dodd-Frank Act or by the CFPB, uncertainty regarding changes in leadership or authority levels within the CFPB, and actions taken or not taken by the CFPB could continue to result in heightened federal and state regulation and oversight of our business activities, materially and adversely affect the manner in which we conduct our business, and increase costs and potential litigation associated with our business activities. Our failure to comply with the laws and regulations to which we are subject, whether actual or alleged, would expose us to fines, penalties or potential litigation liabilities, including costs, settlements and judgments, and also trigger defaults under our financing arrangements, any of which could have a material adverse effect on our business, liquidity, financial condition and results of operations.

Government responses to COVID-19, including the passage of the CARES Act, pose new and evolving compliance obligations on our business, and we may experience unfavorable changes in or failure to comply with existing or future regulations and laws adopted in response to COVID-19.

        Due to the unprecedented impact on major sectors of the U.S. economy from COVID-19, numerous states and the federal government have adopted measures requiring mortgage servicers to work with consumers negatively impacted by COVID-19. The CARES Act imposes several new compliance obligations on our mortgage servicing activities, including, but not limited to mandatory forbearance offerings, altered credit reporting obligations, and moratoriums on foreclosure actions and late fee assessments. Many states have taken similar measures to provide mortgage payment and other relief to consumers, which create additional complexity around our mortgage servicing compliance activities. We cannot predict when or on what terms and conditions these measures will be lifted, which will depend on future legislative and regulatory developments in response to the COVID-19 pandemic.

        The swift passage of the CARES Act increases the likelihood of unintended consequences from the legislation. An example of such unintended consequences is the liquidity pressure placed on mortgage servicers given our contractual obligation to continue to advance payments to investors on loans in forbearance where consumers are not making their typical monthly mortgage payments. Moreover, certain provisions of the CARES Act are subject to interpretation given the existing ambiguities in the legislation, which creates class action and other litigation risk.

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        Although much of the executive, legislative and regulatory action stemming from COVID-19 is focused on mortgage servicing, regulators are adjusting compliance obligations impacting our mortgage origination activities. Many states have adopted temporary measures allowing for otherwise prohibited remote mortgage loan origination activities. While these temporary measures allow us to continue to do business remotely, they impose notice, procedural, and other compliance obligations on our origination activity.

        Federal, state, and local executive, legislative and regulatory responses to COVID-19 are rapidly evolving, not consistent in scope or application, and subject to change without advance notice. Such efforts may impose additional compliance obligations, which may negatively impact our mortgage origination and servicing business. Any additional legal or regulatory responses to COVID-19 may unfavorably restrict our business operations, alter our established business practices, and otherwise raise our compliance costs.

We are highly dependent on the GSEs and Ginnie Mae and the FHFA, as the conservator of the GSEs, and any changes in these entities or their current roles could materially and adversely affect our business, liquidity, financial condition and results of operations.

        Our ability to generate revenues through mortgage loan sales depends to a significant degree on programs administered by the GSEs and Ginnie Mae and others that facilitate the issuance of MBS in the secondary market. The GSEs, Ginnie Mae and FHFA play a critical role in the mortgage industry and we have significant business relationships with them. Presently, almost all of the newly originated conventional conforming loans that we acquire from mortgage lenders through our correspondent production activities or our retail origination activities qualify under existing standards for inclusion in mortgage securities backed by the GSEs and Ginnie Mae or for purchase by a GSE directly through its cash window. We also derive other material financial benefits from these relationships, including the assumption of credit risk by the GSEs and Ginnie Mae on loans included in such mortgage securities in exchange for our payment of guarantee fees, our retention of such credit risk through structured transactions that lower our guarantee fees, and the ability to avoid certain loan inventory finance costs through streamlined loan funding and sale procedures to the Agencies and other third-party purchasers.

        The disposition of the FHFA conservatorship of the GSEs continues to be debated between the U.S. Congress and the executive branch of the U.S. federal government, and could also be impacted by a forthcoming U.S. Supreme Court case regarding whether FHFA's structure is constitutional. In June 2018, the Trump Administration brought forth a new proposal to end government conservatorship, which would result in full privatization of the GSEs. In September 2019, the U.S. Department of the Treasury ("U.S. Treasury"), the FHFA and HUD released plans to reform the housing finance system. These agencies developed these plans in conjunction with one another and other government agencies, and include legislative and administrative reforms to achieve the following reform goals: (i) ending the conservatorships of the GSEs upon the completion of specified reforms; (ii) facilitating competition in the housing finance market; (iii) establishing regulation of the GSEs that safeguards their safety and soundness and minimizes the risks they pose to the financial stability of the United States; and (iv) providing that the federal government is properly compensated for any explicit or implicit support it provides to the GSEs or the secondary housing finance market. At this point, it remains unclear whether any of these legislative or regulatory reforms will be enacted or implemented. Any changes in laws and regulations affecting the relationship between the GSEs and the U.S. federal government could adversely affect our business and prospects. Although the U.S. Treasury has committed capital to the GSEs, these actions may not be adequate for their needs. If the GSEs are adversely affected by events such as ratings downgrades, inability to obtain necessary government funding, lack of success in resolving repurchase demands to lenders, foreclosure problems and delays and problems with mortgage insurers, they could suffer losses and fail to honor their guarantees and other obligations. Any discontinuation of, or significant reduction in, the operation of the GSEs or any significant adverse

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change in their capital structure, financial condition, activity levels in the primary or secondary mortgage markets or underwriting criteria could materially and adversely affect our business, liquidity, financial condition and results of operations. The roles of the GSEs could be significantly restructured, reduced or eliminated and the nature of the guarantees could be considerably limited relative to historical measurements. Elimination of the traditional roles of the GSEs, or any changes to the nature or extent of the guarantees provided by the GSEs or the fees, terms and guidelines that govern our selling and servicing relationships with them, such as increases in the guarantee fees we are required to pay, initiatives that increase the number of repurchase demands and/or the manner in which they are pursued, or possible limits on delivery volumes imposed upon us and other sellers/servicers, could also materially and adversely affect our business, including our ability to sell and securitize loans that we acquire through our correspondent production activities or our retail origination activities, and the performance, liquidity and market value of our assets. Moreover, any changes to the nature of the GSEs or their guarantee obligations could redefine what constitutes an Agency MBS and could have broad adverse implications for the market and our business, financial condition, liquidity and results of operations.

        Our ability to generate revenues from newly originated loans that we acquire through our correspondent production activities and originated by our consumer direct line of business is also dependent on the fact that the Agencies have not historically focused on acquiring such loans directly from the smaller mortgage lenders with whom we have relationships, but have instead relied on banks and non-bank aggregators such as us to acquire, aggregate and securitize or otherwise sell loans from such lenders to investors in the secondary market. Certain of the Agencies have approved more of the smaller lenders that traditionally might not have qualified for such approvals, and more importantly are discussing programs where they would facilitate new or expanded options for a broad range of lenders to sell their servicing through executions other than whole loan sales to correspondent aggregators. In the future, the Agencies may continue to create initiatives, programs and technology that serve to discourage correspondent aggregators. To the extent that lenders choose to sell directly to the Agencies rather than through correspondent aggregators like us, this reduces the number of loans available for purchase in the correspondent business channel and could materially and adversely affect our business, financial condition, liquidity and results of operations.

We are required to have various Agency approvals and state licenses in order to conduct our business and there is no assurance we will be able to maintain those Agency approvals or state licenses or that changes in Agency guidelines will not materially and adversely affect our business, financial condition and results of operations.

        We are subject to state mortgage lending, purchase and sale, loan servicing or debt collection licensing and regulatory requirements. Our failure to obtain any necessary licenses, comply with applicable licensing laws or satisfy the various requirements to maintain them over time could restrict our consumer direct business activities or loan purchase and sale or servicing activities, result in litigation, or civil and other monetary penalties, or criminal penalties, or cause us to default under certain of our lending arrangements, any of which could materially and adversely impact our business, financial condition, liquidity and results of operations.

        Our lenders require us to maintain all FHA, VA and USDA approvals. We are also required to hold Agency approvals in order to sell mortgage loans to a particular Agency and/or service such mortgage loans on their behalf. Our failure to satisfy the various requirements necessary to maintain such Agency approvals over time would also substantially restrict our business activities and could adversely impact our results of operations and financial condition including defaults under our warehouse financings.

        We are also required to follow specific guidelines that impact the way that we originate and service Agency loans. A significant change in these guidelines that has the effect of decreasing the fees we

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charge or requires us to expend additional resources in providing mortgage services could decrease our revenues or increase our costs, which could also adversely affect our business, financial condition and results of operations.

        In addition, we are subject to periodic examinations by federal and state regulators, our lenders and the Agencies, which can result in increases in our administrative costs, the requirement to pay substantial penalties due to compliance errors or the loss of our licenses. Negative publicity or fines and penalties incurred in one jurisdiction may cause investigations or other actions by regulators in other jurisdictions and could adversely impact our business.

If we are unable to comply with TRID rules, our business and operations could be materially and adversely affected.

        The CFPB's TILA-RESPA Integrated Disclosure ("TRID") rules impose requirements on consumer facing disclosure rules and impose certain waiting periods to allow consumers time to shop for and consider the loan terms after receiving the required disclosures. If we fail to comply with the TRID rules, we may be unable to sell loans that we originate or purchase, or we may be required to sell such loans at a discount compared to other loans. We could also be subject to repurchase or indemnification claims from purchasers of such loans, including the GSEs.

Failure by us or our subservicers to comply with applicable laws and regulations may adversely affect our business.

        Mortgage servicing is subject to extensive and evolving federal, state and local laws and regulations, with significant new legal requirements being implemented as a result of the COVID-19 pandemic. Mortgage servicers are contractually obligated to service the mortgage loans underlying mortgage servicing rights in compliance with such laws and regulations. Failure by us or any subservicer we currently engage or engage in the future to comply with such laws and regulations may result in a servicer termination event or an event of default of the servicer under the related servicing agreements. If a servicer termination event or event of default has occurred under a servicing agreement, we may be terminated as servicer (or we may be terminated as servicer under a servicing agreement related to an MSR prior to its transfer to us). As a result, we may not receive any compensation for the loss of the related MSR assets, possibly including the right to be reimbursed for any outstanding servicing advances as the related loans are brought current, modified, liquidated or charged off. In addition, our failure or our subservicers' failure to comply with applicable laws and regulations in connection with servicing mortgage loans underlying our MSRs, could possibly lead to civil and criminal liability, loss of licensing, damage to our reputation in the industry, fines and penalties and litigation, including class action lawsuits, or administrative enforcement actions. Any of these outcomes would have a material adverse effect on our operating results and may make it more difficult for us to originate additional mortgage servicing rights in the future.

Our and our subservicers' servicing policies and procedures are subject to examination by our regulators, and the results of these examinations may be detrimental to our business.

        As a loan servicer, we are examined for compliance with U.S. federal, state and local laws, rules and guidelines by numerous regulatory agencies. It is possible that any of these regulators will inquire about our servicing practices, policies or procedures, or those of our subservicers, and require us or our subservicers to revise them in the future. The occurrence of one or more of the foregoing events or a determination by any court or regulatory agency that our or our subservicers' servicing policies and procedures do not comply with applicable law could lead to downgrades by one or more rating agencies, a transfer of our servicing responsibilities, increased delinquencies on mortgage loans we service or any combination of these events. Such a determination could also require us to modify our servicing standards.

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Regulatory changes that do not directly impact us may impact our competitors or potential competitors.

        There are many financial services laws and regulations that do not apply to us directly, but which may impact our actual or potential competitors, particularly banks. Banking regulations, for example, currently serve to limit the amount of MSRs that banks may hold as a percentage of their assets overall. Changes in those regulations could cause an increase or decrease in the interest that banks have for MSR assets, resulting in changes to both their competitiveness in the areas of the mortgage industry that we operate in and the market value of MSRs overall. Significant regulatory changes that allow our competitors to compete more aggressively could potentially have a material adverse effect on our business, financial condition and results of operations.

Unlike competitors that are state or federally chartered banks, we are subject to certain licensing and operational requirements of states and other jurisdictions that result in substantial compliance costs, and our business would be adversely affected if we lose our licenses.

        Because we are not a state or federally chartered depository institution, we do not benefit from exemptions from state mortgage lending, loan servicing or debt collection licensing and regulatory requirements. We must comply with state licensing requirements and varying compliance requirements in all states in which we operate and the District of Columbia, and regulatory changes may increase our costs through stricter licensing laws, disclosure laws or increased fees or may impose conditions to licensing that we or our personnel are unable to meet.

        In most states in which we operate, a regulatory agency or agencies regulate and enforce laws relating to mortgage servicers and mortgage originators. Future state legislation and changes in existing regulation may significantly increase our compliance costs or reduce the amount of ancillary income we are entitled to collect from borrowers or otherwise. This could make our business cost-prohibitive in the affected state or states and could materially affect our business, financial condition and results of operations.

Our or our subservicers' inability to meet certain net worth and liquidity requirements imposed by the Agencies could have a material adverse effect on our business, financial condition and results of operation.

        We and our subservicers are subject to minimum financial eligibility requirements for Agency mortgage sellers and servicers and MBS issuers, as applicable. These eligibility requirements set forth the minimum financial requirements for mortgage sellers and servicers and MBS issuers to do business with the Agencies. These minimum financial requirements, which are described under "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources," include net worth, capital ratio and liquidity criteria that set a minimum level of capital needed to adequately absorb potential losses and a minimum amount of liquidity needed to service Agency mortgage loans and MBS and cover the associated financial obligations and risks. The financial and other terms and conditions of Agency approvals are subject to change. For example, we expect Ginnie Mae to raise its counterparty risk management standards as it noted in its recently released publication titled, "Ginnie Mae 2020: Roadmap for Sustaining Low-Cost Home Ownership."

        In order to meet these minimum financial requirements, we and our subservicers are required to maintain cash and cash equivalents in amounts that may adversely affect our or their business, financial condition, liquidity and results of operations, and this could significantly impede us and our subservicers, as non-bank mortgage lenders, from growing our respective businesses and place us at a competitive disadvantage in relation to banks and certain other financial institutions. To the extent that such minimum financial requirements are not met, the Agencies may suspend or terminate Agency approval or certain agreements with us or our subservicers, which could cause us or our subservicers to default under our financing arrangements and/or have a material adverse effect on our business, financial condition, liquidity and results of operations.

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Mortgage loan modification and refinance programs, future legislative action, and other actions and changes may materially and adversely affect the value of, and the returns on, the assets in which we invest.

        The U.S. government, primarily through the Agencies, has established loan modification and refinance programs designed to provide homeowners with assistance in avoiding residential mortgage loan foreclosures. We can provide no assurance that we will be eligible to use any government programs or, if eligible, that we will be able to utilize them successfully. These programs, future U.S. federal, state or local legislative or regulatory actions that result in the modification of outstanding mortgage loans, as well as changes in the requirements necessary to qualify for modifications or refinancing mortgage loans with the GSEs or Ginnie Mae, may adversely affect the value of, and the returns on MSRs, residential mortgage loans, residential MBS, real estate-related securities and various other asset classes in which we invest, all of which could require us to repurchase loans, generally, and specifically from Ginnie Mae and the GSEs, which may result in a material adverse effect on our business and liquidity.

Private legal proceedings alleging failures to comply with applicable laws or regulatory requirements, and related costs, could adversely affect our financial condition and results of operations.

        We are subject to various pending private legal proceedings challenging, among other things, whether certain of our loan origination and servicing practices and other aspects of our business comply with applicable laws and regulatory requirements. The outcome of any legal matter is never certain. In the future, we are likely to become subject to other private legal proceedings alleging failures to comply with applicable laws and regulations, including putative class actions, in the ordinary course of our business.

        With respect to legal actions for impending or expected foreclosures, we may incur costs if we are required to, or if we elect to, execute or re-file documents or take other actions in our capacity as a servicer. We may incur increased litigation costs if the validity of a foreclosure action is challenged by a borrower or a class of borrowers. In addition, if a court rules that the lien of a homeowners association takes priority over the lien we service, we may incur legal liabilities and costs to defend such actions. If a court dismisses or overturns a foreclosure because of errors or deficiencies in the foreclosure process, we may have liability in our capacity as seller, servicer or otherwise to the loan owner, a borrower, title insurer or the purchaser of the property sold in foreclosure. These costs and liabilities may not be legally or otherwise reimbursable to us, particularly to the extent they relate to securitized mortgage loans or loans that we sell to the GSEs or other third parties. A significant increase in litigation costs and losses occurring from lawsuits could trigger a default or cross-defaults under our financing arrangements, which could have a material adverse effect on our liquidity, business, financial condition and results of operations.

Residential mortgage foreclosure proceedings in certain states have been delayed due to lack of judicial resources and legislation.

        Several states, including California and Nevada, have enacted Homeowner's Bill of Rights legislation to establish mandatory loss mitigation practices for homeowners which cause delays in foreclosure proceedings. It is possible that additional states could enact similar laws in the future. Delays in foreclosure proceedings could require us to delay the recovery of advances, which could materially affect our business, results of operations and liquidity and increase our need for capital.

        When a mortgage loan we service is in foreclosure, we are generally required to continue to advance delinquent principal and interest to the securitization trust and to make advances for delinquent taxes and insurance and foreclosure costs and the upkeep of vacant property in foreclosure to the extent that we determine that such amounts are recoverable. These servicing advances are generally recovered when the delinquency is resolved. Regulatory actions that lengthen the foreclosure

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process will increase the amount of servicing advances that we are required to make, lengthen the time it takes for us to be reimbursed for such advances and increase the costs incurred during the foreclosure process.

        The CARES Act temporarily paused all foreclosures, and the Agencies have further extended the pause on foreclosures. Many state governors also issued orders, directives, guidance or recommendations halting foreclosure activity including evictions. These measures will increase our operating costs, extend the time we advance for delinquent taxes and insurance and could delay our ability to seek reimbursement from the investor to recoup some or all of the advances. We cannot predict when or on what terms and conditions these measures will be lifted, which will depend on future legislative and regulatory developments in response to the COVID-19 pandemic.

        Increased regulatory scrutiny and new laws and procedures could cause us to adopt additional compliance measures and incur additional compliance costs in connection with our foreclosure processes. We may incur legal and other costs responding to regulatory inquiries or any allegation that we improperly foreclosed on a borrower. We could also suffer reputational damage and could be fined or otherwise penalized if we are found to have breached regulatory requirements.

Regulatory agencies and consumer advocacy groups are becoming more aggressive in asserting claims that the practices of lenders and loan servicers result in a disparate impact on protected classes.

        Antidiscrimination statutes, such as the Fair Housing Act and the Equal Credit Opportunity Act, prohibit creditors from discriminating against loan applicants and borrowers based on certain characteristics, such as race, sex, religion and national origin. The Fair Housing Act also expressly prohibits discrimination with respect to the purchase of mortgage loans. Various federal regulatory agencies and departments, including the U.S. Department of Justice and CFPB, take the position that these laws apply not only to intentional discrimination, but also to neutral practices that have a disparate impact on a group that shares a characteristic that a creditor may not consider in making credit decisions (i.e., creditor or servicing practices that have a disproportionate negative affect on a protected class of individuals).

        These regulatory agencies, as well as consumer advocacy groups and plaintiffs' attorneys, are focusing greater attention on "disparate impact" claims. The U.S. Supreme Court recently confirmed that the "disparate impact" theory applies to cases brought under the FHA, while emphasizing that a causal relationship must be shown between a specific policy of the defendant and a discriminatory result that is not justified by a legitimate objective of the defendant. Although it is still unclear whether the theory applies under the Equal Credit Opportunity Act, regulatory agencies and private plaintiffs can be expected to continue to apply it to both the Fair Housing Act and the Equal Credit Opportunity Act in the context of home loan lending and servicing. To extent that the "disparate impact" theory continues to apply, we may be faced with significant administrative burdens in attempting to comply and potential liability for failures to comply.

        Furthermore, many industry observers believe that the "ability to repay" rule issued by the CFPB, discussed above may have the unintended consequence of having a disparate impact on protected classes. Specifically, it is possible that lenders that make only qualified mortgages may be exposed to discrimination claims under a disparate impact theory.

        In addition to reputational harm, violations of the Equal Credit Opportunity Act and the Fair Housing Act can result in actual damages, punitive damages, injunctive or equitable relief, attorneys' fees and civil money penalties.

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Challenges to the MERS System could materially and adversely affect our business, results of operations and financial condition.

        MERSCORP Holdings, Inc. is a wholly-owned subsidiary of Intercontinental Exchange, Inc. that maintains an electronic registry, referred to as the MERS System, which tracks servicing rights and ownership of home loans in the United States. Mortgage Electronic Registration Systems, Inc. ("MERS"), a wholly-owned subsidiary of MERSCORP Holdings, Inc., can serve as a nominee for the owner of a home loan and in that role initiate foreclosures or become the mortgagee of record for the loan in local land records. We have in the past and may continue to use MERS as a nominee. The MERS System is widely used by participants in the mortgage finance industry.

        Several legal challenges in the courts and by governmental authorities have been made disputing MERS's legal standing to initiate foreclosures or act as nominee for lenders in mortgages and deeds of trust recorded in local land records. These challenges have focused public attention on MERS and on how home loans are recorded in local land records. Although most legal decisions have accepted MERS as mortgagee, these challenges could result in delays and additional costs in commencing, prosecuting and completing foreclosure proceedings, conducting foreclosure sales of mortgaged properties and submitting proofs of claim in consumer bankruptcy cases.

Risks Related to Our Mortgage Assets

Our acquisition of mortgage servicing rights exposes us to significant risks.

        MSRs arise from contractual agreements between us and the investors (or their agents) in mortgage securities and mortgage loans that we service on their behalf. We generally create MSRs in connection with our sale of mortgage loans to the Agencies or others where we assume the obligation to service such loans on their behalf. We may also purchase MSRs from third-party sellers. All MSR capitalizations are recorded at fair value on our balance sheet. The determination of the fair value of MSRs requires our management to make numerous estimates and assumptions. Such estimates and assumptions include, without limitation, estimates of future cash flows associated with MSRs based upon assumptions involving interest rates as well as the prepayment rates, delinquencies and foreclosure rates of the underlying serviced mortgage loans. The ultimate realization of future cash flows from the MSRs may be materially different than the values of such MSRs as may be reflected in our consolidated balance sheet as of any particular date. The use of different estimates or assumptions in connection with the valuation of these assets could produce materially different fair values for such assets, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. Accordingly, there may be material uncertainty about the fair value of any MSRs we acquire or hold.

        Prepayment speeds significantly affect MSRs. Prepayment speed is the measurement of how quickly borrowers pay down the unpaid principal balance of their loans or how quickly loans are otherwise brought current, modified, liquidated or charged off. We base the value of MSRs on, among other things, our projection of the cash flows from the related mortgage loans. Our expectation of prepayment speeds is a significant assumption underlying those cash flow projections. If prepayment speed expectations increase significantly, the fair value of the MSRs could decline and we may be required to record a non-cash charge, which would have a negative impact on our financial results. Furthermore, a significant increase in prepayment speeds could materially reduce the ultimate cash flows we receive from MSRs, and we could ultimately receive substantially less than what we estimated when initially capitalizing such assets.

        Moreover, delinquency rates also have a significant impact on the valuation of any MSRs. An increase in delinquencies generally results in lower revenue because typically we only collect servicing fees from Agencies or mortgage owners for performing loans. Our expectation of delinquencies is also a significant assumption underlying our cash flow projections. If delinquencies are significantly greater than we expect, the estimated fair value of the MSRs could be diminished. Increased delinquencies also

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typically translate into increased defaults and liquidations, and as an MSR owner we are also responsible for certain expenses and losses associated with the loans we service, particularly on loans sold to Ginnie Mae. A reduction in the fair value of the MSR or an increase in defaults and liquidations would adversely impact our business, financial condition, liquidity and results of operations.

        Changes in interest rates are a key driver of the performance of MSRs. Historically, the fair value of MSRs has increased when interest rates rise and decreased when interest rates decline due to the effect those changes in interest rates have on prepayment estimates. We may pursue various hedging strategies to seek to reduce our exposure to adverse changes in fair value resulting from changes in interest rates. Our hedging activity will vary in scope based on the level and volatility of interest rates, the type of assets held and other changing market conditions. Interest rate hedging may fail to protect or could adversely affect us. To the extent we do not utilize derivative financial instruments to fully hedge against changes in fair value of MSRs or the derivatives we use in our hedging activities do not perform as expected, our business, financial condition, liquidity and results of operations would be more susceptible to volatility due to changes in the fair value of, or cash flows from, MSRs as interest rates change.

        Furthermore, MSRs and the related servicing activities are subject to numerous federal, state and local laws and regulations and may be subject to various judicial and administrative decisions imposing various requirements and restrictions on our business. Our failure to comply, or the failure of our subservicer to comply, with the laws, rules or regulations to which we or they are subject by virtue of ownership of MSRs, whether actual or alleged, could expose us to fines, penalties or potential litigation liabilities, including costs, settlements and judgments, any of which could have a material adverse effect on our business, financial condition, liquidity and results of operations.

Our counterparties may terminate our servicing rights and subservicing contracts under which we conduct servicing activities.

        The majority of the mortgage loans we service are serviced on behalf of the GSEs and Ginnie Mae. These entities establish the base service fee to compensate us for servicing loans as well as the assessment of fines and penalties that may be imposed upon us for failing to meet servicing standards.

        As is standard in the industry, under the terms of our master servicing agreements with the GSEs, the GSEs have the right to terminate us as servicer of the loans we service on their behalf at any time and also have the right to cause us to sell the MSRs to a third party. In addition, failure to comply with servicing standards could result in termination of our agreements with the GSEs with little or no notice and without any compensation. If any of Fannie Mae, Freddie Mac or Ginnie Mae were to terminate us as a servicer, or increase our costs related to such servicing by way of additional fees, fines or penalties, such changes could have a material adverse effect on the revenue we derive from servicing activity, as well as the value of the related MSRs. These agreements, and other servicing agreements under which we service mortgage loans for non-GSE loan purchasers, also require that we service in accordance with GSE servicing guidelines and contain financial covenants. Under our subservicing contracts, the primary servicers for which we conduct subservicing activities have the right to terminate our subservicing rights with or without cause, with little notice and little to no compensation. If we were to have our servicing or subservicing rights terminated on a material portion of our servicing portfolio, this could adversely affect our business.

We may not be capable of adequately recapturing our MSR assets when borrowers refinance or obtain a new loan upon payoff.

        We are not yet mature in our process of soliciting and serving borrowers in our servicing portfolio who are or may be obtaining a new loan, and there can be no assurance that we will effectively and efficiently protect our MSR assets from runoff now or in the future. We currently do not operate our Consumer Direct channel in all states for which we have loans in our MSR portfolio. We cannot

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guarantee that we will be successful in our efforts to obtain or maintain the required licenses and to effectively implement the operational infrastructure necessary to expand such operations in each relevant state. We do not currently originate purchase money loans at any significant scale in our Consumer Direct channel to the existing borrowers in our MSR portfolio or to other customers, nor do we offer in our Consumer Direct channel all of the loan programs that we purchase from other lenders in our Correspondent channel. Our failure to operate a mature retail lending operation with a full product menu and geographic footprint limits our ability to retain our existing customers and capitalize new MSRs of an attractive level, which results in increased costs to originate new loans in our portfolio. Our lack of capabilities related to recapturing our existing loans that are refinanced may adversely impact our business, financial condition, liquidity, and results of operations.

The failure of our subservicers to effectively service our portfolio of MSRs and mortgage loans would materially and adversely affect us.

        We have contracted with Cenlar to provide us with mortgage loan servicing for approximately 99% of our portfolio of MSRs and mortgage loans. Such loan servicing activities include collecting principal, interest and escrow account payments, if any, with respect to mortgage loans, as well as managing loss mitigation, which may include, among other things, collection activities, loan workouts, modifications, foreclosures and short sales. The ability of our subservicers, especially Cenlar, to effectively service our portfolio of mortgage loans is critical to our success, particularly given our strategy in MSRs, the requirement to execute initiatives and programs focused on keeping borrowers in their homes; or in the case of nonperforming loans, effecting property liquidations in a timely, orderly and economically efficient manner. There are a number of factors out of our control that can negatively impact our subservicers' ability to effectively service our portfolio and to satisfy their contractual obligations to us. These include both intentional actions the subservicers take in running their businesses such as management of staffing levels and the number of customers serviced, and the occurrence of external events including but not limited to regulatory changes, enforcement actions, and natural disasters that may negatively impact the performance of our subservicers. The failure of our subservicers to effectively service our portfolio of MSRs and mortgage loans could result in ineligibility to sell loans to the Agencies, issue Agency MBS, and defaults and cross-defaults under our financing arrangements, all of which would adversely impact our business, financial condition, liquidity and results of operations.

A significant increase in delinquencies for the loans we service could have a material impact on our revenues, expenses and liquidity and on the valuation of our MSRs.

        An increase in delinquencies will result in lower revenue for loans we service for the GSEs and Ginnie Mae because we only collect servicing fees from the GSEs and Ginnie Mae from payments made on the mortgage loans. Additionally, while increased delinquencies generate higher ancillary revenues, including late fees, these fees may not be collected until the related loan reinstates or in the event that the related loan is liquidated. In addition, an increase in delinquencies may result in certain other advances being made on behalf of delinquent loans, which may not be entirely reversible and would decrease the interest income we receive on cash held in collection and other accounts to the extent permitted under applicable requirements.

        The costs of servicing portfolios of delinquent mortgage loans have been rising in recent years without a corresponding increase in servicing compensation. Executive initiatives such as the Home Affordable Modification Program (the "HAMP"), which is a part of the U.S. government's broader Home Affordability and Stability Plan, encourages loan modifications for borrowers under loans that are either already in default or are at risk of imminent default. The HAMP requires participating servicers to evaluate on a loan-by-loan basis whether a modification, the terms of which are established to achieve a desired debt-to-income ratio, would yield greater expected cash flow (using net present value analysis) than if the mortgage loan was permitted to be foreclosed upon. The deadline for new applications under HAMP was December 30, 2016. This program, as well as existing or future proposed

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legislation and/or governmental intervention designed to protect consumers, may have an adverse impact on servicers, by increasing costs and expenses of servicers while at the same time decreasing servicing cash flows adversely affecting collateral value. An increase in delinquencies will result in a higher cost to service due to the increased time and effort required by our subservicers to collect payments from delinquent borrowers, to protect against property foreclosures and an increase in interest expense as a result of an increase in our advancing obligations.

        We base the price we pay for MSRs on, among other things, our projections of the cash flows from the related mortgage loans. Our expectation of delinquencies is a significant assumption underlying those cash flow projections. If delinquencies were significantly greater than expected, the estimated fair value of our MSRs could be diminished. If the estimated fair value of MSRs is reduced, we may not be able to satisfy minimum net worth covenants and borrowing conditions in our debt agreements and we could suffer a loss, which could trigger a default and cross-defaults under our other financing arrangements and trading agreements (impacting our ability to enter into hedging transactions) and the possible loss of our eligibility to sell loans to the Agencies or issue Agency MBS, all of which would likely have a material adverse effect on our business, financial condition and results of operations.

        We are also subject to risks of borrower defaults and bankruptcies in cases where we might be required to repurchase loans sold with recourse or under representations and warranties. A borrower filing for bankruptcy during foreclosure would have the effect of staying the foreclosure and thereby delaying the foreclosure process, which may potentially result in a reduction or discharge of a borrower's mortgage debt. Even if we are successful in foreclosing on a loan, the liquidation proceeds upon sale of the underlying real estate may not be sufficient to recover our cost basis in the loan, resulting in a loss to us. For example, foreclosure may create a negative public perception of the related mortgaged property, resulting in a diminution of its value. Furthermore, any costs or delays involved in the foreclosure of the loan or a liquidation of the underlying property will further reduce the net proceeds and, thus, increase the loss. If these risks materialize, they could have a material adverse effect on our business, financial condition and results of operations. In addition, in the event of a default under any mortgage loan we have not sold, we will bear the risk of loss of principal to the extent of any deficiency between the value of the collateral and the principal and of the mortgage loan.

Our inability to promptly foreclose upon defaulted mortgage loans could increase our cost of doing business and/or diminish our expected cash flows.

        Our ability to promptly foreclose upon defaulted mortgage loans and liquidate the underlying real property plays a critical role in our valuation of the assets which we acquire and our expected cash flows on such assets. There are a variety of factors that may inhibit our ability to foreclose upon a mortgage loan and liquidate the real property within the time frames we model as part of our valuation process or within the statutes of limitation under applicable state law. These factors include, without limitation: extended foreclosure timelines in states that require judicial foreclosure, including states where we hold high concentrations of mortgage loans, significant collateral documentation deficiencies, federal, state or local laws that are borrower friendly, including legislative action or initiatives designed to provide homeowners with assistance in avoiding residential mortgage loan foreclosures and that serve to delay the foreclosure process, HAMP and similar programs that may require specific procedures to be followed to explore the refinancing of a mortgage loan prior to the commencement of a foreclosure proceeding and declines in real estate values and sustained high levels of unemployment that increase the number of foreclosures and place additional pressure on the judicial and administrative systems.

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A decline in the fair value of the real estate that we acquire, or that underlies the mortgage loans we own or service may result in reduced risk-adjusted returns or losses.

        A substantial portion of our assets are measured at fair value. The fair value of the real estate that we own or that underlies mortgage loans that we own or service is subject to market conditions and requires the use of assumptions and complex analyses. Changes in the real estate market may adversely affect the fair value of the collateral and thereby lower the cash to be received from its liquidation. Depending on the investor and/or insurer or guarantor, we may suffer financial losses that increase when we or they receive less cash upon liquidation of the collateral for defaulted loans that we service. The same would apply to loans that we own. In addition, adverse changes in the real estate market increase the probability of default of the loans we own or service.

We are subject to certain risks associated with investing in real estate and real estate related assets, including risks of loss from adverse weather conditions and man-made or natural disasters, which may cause disruptions in our operations.

        Weather conditions and man-made or natural disasters such as hurricanes, tornadoes, earthquakes, floods, droughts, fires and other environmental conditions can damage properties that we own or that collateralize loans we own or service. In addition, the properties where we conduct business could be adversely impacted. Future adverse weather conditions including "global warming" and man-made or natural disasters could also adversely impact the demand for, and value of, our assets, as well as the cost to service or manage such assets which includes the availability of our staff and employees, directly impact the value of our assets through damage, destruction or loss, and thereafter materially impact the availability or cost of insurance to protect against these events. Although we believe our properties collateralizing our assets or underlying our MSR assets are adequately covered by insurance in accordance with industry standards, we cannot predict at this time if we or our borrowers, and particularly borrowers located on the coasts, will be able to obtain appropriate coverage at a reasonable cost in the future. In addition, there is a risk that one or more of the insurers of property on which we held an interest may not be able to fulfill their obligations with respect to claims payments due to deterioration in its financial condition.

        Certain types of losses, generally of a catastrophic nature, that result from events described above such as earthquakes, floods, hurricanes, tornados, terrorism or acts of war may also be uninsurable, not economically insurable or not required to be insured by borrowers or lenders based on industry standards. Inflation, changes in building codes and ordinances, environmental considerations and other factors, including terrorism or acts of war, also might make the insurance proceeds insufficient to repair or replace a property if it is damaged or destroyed. Under these circumstances, the insurance proceeds received might not be adequate to restore our economic position with respect to the affected real property. In addition, depending on the mortgage loan investor and the mortgage insurer or guarantor, we as servicer may be responsible for repairing uninsured damage to properties or incurring losses in connection with the loss in value of such damaged properties even when we do not own the loan we are servicing. For example, for loans insured by the FHA that go into default, we are responsible for delivering the underlying property in marketable condition to the FHA prior to obtaining proceeds from FHA insurance, regardless of whether or not any property damage is covered by property and casualty insurance. For properties where damage is not covered by property and casualty insurance, the requirement to either repair properties at our own expense or to forego FHA insurance proceeds may represent a significant financial obligation for us, especially in the event of a widespread natural disaster. FHA insurance does not cover significant property damage, regardless of the reason of the damage occurrence and whether or not the damage is covered by other insurance.

        The aforementioned risk of property loss and the failure to recoup such losses through our insurance policies could have a material adverse effect on our business, financial condition and results of operations.

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We may be adversely affected by concentration risks of various kinds that apply to our mortgage or MSR assets at any given time, as well as from unfavorable changes in the related geographic regions containing the properties that secure such assets.

        Our mortgage and MSR assets are not subject to any geographic, diversification or concentration limitations except that we will be concentrated in mortgage-related assets. Accordingly, our mortgage and MSR assets may be concentrated by geography, investor, originator, insurer, loan program, property type and/or borrower, increasing the risk of loss to us if the particular concentration in our portfolio is subject to greater risks or is undergoing adverse developments. As of June 30, 2020, approximately 15.1% and 11.5% of our mortgage and MSR assets had underlying properties in Texas and California, respectively. We may be disproportionately affected by general risks such as natural disasters, including major hurricanes, tornadoes, wildfires, floods and earthquakes, severe or inclement weather and acts of terrorism should such developments occur in or near the markets in California or Texas in which such properties are located. In addition, adverse conditions in the areas where the properties securing or otherwise underlying our mortgage and MSR assets are located such as Texas, California and Florida (including business layoffs or downsizing, industry slowdowns, changing demographics, natural disasters and other factors) and local real estate conditions (such as oversupply or reduced demand) may have an adverse effect on the value of those assets. A material decline in the demand for real estate in these areas, regardless of the underlying cause, may materially and adversely affect us. Concentration or a lack of diversification can increase the correlation of non-performance and foreclosure risks among subsets of our mortgage and MSR assets, which could have a material adverse effect on our business, financial condition and results of operations.

Many of our mortgage assets may be illiquid and we may not be able to adjust our portfolio in response to changes in economic and other conditions.

        Our MSRs, securities and mortgage loans that we acquire may be or become illiquid. It may also be difficult or impossible to obtain or validate third-party pricing on the assets that we purchase. Illiquid investments typically experience greater price volatility, as a ready market does not exist, or may cease to exist and such investments can be more difficult to value. Contractual restrictions on transfer or the illiquidity of our assets may make it difficult for us to sell such assets if the need or desire arises, which could impair our ability to satisfy margin calls or access capital for other purposes when needed. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the recorded value, or may not be able to obtain any liquidation proceeds at all, thus exposing us to a material or total loss.

Fair values of our MSRs are estimates and the realization of reduced values from our recorded estimates may materially and adversely affect our financial results and credit availability.

        The fair values of our MSRs are not readily determinable and the fair value at which our MSRs are recorded may differ from the values we ultimately realize. Ultimate realization of the fair value of our MSRs depends to a great extent on economic and other conditions that change during the time period over which it is held and are beyond our control. Further, fair value is only an estimate based on good faith judgment of the price at which an asset can be sold since transacted prices of MSRs can only be determined by negotiation between a willing buyer and seller. In certain cases, our estimation of the fair value of our MSRs includes inputs provided by third-party dealers and pricing services, and valuations of certain securities or other assets in which we invest are often difficult to obtain and are subject to judgments that may vary among market participants. Changes in the estimated fair values of those assets are directly charged or credited to earnings for the period. If we were to liquidate a particular asset, the realized value may be more than or less than the amount at which such asset was recorded. Accordingly, in either event, our financial condition could be materially and adversely affected by our determinations regarding the fair value of our MSRs, and such valuations may fluctuate over short periods of time.

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We utilize analytical models and data in connection with the valuation of our assets, and any incorrect, misleading or incomplete information used in connection therewith would subject us to potential risks.

        We rely heavily on models and data to value our assets, including analytical models (both proprietary models developed by us and those supplied by third parties) and information and data supplied by third parties, including Cenlar. Models and data are also used in connection with our potential acquisition of assets and the hedging of those acquisitions. Models are inherently imperfect predictors of actual results because they are based on historical data available to us and our assumptions about factors such as future mortgage loan demand, default rates, severity rates, home price trends and other factors that may overstate or understate future experience. Our models could produce unreliable results for a number of reasons, including the limitations of historical data to predict results due to unprecedented events or circumstances, invalid or incorrect assumptions underlying the models, the need for manual adjustments in response to rapid changes in economic conditions, incorrect coding of the models, incorrect data being used by the models or inappropriate application of a model to products or events outside of the model's intended use. In particular, models are less dependable when the economic environment is outside of historical experience.

        In the event models and data prove to be incorrect, misleading or incomplete, any decisions made in reliance thereon expose us to potential risks. For example, by relying on incorrect models and data, especially valuation models, we may be induced to buy certain assets at prices that are too high, to sell certain other assets at prices that are too low or to miss favorable opportunities altogether. Similarly, any hedging based on faulty models and data may prove to be unsuccessful.

Liability relating to environmental matters may impact the fair value of properties that we may acquire or the properties underlying our assets.

        Under various U.S. federal, state and local laws, an owner or operator of real property may become liable for the costs of removal of certain hazardous substances released on its property. These laws often impose liability without regard to whether the owner or operator was responsible for, or aware of, the release of such hazardous substances. The presence of hazardous substances may also adversely affect an owner's ability to sell real estate, borrow using the real estate as collateral or make debt payments to us. In addition, if we take title to a property, the presence of hazardous substances may adversely affect our ability to sell the property, and we may become liable to a governmental entity or to third parties for various fines, damages or remediation costs. Any of these liabilities or events may materially and adversely affect the fair value of the relevant asset and/or our business, financial condition, liquidity and results of operations.

We depend on the accuracy and completeness of information from and about borrowers, mortgage loans and the properties securing them, and any misrepresented information could adversely affect our business, financial condition and results of operations.

        In connection with our correspondent and consumer direct activities, we may rely on information furnished by or on behalf of borrowers and/or our business counterparties including correspondent sellers. We also may rely on representations of borrowers and business counterparties as to the accuracy and completeness of that information, and upon the information and work product produced by appraisers, credit repositories, depository institutions and others, as well as the output of automated underwriting systems created by the GSEs and others. If any of this information or work product is intentionally or negligently misrepresented in connection with a mortgage loan and such misrepresentation is not detected prior to loan funding, the fair value of the loan may be significantly lower than expected. Our controls and processes may not have detected or may not detect all misrepresented information in our loan originations or acquisitions, or from our business counterparties. Any such misrepresented information could materially and adversely affect our business, financial condition and results of operations.

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Our subservicers have limited liability and indemnity rights.

        Our agreements with our subservicers, including Cenlar, provide that our subservicers will not assume any responsibility other than to provide the services specified in the applicable agreements. In addition, our subservicers will be, subject to certain exceptions, held harmless from, and indemnified by us against, certain liabilities on customary terms. As a result, to the extent we are damaged through certain actions or inactions of our subservicers, our recourse is limited and we may not be able to recover our losses in full or at all.

General Risk Factors

We will incur increased costs as a result of operating as a public company and our management will be required to devote substantial time to new compliance initiatives and corporate governance practices.

        As a public company, we will incur significant legal, accounting, administrative and other costs and expenses that we have not previously incurred or have experience with as a private company. We will be subject to the reporting requirements of the Exchange Act which will require, among other things, that we file with the SEC annual, quarterly and current reports with respect to our business and financial condition. In addition, the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and rules subsequently implemented by the SEC and the                impose numerous requirements on public companies, including establishment and maintenance of effective disclosure controls and procedures and internal control over financial reporting and corporate governance practices. Further, pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the SEC has adopted additional rules and regulations in these areas, such as mandatory "say on pay" voting requirements that will apply to us when we cease to be an emerging growth company. Shareholder activism, the current political environment and the current high level of government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which may lead to additional compliance costs and may impact the manner in which we operate our business in ways we cannot currently anticipate. Our management and other personnel will need to devote a substantial amount of time to compliance with these laws and regulations. These requirements have increased and will continue to increase our legal, accounting and financial compliance costs and have made and will continue to make some activities more time consuming and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to incur substantial costs to maintain the same or similar coverage. These rules and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors or our board committees or as executive officers.

        The increased costs will decrease our net income or increase our net loss, and may require us to reduce costs in other areas of our business or increase the prices of our products or services. We cannot predict or estimate the amount or timing of additional costs we may incur to respond to these requirements and appropriately training our employees and management. However, these rules and regulations are often subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.

We are an "emerging growth company," and the reduced disclosure requirements applicable to such companies could make our Class A common stock less attractive to investors.

        We are an "emerging growth company," as defined in the JOBS Act enacted in April 2012, and may remain an "emerging growth company" until the last day of the year following the fifth anniversary of the completion of this offering. However, if certain events occur prior to the end of such five-year period, including if we become a "large accelerated filer," our annual gross revenues equals or exceeds an amount specified by regulation (currently $1.07 billion) or we issue more than $1.0 billion of

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non-convertible debt in any three-year period, we will cease to be an emerging growth company prior to the end of such five-year period. For as long as we remain an "emerging growth company," we are permitted and intend to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not "emerging growth companies." These exemptions include:

    being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced "Management's Discussion and Analysis of Financial Condition and Results of Operations" disclosure;

    not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting;

    reduced disclosure obligations regarding executive compensation; and

    exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

        We have taken advantage of reduced reporting burdens in this prospectus. In particular, in this prospectus, we have provided only two years of audited financial statements of our predecessor and have not included all of the executive compensation related information that would be required if we were not an emerging growth company. We cannot predict whether investors will find our Class A common stock less attractive if we rely on these exemptions. In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards, delaying the adoption of these accounting standards until they would apply to private companies. We have elected to take advantage of this extended transition period and therefore will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. We cannot predict if investors will find our Class A common stock less attractive because we may rely on these exemptions. If some investors find our Class A common stock less attractive as a result, there may be a less active trading market for our Class A common stock and our stock price may be more volatile.

We will be a controlled company within the meaning of the                rules and, as a result, will qualify for and will rely on exemptions from certain corporate governance requirements.

        After the completion of this offering, our controlling stockholder will continue to control a majority of the voting power of our outstanding shares. As a result, we will be a controlled company within the meaning of the corporate governance standards of the            . Under the                rules, a controlled company may elect not to comply with certain corporate governance requirements of the                , including the requirements that:

    a majority of the board of directors consist of independent directors;

    the nominating and corporate governance committee be composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities;

    the compensation committee be composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities; and

    there be an annual performance evaluation of the nominating and corporate governance and compensation committees.

        Following this offering, we intend to utilize these exemptions, including the exemption for a board of directors composed of a majority of independent directors. In addition, although we have adopted charters for our compensation committee and nominating and corporate governance committee and intend to conduct annual performance evaluations for these committees, neither of these committees will be composed entirely of independent directors immediately following the completion of this offering. The phase-in rules of the SEC and the                with respect to the audit committee permit

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us to have an audit committee that has a majority of members that are independent within 90 days thereafter and all members that are independent within one year thereafter. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the                 .

We will be controlled by A-A Mortgage, an entity controlled by Apollo, whose interests may conflict with our interests and the interests of other stockholders.

        After giving effect to the Transactions, A-A Mortgage, an entity controlled by Apollo, will hold        % of our issued and outstanding Class B common stock after this offering and will represent approximately        % of the combined voting power of our outstanding common stock after this offering (or approximately         % if the underwriters exercise in full their option to purchase additional shares of Class A common stock). Upon consummation of this offering, on all matters submitted to a vote of our stockholders, our Class B common stock entitles its owners to ten votes per share, and our Class A common stock, which is the stock we are offering in this offering, entitles its owners to one vote per share. As a result, A-A Mortgage will be able to control any action requiring the general approval of our stockholders, including the election of our board of directors, the adoption of amendments to our certificate of incorporation and bylaws and the approval of any merger or sale of substantially all of our assets. So long as A-A Mortgage continues to directly or indirectly own a significant amount of our equity, even if such amount is less than a majority of the combined voting power of our common stock, A-A Mortgage will continue to be able to substantially influence the outcome of votes on all matters requiring approval by the stockholders, including our ability to enter into certain corporate transactions. The interests of A-A Mortgage could conflict with or differ from our interests or the interests of our other stockholders. For example, the concentration of ownership held by A-A Mortgage could delay, defer or prevent a change of control of our Company or impede a merger, takeover or other business combination that may otherwise be favorable for us.

        In addition, because A-A Mortgage holds an interest in our business directly through Aris Holding, rather than through AmeriHome, Inc., A-A Mortgage may have conflicting interests with holders of shares of our Class A common stock. For example, A-A Mortgage may have different tax positions from us which could influence their decisions regarding whether and when to dispose of assets, whether and when to incur new or refinance existing indebtedness, especially in light of the existence of the Tax Receivable Agreement that we will enter in connection with this offering, and whether and when AmeriHome, Inc. should terminate the Tax Receivable Agreement and accelerate its obligations thereunder. In addition, the structuring of future transactions may take into consideration A-A Mortgage's tax or other considerations even where no similar benefit would accrue to us. See "Certain Relationships and Related Party Transactions—Tax Receivable Agreement."

Our directors may have conflicts of interest because of their ownership of equity interests of, and their employment with, Apollo and our affiliates.

        Certain of our directors hold ownership interests in affiliates of Apollo and/or ownership in and employment positions with its affiliates. Such interests in affiliates of Apollo by our directors could create, or appear to create, potential conflicts of interest when our directors are faced with decisions that could have different implications for us and for Apollo or its affiliates. We cannot assure you that any conflicts of interest will be resolved in our favor. For a further description of our relationship with affiliates of Apollo, see "Certain Relationships and Related Party Transactions."

Our certificate of incorporation will contain a provision renouncing our interest and expectancy in certain corporate opportunities.

        Under our certificate of incorporation, none of Athene, Apollo, their respective affiliated funds, the companies owned by such funds, any affiliates of Athene, Apollo or any of their respective officers, directors, principals, partners, members, managers, employees, agents or other representatives will have

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any duty to refrain from engaging, directly or indirectly, in the same business activities, similar business activities or lines of business in which we operate. In addition, our certificate of incorporation provides that, to the fullest extent permitted by law, no officer or director of ours who is also an officer, director, principal, partner, member, manager, employee, agent or other representative of Athene, Apollo or their respective affiliates will be liable to us or our stockholders for breach of any fiduciary duty by reason of the fact that any such individual directs a corporate opportunity to Athene, Apollo or their respective affiliates and representatives, instead of us, or does not communicate information regarding a corporate opportunity to us that such individual has directed to Athene, Apollo or their respective affiliates and representatives. For instance, a director of our company who also serves as a director, officer or employee of Athene, Apollo or any of their portfolio companies, funds or other affiliates may pursue certain acquisitions or other opportunities that may be complementary to our business and, as a result, such acquisition or other opportunities may not be available to us. Upon consummation of this offering, our board of directors will consist of      members,      of whom will be employees of Apollo. These potential conflicts of interest could have a material and adverse effect on our business, financial condition, results of operations or prospects if attractive corporate opportunities are allocated by any of Athene, Apollo to itself or its affiliated funds, the portfolio companies owned by such funds or any of their affiliates instead of to us. A description of our obligations related to corporate opportunities under our certificate of incorporation are more fully described in "Description of Capital Stock—Corporate Opportunity."

No public market for our stock currently exists, and an active public trading market may not develop or be sustained following this offering.

        Prior to this offering, there has been no public market or active private market for our stock. Although our stock has been approved for listing on the                , an active trading market may not develop following the completion of this offering or, if developed, may not be sustained. The lack of an active market may impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the market price of your shares. An inactive market may also impair our ability to raise capital by selling stock and may impair our ability to acquire other companies or technologies by using our stock as consideration.

        The initial public offering price for our stock will be determined through negotiations among us and the underwriters, and may not bear any relationship to the market price at which our stock will trade after this offering or to any other established criteria of the value of our business. See "Underwriting (Conflict of Interest)." The price of our stock that will prevail in the market after this offering may be higher or lower than the price you pay, depending on many factors, many of which are beyond our control and may not be related to our operating performance.

The disparity in the voting rights among the classes of our common stock and inability of the holders of our Class A common stock to influence decisions submitted to a vote of our stockholders may have an adverse effect on the price of our Class A common stock.

        Holders of our Class A common stock and Class B common stock will vote together as a single class on almost all matters submitted to a vote of our stockholders. Shares of our Class A common stock and Class B common stock entitle the respective holders to identical non-economic rights, except that each share of our Class A common stock will entitle its holder to one vote on all matters to be voted on by stockholders generally, while each share of our Class B common stock will entitle its holder to ten votes on all matters to be voted on by stockholders generally. Upon the date on which the shares of Class B common stock held by A-A Mortgage and its permitted transferees represent less than 10% of our outstanding shares of common stock, each share of Class B common stock will entitle its holder to one vote per share of Class B common stock. See "Organizational Structure—Voting Rights of the Class A Common Stock and Class B Common Stock." We intend to enter into the Stockholders Agreement with A-A Mortgage. The Stockholders Agreement will give our controlling

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stockholder the right to nominate a majority of our directors after the consummation of this offering as long as our controlling stockholder beneficially owns    % or more of the combined voting power of our outstanding common stock and shall specify how our controlling stockholder's nominations rights shall decrease as our our controlling stockholder's beneficial ownership of our common stock also decreases. See "Management—Board Composition." The Stockholders Agreement sets forth certain information rights granted to A-A Mortgage. It also specifies that we will not take certain significant actions specified therein without the prior consent of A-A Mortgage. The difference in voting rights could adversely affect the value of our Class A common stock to the extent that investors view, or any potential future purchaser of our company views, the superior voting rights and implicit control of the Class B common stock to have value.

If we fail to maintain an effective system of internal controls, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

        As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, and the rules and regulations of the                . We expect that the requirements of these rules and regulations will increase our legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly and place significant strain on our personnel, systems and resources.

        The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures over financial reporting. We are continuing to develop and refine our disclosure controls, internal control over financial reporting and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers.

        Our current controls and any new controls we develop may become inadequate because of growth in our business. Further, weaknesses in our internal controls may be discovered in the future. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm our operating results or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior financial reporting periods. Any failure to implement and maintain effective internal controls also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will be required to include in our periodic reports we will file with the SEC under Section 404 of the Sarbanes-Oxley Act once we cease to be an emerging growth company. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the market price of our stock.

        We have expended and anticipate we will continue to expend significant resources, and we expect to provide significant management oversight, to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting. Any failure to maintain the adequacy of our internal controls, or consequent inability to produce accurate financial statements on a timely basis, could increase our operating costs and could materially impair our ability to operate our business and negatively impact our share price. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on the                .

        We are not currently required to comply with the SEC rules that implement Sections 302 and 404 of the Sarbanes-Oxley Act, and we are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a public company, we will be required to comply with certain of these rules, which will require management to

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certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting. To comply with the requirements of being a public company, we will need to undertake various actions, such as implementing new internal controls and procedures. Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until after we are no longer an emerging growth company. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating.

If our estimates or judgments relating to our critical accounting policies are based on assumptions that change or prove to be incorrect, our results of operations could fall below expectations of securities analysts and investors, resulting in a decline in the market price of our stock.

        The preparation of our financial statements in conformity with GAAP, as codified by the Financial Accounting Standards Board ("FASB"), requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as described in "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies," the results of which form the basis for making judgments about the carrying values of assets, liabilities, equity, revenue and expenses that are not readily apparent from other sources. Significant assumptions and estimates used in preparing our consolidated financial statements include those related to fair value measurements, loans held for sale, IRLCs, mortgage servicing rights and liability for losses under representations and warranties. If our assumptions change or if actual circumstances differ from those in our assumptions, our results of operations may be adversely affected and may fall below the expectations of securities analysts and investors, resulting in a decline in the market price of our stock.

Our stock price may be volatile, and you may not be able to resell our Class A common stock at or above the price you paid.

        Our stock price may be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control, including:

    a slowdown in the mortgage industry or the general economy;

    United States and international regulatory, political and economic factors unrelated to our performance;

    market conditions in the broader stock market;

    actual or anticipated quarterly or annual variations in our results of operations from those of our competitors;

    actual or anticipated changes in our growth rate relative to our competitors;

    changes in earnings estimates or recommendations by securities analysts;

    fluctuations in the values of companies perceived by investors to be comparable to us;

    competition from existing technologies and products or new technologies and products that may emerge;

    the entry into, modification or termination of customer contracts;

    developments with respect to intellectual property rights;

    sales, or the anticipation of sales, of our Class A common stock by us, our insiders or our other stockholders, including upon the expiration of contractual lock-up agreements;

    our ability to develop and market new and enhanced solutions on a timely basis;

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    our commencement of, or involvement in, litigation or governmental investigations;

    additions or departures of key management or technical personnel;

    changes in governmental regulations applicable to the market we serve;

    guidance, if any, that we may provide to the public, any changes in this guidance or our failure to meet this guidance;

    tax developments;

    announcements by us or our competitors of new products or services, significant contracts, commercial relationships, capital commitments or acquisitions;

    public response to press releases or other public announcements by us or third parties, including our filings with the SEC;

    default under agreements governing our indebtedness;

    exchange rate fluctuations; and

    other events or factors, including those from natural disasters, war, actors of terrorism or responses to these events.

        These and other factors, many of which are beyond our control, may cause our operating results and the market price and demand for our common stock to fluctuate substantially. While we believe that operating results for any particular quarter are not necessarily a meaningful indication of future results, fluctuations in our quarterly operating results may negatively affect the market price and liquidity of our stock. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the company that issued the stock. If any of our stockholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business, which could significantly harm our profitability and reputation.

        In addition, the stock markets, and the market for growth stocks in particular, have from time to time experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors may significantly affect the market price of our Class A common stock, regardless of our actual operating performance. You may not realize any return on your investment in us and may lose some or all of your investment.

Securities analysts may not publish favorable research or reports about our business or may publish no information at all, which could cause our stock price or trading volume to decline.

        The trading market for our Class A common stock will be influenced to some extent by the research and reports that industry or financial analysts publish about us and our business. We do not control these analysts. As a newly public company, we may be slow to attract research coverage and the analysts who publish information about our Class A common stock may have had relatively little experience with our company, which could affect their ability to accurately forecast our results and could make it more likely that we fail to meet their estimates. In the event we obtain securities or industry analyst coverage, if any of the analysts who cover us provide inaccurate or unfavorable research or issue an adverse opinion regarding our stock price, our stock price could decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports covering us, we could lose visibility in the market, which in turn could cause our stock price or trading volume to decline.

Because our initial public offering price is substantially higher than the as adjusted net tangible book value per share of our outstanding Class A common stock, new investors will incur immediate and substantial dilution.

        The initial public offering price is substantially higher than the as adjusted net tangible book value per share of Class A common stock based on our total tangible assets, which consist of our total assets,

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reduced by the amount of our total liabilities, goodwill and intangible assets immediately following this offering. Therefore, if you purchase shares of Class A common stock in this offering, you will experience immediate and substantial dilution of approximately $            per share in as adjusted net tangible book value, the difference between the price you pay for our Class A common stock and its as adjusted net tangible book value per share after completion of this offering. Please read "Dilution" for more information on this calculation. Furthermore, any issuance of shares in connection with acquisitions by us, the exercise of stock options or otherwise would dilute the percentage ownership held by the investors who purchase shares of our Class A common stock in this offering.

We do not anticipate paying any cash dividends in the foreseeable future, and accordingly, stockholders must rely on stock appreciation for any return on their investment.

        We do not currently anticipate declaring any cash dividends to holders of our Class A common stock in the foreseeable future. Consequently, investors must rely on sales of their Class A common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment. Investors seeking cash dividends should not invest in our Class A common stock.

Anti-takeover provisions contained in our certificate of incorporation could impair a takeover attempt.

        Certain provisions in our certificate of incorporation are intended to have the effect of delaying or preventing a change in control or changes in our management. For example, our certificate of incorporation includes provisions that establish an advance notice procedure for stockholder resolutions to be brought before an annual meeting of our stockholders, including proposed nominations of persons for election to our board of directors. These provisions could delay or prevent hostile takeovers and changes in control or changes in our management, even if these events would be beneficial for our stockholders. For further information regarding the anti-takeover provisions, please see the section entitled "Description of Capital Stock."

Future sales, or the perception of future sales, of our Class A common stock may depress the price of our Class A common stock. In addition, a significant portion of our Class A common stock is restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our Class A common stock to drop significantly, even if our business is doing well.

        If we sell, or any of our stockholders sells, a large number of shares of our Class A common stock, or if we issue a large number of shares in connection with future acquisitions, financings or other circumstances, the market price of our Class A common stock could decline significantly. Moreover, the perception in the public market that we or our stockholders might sell shares of our Class A common stock could depress the market price of those shares.

        We cannot predict the size of future issuances of our common stock or the effect, if any, that future issuances or sales of our shares will have on the market price of such shares. Sales of substantial amounts of our Class A common stock, including sales by significant stockholders, and shares issued in connection with any additional acquisition, may adversely affect prevailing market prices for our Class A common stock. Possible sales also may make it more difficult for us to sell equity or equity-related securities in the future at a time and price we deem necessary or appropriate. See "Shares Eligible for Future Sale."

        After this offering, we will have                shares of Class A common stock outstanding. We, all of our directors, executive officers, and certain of our stockholders have agreed to a 180-day lock-up period (subject to certain exceptions) provided under agreements executed in connection with this offering. Certain of our stockholders are selling Class A common shares in this offering outside of these lockup restrictions. See "Principal Stockholders." In addition,                             representatives of the underwriters of this offering, in their sole discretion, may release all or some portion of the Class A common stock subject to lock-up agreements at any time and for any reason. We also intend to file a

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Form S-8 under the Securities Act of 1933, as amended (the "Securities Act"), to register all Class A common stock that we may issue under our equity compensation plans. Moreover, A-A Mortgage, our controlling stockholder, has certain demand registration rights that could require us to file registration statements in connection with sales of our Class A common stock by such stockholder. See "Certain Relationships and Related Party Transactions—Registration Rights Agreement." Such sales by such stockholder could be significant. Once we register these shares, they can be freely sold in the public market upon issuance, subject to the lock-up agreements described in the "Underwriting (Conflict of Interest)" section of this prospectus. As restrictions on resale end, the market price of our Class A common stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them or are released from the restrictions of the lock-up agreements prior to their expiration, which may make it more difficult for you to sell your Class A common stock at a time and price that you deem appropriate.

Our amended and restated certificate of incorporation will designate a state or federal court located within the State of Delaware as the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders' ability to choose the judicial forum for disputes with us or our directors, officers or employees.

        Our amended and restated certificate of incorporation, which will become effective immediately prior to the completion of this offering, will provide that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for (1) any derivative action or proceeding brought on our behalf under Delaware law, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (3) any action arising pursuant to any provision of the Delaware General Corporation Law ("DGCL"), our amended and restated certificate of incorporation or bylaws, (4) any other action asserting a claim that is governed by the internal affairs doctrine, or (5) any other action asserting an "internal corporate claim," as defined in Section 115 of the DGCL, shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) in all cases subject to the court having jurisdiction over indispensable parties named as defendants. These exclusive-forum provisions do not apply to claims under the Securities Act or the Exchange Act.

        To the extent that any such claims may be based upon federal law claims, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.

        Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. However, our amended and restated certificate of incorporation, which will become effective immediately prior to the completion of this offering, contains a federal forum provision which provides that unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

        Any person or entity purchasing or otherwise acquiring any interest in any of our securities shall be deemed to have notice of and consented to this provision. This exclusive-forum provision may limit a stockholder's ability to bring a claim in a judicial forum of its choosing for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees and increase the costs to stockholders of bringing such a claim. If a court were to find the exclusive-forum provision in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could harm our results of operations.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus contains certain "forward-looking statements," as that term is defined in the U.S. federal securities laws. These forward-looking statements include, but are not limited to, statements other than statements of historical facts contained in this prospectus, including among others, statements relating to our future financial performance, our business prospects and strategy, anticipated financial position, liquidity and capital needs, the industry in which we operate and other similar matters. Words such as "anticipates," "expects," "intends," "plans," "predicts," "believes," "seeks," "estimates," "could," "would," "will," "may," "can," "continue," "potential," "should" and the negative of these terms or other comparable terminology often identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements, including the risks discussed in this prospectus. Factors, risks, and uncertainties that could cause actual outcomes and results to be materially different from those contemplated include, among others:

    the magnitude and duration of the COVID-19 pandemic, its impact on the U.S. and global economies and financial markets, and federal, state and local governmental responses to the pandemic;

    changes in our strategic objectives or operational strategies, including any new lines of business or new products and services that may subject us to additional risks;

    the occurrence of natural disasters or other events or circumstances that could impact our operations;

    volatility in our industry, the debt or equity markets, the general economy or the real estate finance and real estate markets specifically, whether the result of market events or otherwise;

    events or circumstances which undermine confidence in the financial markets or otherwise have a broad impact on financial markets, such as the sudden instability or collapse of large depository institutions or other significant corporations, terrorist attacks, natural or man-made disasters, or threatened or actual armed conflicts;

    changes in general business, economic, market, employment and political conditions, or in consumer confidence and spending habits from those expected;

    declines in real estate or significant changes in U.S. housing prices or activity in the U.S. housing market;

    the availability of, and level of competition for, attractive risk-adjusted opportunities to acquire mortgage loans and mortgage-related assets that satisfy our strategic objectives;

    the concentration of credit risks to which we are exposed;

    the degree and nature of our competition;

    our dependence on the performance of our subservicers;

    changes in personnel and lack of availability of qualified personnel at our subservicers;

    the availability, terms and deployment of short-term and long-term capital;

    the adequacy of our cash reserves and working capital;

    our ability to maintain the desired relationship between our financing and the interest rates and maturities of our assets;

    the timing and amount of cash flows, if any, derived from our assets;

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    unanticipated increases or volatility in interest rates, financing and other costs;

    the performance, financial condition and liquidity of borrowers;

    our ability to approve and monitor correspondent sellers and underwrite loans to investor standards;

    incomplete or inaccurate information or documentation provided by customers or counterparties, or adverse changes in the financial condition of our customers and counterparties;

    our indemnification and repurchase obligations in connection with mortgage loans we purchase and later sell or securitize;

    the quality and enforceability of the collateral documentation evidencing our ownership and rights in the assets which we acquire;

    increased rates of delinquency, default and/or decreased recovery rates on our loan portfolio;

    the performance of mortgage loans underlying MBS in which we retain credit risk;

    the availability of affordable financing arrangements, and our ability to comply with the financial covenants and other obligations under such financing arrangements;

    our dependence on short-term uncommitted warehouse financings;

    our ability to foreclose on our mortgage assets in a timely manner or at all;

    increased prepayments of the mortgages and other loans underlying our MBS or relating to our MSRs;

    the degree to which our hedging strategies may or may not protect us from interest rate volatility, and uncertainty regarding the impact of interest rate changes on the fair value of our MSRs as well as the cash flows associated with those MSRs;

    the effect of the accuracy of or changes in the estimates we make about uncertainties, contingencies and asset and liability valuations when measuring and reporting upon our financial condition and results of operations;

    our failure to maintain appropriate internal controls over financial reporting;

    technologies for loans and our ability to mitigate security risks and cyber intrusions;

    our ability to obtain and/or maintain licenses and other approvals in those jurisdictions where required to conduct our business;

    our ability to detect misconduct and fraud;

    our ability to comply with various federal, state and local laws and regulations that govern our business;

    developments in the secondary markets for our mortgage loan products;

    legislative and regulatory changes that impact the mortgage loan industry or housing market;

    changes in regulations or the occurrence of other events that impact the business, operations or prospects of government agencies such as Ginnie Mae, the FHA or the VA, the USDA, or GSEs such as Fannie Mae or Freddie Mac, or such changes that increase the cost of doing business with such entities;

    the Dodd-Frank Act and its implementing regulations and regulatory agencies, and any other legislative and regulatory changes that impact the business, operations or governance of mortgage lenders;

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    the CFPB, and its issued and future rules and the enforcement thereof;

    changes in government support of homeownership;

    changes in government or government sponsored home affordability programs;

    changes in governmental regulations, accounting treatment, tax rates and similar matters; and

    our failure to deal appropriately with issues that may give rise to reputational risk.

        Many of the important factors that will determine these results are beyond our ability to control or predict. You are cautioned not to put undue reliance on any forward-looking statements, which speak only as of the date of this prospectus. Except as otherwise required by law, we do not assume any obligation to publicly update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events. You should refer to the "Risk Factors" section of this prospectus for a discussion of other important factors that may cause actual results to differ materially from those expressed or implied by the forward-looking statements.

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OUR ORGANIZATIONAL STRUCTURE

        AmeriHome, Inc., a Delaware corporation, was formed on August 6, 2020 and is the issuer of the Class A common stock offered by this prospectus. Prior to this offering and the Transactions (as defined below), all of our business operations have been conducted through Aris Holding and its direct and indirect subsidiaries and the only owners of Aris Holding are management and certain other employees and directors and A-A Mortgage.

Existing Organization

        Aris Holding is treated as a partnership for U.S. federal income tax purposes and, as such is generally not subject to any U.S. federal entity-level income taxes. Taxable income or loss of Aris Holding is included in the U.S. federal income tax returns of Aris Holding's members. Prior to the consummation of this offering, the only members of Aris Holding were management and certain other employees and directors and A-A Mortgage.

Transactions

        We will consummate the following organizational transactions in connection with this offering:

    we will amend and restate the existing limited liability company agreement of Aris Holding, to, among other things, (i) recapitalize all existing membership interests (including existing vested profit units and all unvested profit units, which are expected to vest in connection with this offering) in Aris Holding into                 LLC Interests and (i) appoint AmeriHome, Inc. as the sole managing member of Aris Holding;

    we will amend and restate AmeriHome, Inc.'s certificate of incorporation to, among other things, provide for Class A common stock and Class B common stock, with each share of our Class A common stock entitling its holders to one vote per share on all matters presented to our stockholders generally and each share of our Class B common stock entitling its holders to ten votes per share on all matters presented to our stockholders generally;

    we will issue                shares of our Class B common stock to A-A Mortgage, which shall be equal to the number of LLC Interests held by A-A Mortgage immediately following the Transactions;

    the holders of the                LLC Interests received in connection with the recapitalization of the existing profit units in Aris Holding will contribute all of such LLC Interests to AmeriHome, Inc. in exchange for                newly-issued shares of Class A common stock;

    A-A Mortgage will distribute                 LLC Interests to the Existing Equity Owners;

    we will issue                shares of our Class A common stock to the purchasers in this offering (or                shares if the underwriters exercise their option in full to purchase additional shares of Class A common stock) in exchange for net proceeds herefrom of approximately $            (or approximately $            if the underwriters exercise in full their option to purchase additional shares of Class A common stock), based upon an assumed initial public offering price of $            per share (which is the midpoint of the estimated price range set forth on the cover page of this prospectus), less the underwriting discounts and commissions and estimated offering expenses payable by us;

    we will use the net proceeds from this offering to purchase                 LLC Interests from the Existing Equity Owners at a price per unit equal to the initial public offering price per share of Class A common stock in this offering less the underwriting discounts and commissions and estimated offering expenses payable by us;

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    AmeriHome, Inc., Aris Holding and A-A Mortgage (or certain permitted transferees thereof including the Existing Equity Owners) will enter into the Exchange Agreement;

    AmeriHome, Inc. and A-A Mortgage (or certain permitted transferees thereof including the Existing Equity Owners) will enter into the Tax Receivable Agreement;

    AmeriHome, Inc., A-A Mortgage and certain limited partners of A-A Mortgage will enter into the Registration Rights Agreement; and

    AmeriHome, Inc. and A-A Mortgage will enter into the Stockholders Agreement.

      We collectively refer to the foregoing organizational transactions as the "Transactions."

Organizational Structure Following this Offering

        Immediately following the consummation of the Transactions (including this offering):

    AmeriHome, Inc. will be a holding company and its principal asset will be the LLC Interests it purchases from the Existing Equity Owners;

    AmeriHome, Inc. will be the sole managing member of Aris Holding and will control the business and affairs of Aris Holding and its subsidiaries;

    AmeriHome, Inc. will own                 LLC Interests, representing approximately        % of the economic interest in the business of Aris Holding (or                 LLC Interests, representing approximately        % of the economic interest in the business of Aris Holding if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

    A-A Mortgage will own (i)                  LLC Interests, representing approximately        % of the economic interest in the business of Aris Holding (or                 LLC Interests, representing approximately        % of the economic interest in the business of Aris Holding if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and (ii)                 shares of Class B common stock of AmeriHome, Inc., representing approximately        % of the combined voting power of all of AmeriHome, Inc.'s common stock (or                shares of Class B common stock, representing approximately         % of the combined voting power of all of AmeriHome, Inc.'s common stock if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

    Management and certain other employees and directors will own (i)                 shares of Class A common stock of AmeriHome, Inc., representing approximately        % of the combined voting power of all of AmeriHome, Inc.'s common stock (or                shares of Class A common stock, representing approximately        % of the combined voting power of all of AmeriHome, Inc.'s common stock if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and (ii) indirectly through AmeriHome, Inc.'s ownership of LLC Interests, approximately        % of the economic interest in the business of Aris Holding;

    The purchasers in this offering will own (i)                 shares of Class A common stock of AmeriHome, Inc., representing approximately        % of the combined voting power of all of AmeriHome, Inc.'s common stock (or                shares of Class A common stock, representing approximately        % of the combined voting power of all of AmeriHome, Inc.'s common stock if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and (ii) indirectly through AmeriHome, Inc.'s ownership of LLC Interests, approximately        % of the economic interest in the business of Aris Holding.

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        The diagram below depicts our organizational structure after giving effect to the Transactions, including this offering, assuming no exercise by the underwriters of their option to purchase additional shares of Class A common stock.

GRAPHIC


(1)
Excludes up to                 shares of Class A common stock that may be issuable to senior management in connection with the settlement of awards granted under the Transaction Bonus Agreements described more fully in "Executive Compensation—Transaction Bonus Agreements."

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        As the sole managing member of Aris Holding, we will operate and control all of the business and affairs of Aris Holding and, through Aris Holding and its direct and indirect subsidiaries, conduct our business. Following the Transactions and the consummation of this offering, we will record a significant non-controlling interest in our consolidated subsidiary, Aris Holding, relating to the ownership interest of A-A Mortgage. Accordingly, although AmeriHome, Inc. will have a minority economic interest in Aris Holding, it will control the management of Aris Holding as the sole managing member. As a result, AmeriHome, Inc. will consolidate Aris Holding and record a non-controlling interest in consolidated entity for the economic interest in Aris Holding held by A-A Mortgage.

        Unless otherwise indicated, this prospectus assumes the shares of Class A common stock are offered at $            per share (the midpoint of the estimated price range set forth on the cover page of this prospectus), assumes no exercise of the underwriters' option to purchase up to an additional            shares of Class A common stock from us, excludes up to                  shares of Class A common stock issuable to senior management in connection with the settlement of awards granted under the Transaction Bonus Agreements described more fully in "Executive Compensation—Transaction Bonus Agreements" and gives effect to the completion of the Transactions.

Incorporation of AmeriHome, Inc.

        AmeriHome, Inc., the issuer of the Class A common stock offered by this prospectus, was incorporated as a Delaware corporation on August 6, 2020. AmeriHome, Inc. has not engaged in any material business or other activities except in connection with its formation and the Transactions. The amended and restated certificate of incorporation of AmeriHome, Inc. that will become effective immediately prior to the consummation of this offering will, among other things, authorize two classes of common stock, Class A common stock and Class B common stock, each having the terms described in "Description of Capital Stock."

        Following this offering, A-A Mortgage will hold a number of shares of our Class B common stock equal to the number of LLC Interests held by A-A Mortgage, each of which provides its holder with no economic rights but entitles the holder to ten votes on matters presented to AmeriHome, Inc.'s stockholders, as described in "Description of Capital Stock—Class B Common Stock." Upon the date on which the shares of Class B common stock held by A-A Mortgage and its permitted transferees represent less than 10% of our outstanding shares of common stock, each share of Class B common stock will entitle its holder to one vote per share of Class B common stock. Shares of our common stock will generally vote together as a single class on all matters submitted to a vote of our stockholders, except as otherwise required by applicable law.

Reclassification and Amendment and Restatement of the Aris Holding Limited Liability Company Agreement

        Prior to or substantially concurrently with the consummation of this offering, the existing limited liability company agreement Aris Holding will be amended and restated to, among other things, recapitalize its capital structure by creating a single new class of limited liability company interests that we refer to as "LLC Interests." See "Certain Relationships and Related Party Transactions—Aris Holding LLC Agreement."

Exchange Agreement

        We, Aris Holding and A-A Mortgage will enter into the Exchange Agreement substantially concurrently with the consummation of this offering under which A-A Mortgage (or certain permitted transferees thereof including the Existing Equity Owners) will have the right, subject to the terms of the Exchange Agreement, to exchange its LLC Interests, together with a corresponding number of shares of Class B common stock, for newly-issued shares of our Class A common stock on a

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one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends, reclassifications and other similar transactions, or, at our election (determined by a majority of the disinterested members of our board of directors or a committee of disinterested members of our board of directors), a cash payment. The Exchange Agreement will also provide that as a general matter A-A Mortgage (or such permitted transferee thereof) will not have the right to exchange LLC Interests if we determine that such exchange would be prohibited by law or regulation or would violate other agreements with us to which such owner may be subject, including the Aris Holding LLC Agreement. We may impose additional restrictions on exchange that we determine to be necessary or advisable so that Aris Holding is not treated as a "publicly traded partnership" for U.S. federal income tax purposes. As a holder exchanges LLC Interests and Class B common stock for shares of Class A common stock, the number of LLC Interests held by AmeriHome Inc. will correspondingly increase as it acquires the exchanged LLC Interests, and a corresponding number of shares of Class B common stock are cancelled. In the event we elect to pay a holder cash in an exchange, we will cause Aris Holding to cancel the LLC Interests we acquire from such holder and the corresponding number of shares of Class B common stock we acquire will be cancelled by us. See "Certain Relationships and Related Party Transactions—Exchange Agreement."

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USE OF PROCEEDS

        We estimate that the net proceeds to us from this offering will be approximately $             million after deducting the underwriting discounts and commissions and our other estimated offering expenses (assuming an initial public offering price of $            per share, which is the mid-point of the estimated offering price range set forth on the cover page of this prospectus). We estimate that the offering expenses (other than any underwriting discounts) will be approximately $             million.

        We intend to use the net proceeds from this offering to purchase                LLC Interests from the Existing Equity Owners at a price per unit equal to the initial public offering price per share of Class A common stock in this offering less the underwriting discounts and commissions and estimated offering expenses payable by us.

        A $1.00 increase (decrease) in the assumed initial public offering price of $            per share would increase (decrease) the amount of net proceeds to us from this offering by $            , assuming the number of shares of Class A common stock offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

        Each 1,000,000 share increase (decrease) in the number of shares offered by us in this offering would increase (decrease) the net proceeds to us from this offering by approximately $            , assuming that the price per share for the offering remains at $            (which is the mid-point of the estimated price range set forth on the cover page of this prospectus), and after deducting the underwriting discount and estimated offering expenses payable by us.

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DIVIDEND POLICY

        We currently intend to retain any future earnings and do not anticipate paying any cash dividends on our Class A common stock in the foreseeable future following the consummation of this offering. Holders of our Class B common stock are not entitled to participate in any dividends declared by our board of directors. Any determination to declare dividends will be made at the discretion of our board of directors and will depend on, among other factors, our financial condition, operating results, liquidity, capital requirements, general business conditions and other factors that our board of directors may deem relevant. Our ability to pay dividends on our Class A common stock may be limited by the terms of our existing indebtedness in certain circumstances and may be restricted by the terms of any future credit agreement or any future debt or preferred securities of ours or of our subsidiaries. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources."

        Subject to having available cash and subject to the limitations imposed by applicable law and contractual restrictions (including pursuant to our credit agreements), the Aris Holding LLC Agreement requires Aris Holding to make certain distributions to us and A-A Mortgage (or certain permitted transferees thereof including the Existing Equity Owners), on a pro rata basis, to facilitate their payment of taxes with respect to the income of Aris Holding that is allocated to us and A-A Mortgage (or certain permitted transferees thereof including the Existing Equity Owners). See "Related Party Transactions—Aris Holding LLC Agreement." To the extent that the tax distributions we receive exceed the amount that we are actually required to pay taxes, tax receivable agreement payments and other expenses, we will not be required to distribute such excess cash. Our board of directors may, in its sole discretion, choose to use such excess cash for any purpose depending upon the facts and circumstances at the time of determination.

        As part of the Transactions, Aris Holding will make a cash distribution to A-A Mortgage in an aggregate amount of $            . We refer to this distribution as the "Special Dividend."

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CAPITALIZATION

        The following table sets forth our cash and capitalization as of June 30, 2020:

    on an actual basis, derived from our predecessor's unaudited historical consolidated balance sheet as of June 30, 2020, included elsewhere in the prospectus;

    on a pro forma basis giving effect to the Transactions (but prior to giving effect to this offering), debt co-issued by Aris Holding and an affiliate thereof in the aggregate principal amount of $            on                , 2020 and cash distributions of $            made by Aris Holding declared and paid on                , 2020; and

    on a pro forma as adjusted basis, giving effect both to the Transactions and this offering, assuming an initial public offering price of $            per share of Class A common stock, which is the mid-point of the estimated offering price range set forth on the cover page of this prospectus, and after deducting the underwriting discounts and commissions and estimated offering expenses.

        You should read this table in conjunction with "Use of Proceeds," "Selected Historical Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and accompanying notes thereto included elsewhere in this prospectus.

 
  June 30, 2020  
 
  Actual   Pro Forma   Pro Forma, As
Adjusted
 
 
  (Unaudited)
 
 
  (Dollars in thousands, except
share and per share data)

 

Cash and cash equivalents

  $ 501,374              

Debt(1):

                   

Warehouse borrowings

  $ 1,740,881              

Series 2019-GT1 Term Notes

    223,193              

Secured borrowings

    155,155              

Total debt

    2,119,229              

Capital

                   

Class A common stock, $        par value; no shares authorized, issued and outstanding actual;             shares authorized and             shares issued and outstanding, as adjusted

                 

Class B common stock, $        par value; no shares authorized, issued and outstanding actual;             shares authorized and             shares issued and outstanding, as adjusted

                 

Additional paid-in capital

                 

Accumulated income (deficit)

    661,348              

Member's equity

    502,968              

Total capital

    1,164,316              

Total capitalization

  $ 3,283,545              

(1)
Net of issuance costs.

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DILUTION

        A-A Mortgage will own LLC Interests after the Transactions. Because A-A Mortgage does not own any Class A common stock or have any right to receive distributions from AmeriHome, Inc., we have presented dilution in pro forma net tangible book value per share both before and after this offering assuming that all of the holders of LLC Interests (other than AmeriHome, Inc.) had their LLC Interests exchanged for newly-issued shares of Class A common stock on a one-for-one basis and the transfer to the Company and cancellation for no consideration of all of their shares of Class B common stock (which are not entitled to receive distributions or dividends, whether cash or stock from AmeriHome, Inc.) in order to more meaningfully present the dilutive impact on the investors in this offering. We refer to the assumed exchange of all LLC Interests for shares of Class A common stock as described in the previous sentence as the "Assumed Exchange."

        Dilution is the amount by which the offering price paid by the purchasers of the Class A common stock in this offering exceeds the pro forma net tangible book value per share of Class A common stock after the offering. Aris Holding's pro forma net tangible book value as of June 30, 2020 prior to this offering and after giving effect to the other Transactions and the Assumed Exchange was a deficit of $            . Pro forma net tangible book value per share prior to this offering is determined by subtracting our total liabilities from the total book value of our tangible assets and dividing the difference by the number of shares of Class A common stock deemed to be outstanding after giving effect to the Assumed Exchange.

        If you invest in our Class A common stock in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share and the pro forma net tangible book value per share of our Class A common stock after this offering.

        After giving effect to (i) the Transactions, including the sale of                shares of Class A common stock sold by us in this offering at an assumed initial public offering price of $            per share of Class A common stock, which is the mid-point of the estimated offering price range set forth on the cover page of this prospectus, and (ii) the Assumed Exchange, and after deducting the underwriting discounts and commissions in connection with this offering and estimated offering expenses payable by us and the application of the net proceeds therefrom as described in "Use of Proceeds," our as adjusted net tangible book value as of June 30, 2020 would have been $            , or $            per share of Class A common stock. This represents an immediate increase in as adjusted net tangible book value of $            per share of Class A common stock and an immediate dilution in as adjusted net tangible book value $            per share of Class A common stock to new investors who purchase Class A common stock in this offering. The following table illustrates this dilution to new investors on a per share basis:

Assumed initial public offering price per share of Class A common stock

  $    

Net tangible book value per share as of June 30, 2020

  $    

Increase in net tangible book value per share attributable to new investors in this offering

  $    

As adjusted net tangible book value per share after this offering

  $    

Dilution of net tangible book value per share to new investors

  $    

        A $1.00 increase or decrease in the assumed initial public offering price of $            per share of Class A common stock, which is the mid-point of the price range set forth on the cover page of this prospectus, would increase or decrease total net tangible book value per share after this offering by $            per share of Class A common stock and dilution to new investors by $            per share of Class A common stock, assuming that the number of shares of Class A common stock offered by us set forth on the front cover of this prospectus remains the same, and after deducting the underwriting

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discounts and commissions in connection with this offering and estimated offering expenses payable by us.

        The following table summarizes, as of June 30, 2020, on the as adjusted basis described above (including the Assumed Exchange), the total number of shares of Class A common stock purchased from us, the total consideration paid to us and the average price paid per share by the existing stockholders and by new investors purchasing shares from us in this offering, based on an assumed initial public offering price of $            per share of Class A common stock, which is the mid-point of the estimated offering price range set forth on the cover page of this prospectus, before deducting the underwriting discounts and commissions in connection with this offering and estimated offering expenses payable by us (amounts in thousands, except percentages and per share data):

 
  Shares of Class A
Common
Stock Purchased
   
   
   
 
 
  Total Consideration    
 
 
  Average
Price Per
Share
 
 
  Number   Percent   Amount   Percent  

Existing stockholders

            %           % $           

New investors

                               

Total

            %           % $           

        A $1.00 increase or decrease in the assumed initial public offering price of $            per share of Class A common stock, the mid-point of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease total consideration paid by new investors in the Class A common stock and total consideration paid by all holders of Class A common stock by $             million, assuming that the number of shares of Class A common stock offered by us set forth on the front cover of this prospectus remains the same, and after deducting the underwriting discounts and commissions in connection with this offering and estimated offering expenses payable by us.

        An increase or decrease of 1,000,000 shares in the number of shares of Class A common stock offered by us would increase or decrease the total consideration paid to us by new investors in the Class A common stock and total consideration paid to us by all holders of Class A common stock by $             million, based on an assumed initial public offering price of $            per share, which is the mid-point of the estimated offering price range set forth on the cover page of this prospectus, and after deducting the underwriting discounts and commissions in connection with this offering and estimated offering expenses payable by us.

        If the underwriters exercise in full their option to purchase additional shares of Class A common stock, the number of shares of Class A common stock held by existing stockholders after the completion of this offering will be                , or        % of the total number of shares of Class A common stock outstanding after this offering, and the number of shares of Class A common stock held by new investors will be                , or        % of the total number of shares of Class A common stock outstanding after this offering.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

        The following table sets forth our predecessor Aris Holding's selected financial and operating data as of the dates and for the financial reporting periods indicated. The selected historical financial and operating data as of December 31, 2019 and 2018 and for the years ended December 31, 2019 and 2018 have been derived from our predecessor Aris Holding's audited consolidated financial statements included elsewhere in this prospectus. The selected historical financial and operating data as of June 30, 2020 and 2019 and for the six months ended June 30, 2020 and 2019 have been derived from our predecessor Aris Holding's unaudited consolidated financial statements included elsewhere in this prospectus. See "Presentation of Financial Information."

        The selected historical financial information is not necessarily indicative of the results that may be expected in any future financial reporting period, and our results of operations for any interim financial reporting period are not necessarily indicative of the results to be expected for the full year. The following selected financial and operating data should be read in conjunction with "Capitalization," "Prospectus Summary—Summary Historical Financial and Operating Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and related notes appearing elsewhere in this prospectus.

Statement of Income Data

 
  Six months ended
June 30,
  Year ended December 31,  
 
  2020   2019   2019   2018  
 
  (Unaudited)
  (Audited)
 
 
  (Amounts in thousands)
 

Revenues

                         

Net gains on loans held for sale

  $ 339,027   $ 84,497   $ 229,239   $ 82,376  

Net loan servicing revenue

    39,858     74,138     71,052     129,453  

Loan acquisition and origination revenue

    40,664     31,238     71,783     60,159  

Other income

    12,871     24,729     37,546     53,804  

Net interest income (expense)

    9,615     3,707     9,090     (345 )

Total net revenues

    442,035     218,309     418,710     325,447  

Expenses

   
 
   
 
   
 
   
 
 

Compensation

    85,999     53,174     108,208     94,191  

Loan servicing

    37,294     26,141     60,103     58,748  

Loan acquisition and origination

    16,087     12,783     27,971     24,097  

Other expenses

    27,660     23,557     47,903     43,441  

Total expenses

    167,040     115,655     244,185     220,477  

Net income

  $ 274,995   $ 102,654   $ 174,525   $ 104,970  

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Balance Sheet Data

 
  June 30,   December 31,  
 
  2020   2019   2019   2018  
 
  (Unaudited)
  (Audited)
 
 
  (Amounts in thousands)
 

Assets

                         

Cash

  $ 501,374   $ 78,338   $ 93,581   $ 70,111  

Loans held for sale

    1,902,953     2,164,830     2,648,609     1,714,066  

Mortgage servicing rights

    736,657     747,168     893,193     754,940  

Servicing advances, net

    35,085     17,929     50,326     31,040  

Other assets

    897,680     392,373     525,524     298,934  

Total assets

  $ 4,073,749   $ 3,400,638   $ 4,211,233   $ 2,869,091  

Liabilities and member's equity

                         

Borrowings

  $ 2,119,229   $ 2,269,536   $ 2,856,742   $ 1,870,595  

Other liabilities

    790,204     313,281     464,757     211,472  

Total liabilities

    2,909,433     2,582,817     3,321,499     2,082,067  

Member's equity

    1,164,316     817,821     889,734     787,024  

Total liabilities and member's equity

  $ 4,073,749   $ 3,400,638   $ 4,211,233   $ 2,869,091  

Non-GAAP Financial Measures

 
  Six months ended
June 30,
  Year ended
December 31,
 
 
  2020   2019   2019   2018  
 
  (unaudited)
  (audited)
 
 
  (Amounts in thousands)
 

Non-GAAP financial measures

                         

Adjusted After-Tax Net Income(1)

  $ 217,544   $ 83,591   $ 143,977   $ 89,304  

(1)
We define "Adjusted After-Tax Net Income" as tax-effected earnings before limited partner related management expenses and stock-based compensation expense, and the tax effects of those adjustments. For a more specific and thorough discussion on Adjusted After-Tax Net Income, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures."

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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

        We have derived the unaudited pro forma consolidated statement of income for the six months ended June 30, 2020 and the year ended December 31, 2019 and the unaudited pro forma consolidated balance sheet as of June 30, 2020 set forth below by the application of pro forma adjustments to the consolidated financial statements of Aris Holding and its subsidiaries included elsewhere in this prospectus.

        The unaudited pro forma consolidated statement of income for the six months ended June 30, 2020 and the year ended December 31, 2019 and the unaudited pro forma consolidated balance sheet as of June 30, 2020 present our consolidated results of operations and financial position to give pro forma effect to all of the reorganization transactions described in "Our Organizational Structure," the sale of shares in this offering (excluding shares issuable upon exercise of the underwriters' option to purchase additional shares), the issuance by a wholly-owned subsidiary of Aris Holding of $             million of debt, the Special Dividend described in "Dividend Policy," and the application of the net proceeds by us from this offering and the other transactions described elsewhere in this section, as if all such transactions had been completed as of January 1, 2019 with respect to the unaudited pro forma consolidated statement of income, and as of June 30, 2020, with respect to the unaudited pro forma consolidated balance sheet, as applicable. The unaudited pro forma consolidated financial information reflects pro forma adjustments that are described in the accompanying notes and are based on available information and certain assumptions we believe are reasonable, but are subject to change. We have made, in our opinion, all adjustments that are necessary to present fairly the pro forma consolidated financial data.

        The pro forma adjustments principally give effect to the following items:

    the Transactions described in "Our Organizational Structure," including this offering and the payment by us of fees and expenses related to this offering and the use of the proceeds as described in "Use of Proceeds;"

    a provision for federal, state and local income taxes of AmeriHome, Inc. as a taxable corporation at an effective rate of         % and        % for the six months ended June 30, 2020 and the year ended December 31, 2019, respectively, which includes a provision for U.S. federal income taxes and assumes the highest statutory rates applied to income apportioned to each state and local jurisdiction; and

    the Special Dividend and the issuance by a wholly-owned subsidiary of Aris Holding of $             million aggregate principal amount of debt on                        , 2020 by Aris Holding on                , 2020.

        Except as otherwise indicated, the unaudited pro forma consolidated financial information presented assumes no exercise by the underwriters of their option to purchase additional shares of Class A common stock in the offering.

        As a public company, we will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. We expect to incur additional annual expenses related to these steps and, among other things, additional directors' and officers' liability insurance, director fees, reporting requirements of the SEC, transfer agent fees, hiring additional accounting, legal and administrative personnel, increased auditing and legal fees and similar expenses. We have not included any pro forma adjustments relating to these costs. AmeriHome, Inc. was formed on August 6, 2020 and will have no material assets or results of operations until the completion of this offering and therefore its historical financial information is not included in the unaudited pro forma consolidated financial information. See "Basis of Presentation" in our consolidated financial statements included elsewhere in this prospectus.

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        The unaudited pro forma consolidated financial information is presented for informational purposes only and should not be considered indicative of actual results of operations that would have been achieved had the Transactions, Special Dividend, debt issuance and this offering been consummated on the dates indicated, and do not purport to be indicative of statements of financial condition data or results of operations as of any future date or for any future period. You should read our unaudited pro forma consolidated financial information and the accompanying notes in conjunction with all of the historical financial statements and related notes included elsewhere in this prospectus and the financial and other information included elsewhere in this prospectus, including information contained in "Risk Factors," "Use of Proceeds," "Capitalization," "Selected Historical Consolidated Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

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AmeriHome, Inc. and Subsidiaries

Unaudited Pro Forma Consolidated Balance Sheet

as of June 30, 2020

 
  Aris Mortgage
Holding
Company, LLC
Actual
  Pro Forma
Adjustments
  AmeriHome, Inc.
Pro Forma
 
 
  (Amounts in thousands)
 

Assets

                   

Cash

  $ 501,374       (1)      

Restricted cash

    7,000              

Loans held for sale

    1,902,953              

Mortgage servicing rights

    736,657              

Derivative assets, net

    96,549              

Servicing advances, net

    35,085              

Accounts receivable

    45,492              

Fixed assets and software, net

    13,155              

Loans eligible for repurchase

    683,022              

Deferred tax asset

          (2)      

Other assets

    52,462              

Total assets

  $ 4,073,749              

Liabilities and member's/stockholders' equity

                   

Liabilities:

                   

Warehouse borrowings

  $ 1,740,881              

Notes payable

    368,380       (3)      

Other borrowings

    9,968              

Derivative liabilities, net

    16,200              

Liability for losses under representations and warranties

    14,307              

Liability for loans eligible for repurchase

    683,022              

Tax receivable agreement liability

          (2)      

Accounts payable and accrued expenses

    76,675       (2)      

Total liabilities

    2,909,433              

Member's/stockholders' equity:

                   

Class A units,            units authorized, issued and outstanding as of June 30, 2020

    499,855       (4)      

Member's equity attributable to Class T1 units and Class P1 units from profits units plan

    3,113       (4)      

Class A common stock, par value $            per share; no shares authorized, issued and outstanding, actual;            shares authorized and            shares issued and outstanding, as adjusted

          (5)      

Class B common stock, par value $            per share; no shares authorized, issued and outstanding, actual;            shares authorized, issued and outstanding, as adjusted

          (5)      

Additional paid-in capital

          (4)(6)      

Accumulated income (deficit)

    661,348       (4)(7)      

Noncontrolling interest

          (4)      

Total member's/stockholders' equity

    1,164,316              

Total liabilities and member's/stockholders' equity

  $ 4,073,749              

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Notes to the Unaudited Pro Forma Consolidated Balance Sheet

(1)
Reflects the net effect on cash of (i) the receipt of net proceeds of the issuance by a wholly-owned subsidiary of Aris Holding of $             million aggregate principal amount of debt on                        , 2020, (ii) the Special Dividend to A-A Mortgage in an aggregate amount of $            on             , 2020 and (iii) the receipt of offering proceeds to us of $             million, based on the assumed sale of shares of Class A common stock at an assumed initial public offering of $            per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, after deducting the underwriting discount and estimated offering expenses payable by us. We intend to use the net proceeds from this offering to purchase                         LLC Interests from the Existing Equity Owners at an assumed price per unit of $            , which is equal to the assumed initial public offering price per share of Class A common stock (based on the mid-point of the estimated offering price range set forth on the cover page of this prospectus) less the underwriting discounts and commissions and estimated offering expenses payable by us. See "Use of Proceeds."

(2)
We are subject to U.S. federal, state and local income taxes. As a result, the pro forma consolidated balance sheet reflects an adjustment for income taxes payable of $             thousand for our projected share of taxable profits from Aris Holding. The net deferred tax asset includes: (i)  $             thousand related to temporary differences between the book basis and tax basis of our interests in Aris Holding; and (ii) $             thousand related to tax benefits from future deductions attributable to payments under the Tax Receivable Agreement. We recorded a valuation allowance of $             thousand for those deferred tax assets that we determined are more likely than not to be realized. We determined it is more likely than not that the remaining $             thousand of deferred tax assets will result in ordinary income tax deductions that will be realized based on projections of future taxable income. We will continue to assess all positive and negative evidence, and adjust the valuation allowance to the extent it is more likely than not its assessment changes.

    As described in "Our Organizational Structure" and "Certain Relationships and Related Party Transactions—Tax Receivable Agreement," in connection with the completion of this offering, we will enter into a Tax Receivable Agreement with A-A Mortgage, which provides for the payment to A-A Mortgage (or certain permitted transferees thereof including the Existing Equity Owners) of 85% of the tax benefits, if any, that we realize as a result of the purchase of        % of Aris Holding. The Tax Receivable Agreement will be recorded as a contingent liability, with amounts accrued when considered probable and reasonably estimable. We will record a liability of $            based on an estimate of the aggregate amount it will pay to A-A Mortgage under the Tax Receivable Agreement as a result of the Transactions. We will record a deferred tax asset of $             thousand, net of a valuation allowance of $             thousand, related to tax benefits from future deductions attributable to payments under the Tax Receivable Agreement as a result of the Transactions. Additionally, we will record a decrease to additional paid-in capital of $             thousand, which is equal to the difference between the increase in deferred tax assets and the increase in liabilities due to Existing Equity Owners under the Tax Receivable Agreement.

(3)
Reflects the debt issued by a wholly-owned subsidiary of Aris Holding in the aggregate principal amount of $             million on                        , 2020.

(4)
As described in "Our Organizational Structure," we will become the sole managing member of Aris Holding and will control the business and affairs of Aris Holding and its subsidiaries. As a result, we will consolidate the financial results of Aris Holding and will report a noncontrolling interest for LLC Interests in Aris Holding held by A-A Mortgage on our consolidated balance sheet. Immediately following the Transactions, the LLC Interests held by the noncontrolling interest will be approximately        %. If the underwriters exercise their option to purchase in full additional

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    shares of our Class A common stock, the LLC Interests held by the noncontrolling interest would be approximately        %.

(5)
Reflects the issuance of (i)                         shares of Class A common stock to management and certain employees in exchange for the contribution of                          LLC Interests received by them in connection with the settlement of profit units of Aris Holding, (ii)                         shares of Class A common stock to senior management in connection with the assumed settlement of awards under the Transaction Bonus Agreements into Class A common stock as described in "Executive Compensation" and (iii)                         shares of Class B common stock to A-A Mortgage, which is an amount equal to the number of LLC Interests to be held by A-A Mortgage immediately following the Transactions. See "Our Organizational Structure."

(6)
Represents an adjustment to additional paid-in capital to reflect, in addition to items described in Note (5) above, the net adjustment resulting from the recognition of a deferred tax asset.

(7)
Represents an adjustment to accumulated income (deficit) to reflect, in addition to items described in Note (5) above, the net adjustment from recognition of income taxes payable.

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AmeriHome, Inc. and Subsidiaries

Unaudited Pro Forma Consolidated Statement of Income

Six Months Ended June 30, 2020

 
  Aris Mortgage
Holding
Company, LLC
Actual
  Pro Forma
Adjustments
  AmeriHome, Inc.
Pro Forma
 
 
  (Amounts in thousands, except unit data)
 

Revenues

                   

Net gains on loans held for sale

  $ 339,027              

Net loan servicing revenue

    39,858              

Loan acquisition and origination fees

    40,664              

Other income

    12,871              

Net interest income (expense)

                   

Interest income

    38,892              

Interest expense

    (29,277 )     (1)      

Net interest income (expense)

    9,615              

Total net revenues

    442,035              

Expenses

                   

Compensation

    85,999       (2)      

Loan servicing

    37,294              

Loan acquisition and origination

    16,087              

Technology

    5,396              

Occupancy

    1,670              

Other expenses

    20,594       (3)      

Total expenses

    167,040              

Pre-tax income

    274,995              

Provision for income taxes

          (4)      

Net income attributable to controlling and noncontrolling interests

    274,995              

Net income attributable to noncontrolling interest

                 

Net income attributable to controlling interest

  $ 274,995              

Earnings per unit

                   

Basic

                   

Diluted

                   

Weighted average units outstanding

                   

Basic

                   

Diluted

                   

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AmeriHome, Inc. and Subsidiaries

Unaudited Pro Forma Consolidated Statement of Income

Year Ended December 31, 2019

 
  Aris Mortgage
Holding
Company, LLC
Actual
  Pro Forma
Adjustments
  AmeriHome, Inc.
Pro Forma
 
 
  (Amounts in thousands, except unit data)
 

Revenues

                   

Net gains on loans held for sale

  $ 229,239              

Net loan servicing revenue

    71,052              

Loan acquisition and origination fees

    71,783              

Other income

    37,546              

Net interest income (expense)

                   

Interest income

    70,090              

Interest expense

    (61,000 )     (1)      

Net interest income (expense)

    9,090              

Total net revenues

    418,710              

Expenses

                   

Compensation

    108,208       (2)      

Loan servicing

    60,103              

Loan acquisition and origination

    27,971              

Technology

    8,714              

Occupancy

    3,255              

Other expenses

    35,934       (3)      

Total expenses

    244,185              

Pre-tax income

    174,525              

Provision for income taxes

          (4)      

Net income attributable to controlling and noncontrolling interests

    174,525              

Net income attributable to noncontrolling interest

                 

Net income attributable to controlling interest

  $ 174,525              

Earnings per unit

                   

Basic

                   

Diluted

                   

Weighted average units outstanding

                   

Basic

                   

Diluted

                   

Notes to the Unaudited Pro Forma Consolidated Statements of Income

(1)
Represents an adjustment to historical interest expense following the issuance of debt by a wholly-owned subsidiary of Aris Holding in the aggregate principal amount of $             million on                        , 2020. The promissory note bears interest at a rate of                        per annum.

(2)
Compensation expense, of $             thousand, net of related tax benefits of $            , related to the issuance of                        shares of our Class A common stock to certain employees of AmeriHome Mortgage Company, LLC in connection with the settlement of the Aris Holding profit units and awards under the Transaction Bonus Agreements are not considered in this pro

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    forma consolidated statement of income as such expense will be included in our consolidated statement of income following the Transactions.

(3)
Following the Transactions, as described in "Our Organizational Structure," we will no longer pay monitoring fees to the special limited partner of A-A Mortgage. As a result, the pro forma statement of income reflects an adjustment to Other expenses to deduct monitoring fees of $             million and $             million recognized for the six months ended June 30, 2020 and the year ended December 31, 2019, respectively.

(4)
Following the Transactions, as described in "Our Organizational Structure," we will be subject to U.S. federal income taxes, in addition to state and local income taxes. As a result, the pro forma consolidated statement of income reflects an adjustment to our provision for income taxes to reflect a provision for U.S. federal, state and local income taxes. Aris Holding has been, and will continue to be, treated as a partnership for U.S. federal, state and local income taxes purposes. As such, the profits and losses of Aris Holding will flow through to its partners, including us, and are generally not subject to tax at the Aris Holding level.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

        Management's discussion and analysis of our financial condition and results of operations should be read in conjunction with the sections "Prospectus Summary—Summary Historical Financial and Operating Data," "Selected Historical Consolidated Financial Data," and our consolidated financial statements and notes thereto included elsewhere in this prospectus. The following discussion includes forward-looking statements that reflect our plans, estimates and assumptions and involves numerous risks and uncertainties, including, but not limited to, those described in the "Risk Factors" section of this prospectus. See "Special Note Regarding Forward-Looking Statements." Future results could differ significantly from the historical results presented in this section.

        The following discussion and analysis provides information that we believe is relevant to an assessment and understanding of our financial condition and results of operations. The following discussion and analysis should be read in conjunction with other sections of this prospectus, the audited consolidated financial statements for the years ended December 31, 2019 and 2018, the unaudited consolidated financial statements for the six months ended June 30, 2020 and 2019, and the related notes attached thereto.

Overview

        We are a leading U.S. non-bank producer and master servicer of residential mortgage loans. Our strategy is to utilize our production channels and technology to source mortgages, MSRs and other mortgage related assets at attractive prices and generate returns at or above our target in all market environments.

        We are an approved seller/servicer for Fannie Mae and Freddie Mac. We are also an approved issuer of securities guaranteed by Ginnie Mae, an FHA-approved lender and a lender/servicer for the VA and the USDA. We are licensed to originate loans in 46 states and the District of Columbia. We are able to purchase and service loans in 49 states and the District of Columbia, either because we are properly licensed in such jurisdictions or exempt or otherwise not required to be licensed in such jurisdictions. Our national presence allows us to build new relationships across the country, growing our scale, and helps us to limit geographical concentration in our MSR portfolio.

        Aris Mortgage Holding Company, LLC is a wholly-owned subsidiary of A-A Mortgage.

Key Factors Affecting Our Operating Results

        Our business emphasizes automation and data-centric process improvement to prioritize speed, continuity and cost efficiency in our business in a quality-controlled operation, fully compliant with all regulatory requirements. We believe this approach translates into a highly efficient cost structure, a unique value proposition for our correspondent sellers and consumers and a driver of our profitability.

        We generate revenue from two principal parts of our business, mortgage origination and mortgage loan servicing.

        We purchase mortgage loans from correspondent sellers and originate mortgage loans. These loans are primarily originated as conforming mortgage loans to Agency standards. We generate revenue through gains received when pooling originated loans into MBS, selling whole loans to the GSEs or selling loans as whole loans to investors. This revenue is comprised of (i) the upfront cash derived from the difference between the price at which we purchase and sell a loan, (ii) the capitalization of the fair market value of the MSR generated by selling the loan on a "servicing-retained" basis, (iii) loan servicing fees, which are based on a contractual percentage of the outstanding principal balance of such loans and other ancillary income such as late fees and (iv) other income, which primarily consist of incentive fees from our warehouse lender and early payoff fees and early payment default fees.

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        We service mortgage loans for the GSEs and Ginnie Mae and earn a contractual fee ranging between 25 and 56.5 basis points of the outstanding principal balance as ancillary income of outstanding unpaid principal.

        The volume of loan originations associated with home purchases is affected by broader economic factors such as the strength and stability of the overall economy, including the unemployment level and real estate values, and, to a lesser extent, by interest rate fluctuations. Refinance volumes, in particular, are impacted by interest rates. As interest rates decline, refinance volume tends to increase, while in an increasing interest rate environment, the refinancing volume tends to decrease. The fair value of our MSRs is also driven primarily by interest rates, which impact the likelihood of loan prepayments through refinancing. Through our origination channels, we try to recapture those loans and protect the value of our MSRs by being the originator of those refinanced loans.

        There has been a long-term trend of falling interest rates, with intermittent periods of rate increases. More recently, there has been a falling interest rate environment in 2019 and during the first half of 2020. Recently the Federal Reserve announced that it expected interest rates to be low for a period of time in the future due to the economic conditions caused by the COVID-19 pandemic. In periods of rising interest rates, the fair value of the MSRs generally increases as prepayments decrease, and therefore the estimated life of the MSRs and related expected cash flows increase. In a declining interest rate environment, the fair value of MSRs generally decreases as prepayments increase and, therefore, the estimated life of the MSRs and related cash flows decrease. We actively manage our mortgage loans and MSRs though hedging and pricing activities.

Critical Accounting Policies

        In accordance with GAAP, as codified by the FASB, we are required to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Certain of these estimates significantly influence the portrayal of our financial condition and results of operations and require us to make difficult, subjective or complex judgments. Our critical accounting policies primarily relate to our fair value estimates.

Fair Value Measurements

        We categorize assets measured at fair value in three levels based on the markets in which the assets are traded and the observability of the inputs used to measure fair value. These levels are summarized as follows:

 
   
  June 30, 2020  
 
   
   
  Percentage of  
Level and description of assets measured at fair value
  Carrying value
of assets
measured
  Total assets   Total member's
equity
 
 
   
  (Amounts in thousands)
 

Level 1:

 

Quoted prices (unadjusted) in active markets for identical assets that are accessible at the measurement date

  $     %   %

Level 2:

 

Inputs other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly

    1,603,869     40 %   138 %

Level 3:

 

Unobservable inputs for the asset

    829,114     20 %   71 %

      $ 2,432,983     60 %   209 %

Total assets

  $ 4,073,749              

Total member's equity

  $ 1,164,316              

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        Our consolidated balance sheet is substantially comprised of assets carried at fair value. At June 30, 2020, $2.4 billion, or 60%, of our total assets were carried at fair value. Of these assets, $829.1 million, or 20%, of our total assets were measured using Level 3 inputs. Changes in the inputs used to measure these assets can have significant effects on the amounts reported for these items including their reported balances and their effects on our income.

Loans Held for Sale

        We carry the majority of our loans held for sale ("LHFS") at fair value and recognize changes in the fair value of such loans in current period income as a component of Net gains on loans held for sale. We categorize loans that are saleable into active markets as Level 2 fair value assets. We estimate the fair value of such loans using their quoted market price or market price equivalent. At June 30, 2020, we held $1.6 billion in loans categorized as Level 2 fair value assets. We categorize non-conforming loans as Level 3 fair value assets. At June 30, 2020, we held $2.8 million in loans categorized as Level 3 fair value assets.

Interest Rate Lock Commitments

        Our estimate of the gains or losses we expect to realize upon the sale of loans we have contractually committed to fund or purchase is included as a component of Net gains on loans held for sale. We recognize a substantial portion of the gains or losses before we fund or purchase the loans as a result of these commitments. We recognize the fair value of interest rate lock commitments when we make the commitment to a correspondent seller or prospective borrower, and adjust the fair value of such IRLCs as the loan approaches the point of funding or purchase or when the transaction is canceled. We carry IRLCs as either derivative assets or derivative liabilities in our consolidated balance sheet. The fair value of an IRLC is transferred to Loans held for sale when the loan is funded or purchased.

        Since an active, observable market for IRLCs does not exist, we measure the fair value of IRLCs using methods we believe market participants use in valuing IRLCs. We estimate the fair value of IRLCs based on observable Agency MBS and cash window prices, our estimate of the fair value of the MSRs we expect to receive in the sale of the loans, and the anticipated loan funding probability ("pull-through rate").

        The fair value of MSRs and the pull-through rate are based on our estimates as these inputs are difficult to observe in the mortgage marketplace. Our estimate of the pull-through rate and the market interest rates are updated as the loans move through the funding or purchase process and as mortgage market interest rates change. Changes in these inputs can have significant effects on our estimate of the fair value of the IRLCs. Such changes in fair value of IRLCs are recorded as a component of our Net gains on loans held for sale in the period of the change. Typically, the financial effects of changes in these inputs are inversely correlated because increasing mortgage interest rates increases the fair value of MSRs and decreases the fair value of mortgage loans.

Mortgage Servicing Rights

        MSRs represent the fair value of future net cash flows expected to be realized for performing servicing activities. We initially recognize MSRs at our estimate of the fair value of the contract to service the loans. Subsequent to initial measurement, we account for our MSRs using the fair value method. We record changes in fair value of MSRs in current period income as a component of Net loan servicing revenue.

        As economic fundamentals influencing the underlying loans change, our estimate of the fair value of the related MSRs held by us will also change.

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Liability for Losses Under Representations and Warranties

        We maintain a liability for losses under representations and warranties at a level that we believe is sufficient to absorb estimated losses. The method we use to estimate the liability for losses under representations and warranties is based on the representations and warranties made to each investor and considers a combination of factors, including, but not limited to, estimated future defaults, loan repurchase rates, probability of reimbursement by correspondent seller, and the potential severity of loss in the event of default including any loss on sale or liquidation of repurchased loan. We record a provision for losses relating to such representations and warranties as part of our loan sale transactions. Upon loan sale, we recognize a liability for estimated losses under Liability for losses under representations and warranties in the consolidated balance sheet with an offsetting entry to Net gains on loans held for sale in the consolidated statement of income. We review the adequacy of our liability estimate on a periodic basis.

        Our estimate of losses under representations and warranties requires considerable management judgment. The maintenance of our estimate is dependent on a combination of factors, including, but not limited to, economic conditions, such as unemployment rates, real estate values, and purchaser and insurer loss mitigation strategies, that may change over the lives of the underlying loans. As a result of these changes, we may be required to adjust our estimate of losses under representations and warranties.

Recently Issued Accounting Standards Not Yet Adopted

        In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract and supersedes previous leasing standards. ASU 2016-02 requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether the lease is effectively a financed purchase of the leased asset by the lessee. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. In November 2019, the FASB deferred the effective date of the new leases standard for entities that are not public business entities. In June 2020, the FASB again deferred by one year the effective date of the new leases standard for certain entities that have not yet issued or made available for issuance financial statements reflecting adoption of the standard. Therefore, the amendments in ASU 2016-02 will be effective for our fiscal years beginning after December 15, 2021 and interim periods in the following fiscal year. We will adopt ASU 2016-02 effective January 1, 2022 using a modified retrospective transition approach. We are assessing the impact that the adoption of ASU 2016-02 will have to our consolidated financial statements.

        In June 2016, the FASB issued ASU 2016-13, Financial Instruments Credit Losses (Topic 326), which introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. ASU 2016-13 will apply to: (i) loans, accounts receivable, trade receivables and other financial assets measured at amortized cost, (ii) loan commitments and certain other off-balance sheet credit exposures, (iii) debt securities and other financial assets measured at fair value through other comprehensive income, and (iv) beneficial interests in securitized financial assets. In November 2019, the FASB deferred the effective date of the new credit losses standard for entities that are not public business entities. Therefore, the amendments in ASU 2016-13 will be effective for our fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. We are assessing the impact that the adoption of ASU 2016-13 will have to our consolidated financial statements.

        In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform. Reference rate reform refers to the initiative aimed at

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eliminating certain widely used reference rates, such as the London Interbank Offered Rate (LIBOR), and introducing new reference rates based on a larger and more liquid population of observable transactions. We expect to apply certain expedients under ASU 2020-04 to contract modifications that replace a reference rate and contemporaneous modifications of other terms related to the replacement of the reference rate. The amendments in ASU 2020-04 are effective upon issuance and allows application to contract changes as early as January 1, 2020. We are assessing the impact that the adoption of ASU 2020-04 will have to our consolidated financial statements.

Key Performance Indicators

        The following is a summary of key variables and other factors we use to manage and assess the performance of our business:

 
  Six months ended June 30,   Year ended December 31,  
 
  2020   2019   2019   2018  
 
  (Unaudited)
  (Audited)
 
 
  (Dollars in thousands)
 

During the period:

                         

Loan production by channel:

                         

Correspondent

  $ 26,925,189   $ 18,235,412   $ 43,366,105   $ 36,474,504  

Consumer Direct

    985,353     334,769     1,029,811     723,454  

  $ 27,910,542   $ 18,570,181   $ 44,395,916   $ 37,197,958  

Loan production by purpose:

                         

Purchase

    42.2 %   72.8 %   62.8 %   79.1 %

Refinance

    57.8 %   27.2 %   37.2 %   20.9 %

Loan production by investor:

                         

Fannie Mae and Freddie Mac

    68.2 %   52.5 %   54.7 %   53.2 %

Ginnie Mae

    29.7 %   42.9 %   40.5 %   37.4 %

Other

    2.1 %   4.6 %   4.8 %   9.4 %

Interest rate lock commitment volume

  $ 31,746,288   $ 19,748,352   $ 46,049,678   $ 36,771,787  

Gain on sale margin (in basis points)

    123.1     61.1     67.9     41.0  

At period end:

                         

Number of correspondent sellers

    665     564     618     510  

MSR portfolio:

                         

Unpaid principal balance

  $ 86,079,052     68,773,101   $ 75,765,221   $ 64,513,395  

Carrying value ratio

    0.9 %   1.1 %   1.2 %   1.2 %

Average FICO score

    720     715     713     717  

Weighted average servicing fee (in basis points)

    33.4     32.7     34.2     30.0  

Weighted average servicing multiple

    2.6     3.3     3.5     4.0  

Loans serviced:

                         

Current through 59 days delinquent

  $ 83,175,524   $ 69,810,935   $ 76,694,381   $ 65,402,525  

60 days or more delinquent

    4,710,904     1,017,634     1,612,931     750,914  

  $ 87,886,428   $ 70,828,569   $ 78,307,312   $ 66,153,439  

60 days or more delinquent as a percentage of total loans serviced

    5.4 %   1.4 %   2.1 %   1.1 %

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Results of Operations

        Our results of operations are summarized below:

 
  Six months ended June 30,   Year ended December 31,  
 
  2020   2019   2019   2018  
 
  (Amounts in thousands)
 

Revenues

                         

Net gains on loans held for sale

  $ 339,027   $ 84,497   $ 229,239   $ 82,376  

Net loan servicing revenue

    39,858     74,138     71,052     129,453  

Loan acquisition and origination revenue

    40,664     31,238     71,783     60,159  

Other income

    12,871     24,729     37,546     53,804  

Net interest income (expense)

    9,615     3,707     9,090     (345 )