View, Inc. Reaches Agreement with Cantor Fitzgerald and RXR to Become a Private Company
- View reaches a financial restructuring agreement with Cantor Fitzgerald and RXR Realty.
- The Proposed Transaction aims to enhance View's financial stability and future prospects.
- View expects to continue operations as usual during the prepackaged Chapter 11 process.
- The Company anticipates court approval for the restructuring within 45 days.
- Howard Lutnick and Scott Rechler will support View's operational structure post-restructuring.
- The transaction involves canceling existing loans and notes with equity interests being exchanged.
- 90.3% of noteholders and 100% of term lenders support the Restructuring Support Agreement.
- Debtor-in-possession financing will fund the Chapter 11 cases and emergence process.
- Additional details are available in View's Form 8-K filed with the SEC.
- None.
The restructuring of View's balance sheet, involving prepackaged Chapter 11 filings, represents a critical juncture in the company's trajectory. The agreement with key stakeholders to convert debt into equity implies a significant dilution for current shareholders, as their holdings will be canceled. This is a common practice in such restructurings to alleviate debt burdens and provide a company with a fresh start financially.
From an investor's perspective, the commitment of Cantor Fitzgerald and RXR to provide debtor-in-possession financing is indicative of confidence in View's core business and future prospects. This financing is essential for maintaining operations during the restructuring process. However, the delisting from Nasdaq signals a loss of liquidity for shareholders and could be seen as a red flag for potential investors.
The long-term implications hinge on the company's ability to capitalize on its 'smart building technologies' niche. If successful, the restructuring could facilitate a turnaround. However, investors should be wary of the risks associated with a company emerging from Chapter 11, including the execution risks of the new business strategy and market adoption of the technology.
The initiation of prepackaged Chapter 11 cases is a strategic move that allows View to expedite the restructuring process with minimal disruption to its operations. The Restructuring Support Agreement with a majority of noteholders and term lenders indicates a consensual approach, which is likely to result in fewer legal obstacles and a smoother reorganization.
It is noteworthy that the Proposed Transaction is subject to court approval, which adds a layer of oversight and can potentially protect the interests of all parties involved. The decision to withdraw from the Nasdaq Hearings Panel and accept delisting is a calculated sacrifice to streamline the restructuring efforts. Legal advisors play a important role in navigating these complex proceedings and ensuring compliance with all regulatory requirements.
The involvement of experienced legal advisors like Cole Schotz, P.C., Sidley Austin LLP and Gibson, Dunn & Crutcher LLP provides an additional layer of credibility to the process. Stakeholders should monitor court filings and the progress of the Chapter 11 cases closely to understand the evolving legal landscape and its implications for their interests.
View's focus on smart building technologies places it within a growing market segment that is increasingly relevant in the context of sustainable and intelligent infrastructure development. The restructuring could provide View with the opportunity to streamline its operations and focus on core competencies, potentially increasing its competitive edge in this sector.
However, market adoption of View's products and the scalability of its business model will be critical factors in determining the success of the restructuring. The involvement of industry players like Cantor Fitzgerald and RXR suggests that there may be strategic synergies that could be leveraged post-restructuring. The real estate ecosystem is ripe for innovation and View's offerings, if properly capitalized and managed, could meet the rising demand for sustainable building solutions.
Continuous monitoring of market trends and customer adoption rates will be essential in assessing View's recovery post-restructuring. It will also be important to evaluate how View's competitors respond to these changes and whether View can maintain a technological advantage in the smart building space.
Balance sheet restructuring designed to strengthen View’s financial position
Approvals received from key stakeholders across capital structure
MILPITAS, Calif., April 02, 2024 (GLOBE NEWSWIRE) -- View, Inc. (Nasdaq: VIEW) (“View” or the “Company”), a leader in smart building technologies, today announced it reached an agreement with Cantor Fitzgerald, L.P. (“Cantor Fitzgerald”), RXR Realty (“RXR”), and certain of the Company’s stakeholders on the terms of a financial restructuring that is designed to strengthen the firm’s balance sheet and better position View for the future (the “Proposed Transaction”).
To ensure a timely process, View and certain of its subsidiaries will commence prepackaged Chapter 11 cases in the District of Delaware. During this time, View expects its operations to continue as normal. View also expects that trade claims will be unaffected, orders will continue to be fulfilled, and customers will continue to be supported.
The Company expects to obtain court approval for the Proposed Transaction within 45 days of April 2, 2024. Shortly thereafter, View expects to emerge as a privately held company with a reorganized board of directors, whereby Howard Lutnick, Chairman & CEO of Cantor Fitzgerald, and Scott Rechler, Chairman & CEO of RXR, will provide support and guidance to View on its operational structure and corporate strategy.
“Today’s announcement marks the culmination of a thorough strategic review of our business operations to help ensure we have the proper capital structure going forward,” said Dr. Rao Mulpuri, CEO of View. “With the support of Cantor Fitzgerald and RXR, we intend to maximize our business potential with increased financial stability and be better positioned to increase our presence across the real estate ecosystem.”
Dr. Mulpuri continued, “Over the years, we made significant progress in building our business and, today, have well-established products, operations, and customers. We remain committed to our mission of creating smart, healthy and sustainable buildings.”
“We continue to be impressed with View’s products and software services,” said Howard W. Lutnick, Chairman & CEO of Cantor Fitzgerald. “Our financing is intended to allow View to continue to develop their innovative offerings for the real estate industry.”
“View’s smart windows make buildings more sustainable, experiential, healthier, and smarter,” said Scott Rechler, Chairman and CEO of RXR. “We look forward to working closely with Howard Lutnick and Cantor Fitzgerald to help View restructure its balance sheet and emerge with a Company that is fit for the future.”
Transaction Details
The Proposed Transaction would result in View’s existing senior secured term loans and unsecured convertible notes being cancelled and the holders receiving
To facilitate the Proposed Transaction, View, Cantor Fitzgerald, RXR, and certain other investors have executed a Restructuring Support Agreement, dated April 2, 2024 (the “Restructuring Support Agreement”). The parties to the Restructuring Support Agreement represent
The Proposed Transaction would be implemented through a court-supervised process and, as such, the Company and certain of its subsidiaries will commence prepackaged Chapter 11 cases in the District of Delaware. Cantor Fitzgerald, RXR, and other investors have committed to provide debtor-in-possession financing to fund the Chapter 11 cases and the Proposed Transaction contemplates additional new money contributions in connection with emergence.
Additional Information
Additional details regarding the Proposed Transaction can be found in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 2, 2024.
As previously announced, by letter dated January 26, 2024, the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) determined to delist View’s securities from Nasdaq. View previously requested a hearing before the Nasdaq Hearings Panel, which request stayed the Staff’s delist determination at least pending completion of the hearing and the expiration of any extension that may be granted. On April 2, 2024, View withdrew from its hearing before the Nasdaq Hearings Panel in connection with the commencement of the Chapter 11 cases.
Additional information on the Chapter 11 cases, including court filings and other information related to the proceedings, will be available on a website administrated by the Company’s claims agent, Kroll Restructuring Administration LLC, at https://cases.ra.kroll.com/View.
Cole Schotz, P.C. serves as legal advisor and SOLIC Capital serves as financial advisor to View. Sidley Austin LLP serves as legal advisor to Cantor Fitzgerald. Gibson, Dunn & Crutcher LLP serves as legal advisor to RXR.
About View
View is the leader in smart building technologies that transform buildings to improve human health and experience, reduce energy consumption, and generate additional revenue for building owners. View Smart Windows automatically adjust in response to the sun, eliminating the need for blinds and increasing access to natural light. View Smart Windows are installed and designed into 50 million square feet of buildings including offices, hospitals, airports, educational facilities, hotels, and multifamily residences. View Smart Building Cloud connects, manages and optimizes a portfolio of smart buildings with cybersecurity solutions. View Smart Building Cloud enables digitalization of over 100 million square feet of real estate. For more information, please visit: www.view.com.
About Cantor Fitzgerald, L.P.
Cantor Fitzgerald, with over 12,500 employees, is a leading global financial services group at the forefront of financial and technological innovation and has been a proven and resilient leader for over 79 years. Cantor Fitzgerald & Co. is a preeminent investment bank serving more than 5,000 institutional clients around the world, recognized for its strengths in fixed income, equities, capital markets, investment banking, SPAC underwriting and PIPE placements, prime brokerage, commercial real estate, and infrastructure, and for its global distribution platform. Cantor Fitzgerald & Co. is one of 24 Primary Dealers authorized to transact business with the Federal Reserve Bank of New York.
About RXR
RXR is an innovative investor, developer and place-maker committed to applying a customer and community-centered approach to building properties, services, and products that create enduring value for all stakeholders. Headquartered in New York with a national platform strategy, RXR is a 450+ person, vertically integrated operating and development company with expertise in a wide array of value creation activities, including ground up real estate, infrastructure and industrial development, uncovering value in underperforming properties, repurposing well-located iconic properties, incorporating cutting edge technologies and value-added lending. The RXR platform manages 93 commercial real estate properties and investments with an aggregate gross asset value of approximately
Forward-Looking Statements
Certain information in this press release constitutes forward-looking information. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans,” “targets,” “expects” or “does not expect,” “is expected,” “is positioned,” “estimates,” “intends,” “assumes,” “anticipates” or “does not anticipate” or “believes,” or variations of such words or phrases or state that certain actions, events or results “may,” “could,” “would,” “might,” “will” or “will be taken,” “occur” or “be achieved.” In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Forward-looking statements contained in this press release include, without limitation, statements regarding View’s plans regarding the Proposed Transaction and related Chapter 11 proceedings, View’s ability to draw additional funds from Cantor Fitzgerald and RXR and the use of proceeds therefrom. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.
Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by View as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including, but not limited to, the factors described in greater detail in the “Risk Factors” section of View’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 31, 2023, and View’s subsequent Quarterly Reports on Form 10-Q, which are available at www.sec.gov. These factors are not intended to represent a complete list of the factors that could affect View; however, these factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. The forward-looking statements contained in this press release are made as of the date of this press release and View expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.
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