This is a welcome to the New Residential acquisition conference call. All participants will be in listen-only mode. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star then one on your touch-tone phone. Should you need assistance, please signal a conference specialist by pressing the star key followed by zero. Please note this event is being recorded. I would now like to turn the conference over to Kaitlyn Mauritz, New Residential investor relations. Please go ahead. Great. Thank you, Alyssa, and good morning, everyone. I'd like to thank you for joining us today for the New Residential call announcing the agreement to acquire Caliber Home Loans Inc. Joining me here today are Michael Nierenberg, Chairman, CEO, and President of New Residential; Sanjiv Das, Chief Executive Officer of Caliber; Baron Silverstein, President of NewRez; and Josh Capell, Chief Strategy Officer of NewRez. Before we begin, I'd like to encourage you to review the disclaimers in our press release, 8-K, and investor presentation regarding forward-looking statements, and to review the risk factors contained in our annual and quarterly reports filed with the SEC. In addition, we'll be discussing some non-GAAP financial measures during today's call. A reconciliation of these measures, the most directly comparable GAAP measures, can be found in our investor presentation. And with that, I'll turn the call over to Michael. Thanks, Kate. Good morning, everyone. And we're very excited this morning to announce the acquisition and combination of Caliber Home Loans with our mortgage company at NewRez. We're super excited for this deal. We think it's a great deal, and the combination should be a great one for our company. We have an investor deck that we've posted online, so I encourage you to have a look at that because I'm going to refer to that as we take you through. Once I'm done with this short presentation, we'll open up the call for Q&A. So I'm going to begin by on page two. So the transaction summary, as announced, is as follows. NRZ, or New Residential, is going to be acquiring Caliber Home Loans. What do we get with this acquisition? To start off, it's $141 billion of loan MSRs. The purchase price is $1.675 billion, which represents a price to book of approximately one times. From a financing perspective, and I'll take you through that in a few slides later, we're going to be using our existing cash on hand, the available liquidity that we both have at New Residential, Caliber's balance sheet, and then there'll be some equity that we're going to contemplate raising at some point. As we think about the financial impact to NRZ, based on invested capital, we think it's going to be a 25% return as we integrate both companies, and that will likely occur. We're thinking about this as we enter 2022. From an equity perspective, if and when we do issue some equity, we think it's going to be an incremental $4.54 on shares issued, and that will be based, again, on 2022 numbers. And then targeted closing will be as soon as possible, and we're expecting that to be sometime in the third quarter. Page three, again, purchase price one times book. We had $141 billion of MSRs. One of the things that Sanjiv and his team have done extremely well, they have very, very good retention rates on their customers, so the recapture rates have been over 50%. And if you think about the scale and the size of our operating business and our customer base and our MSR portfolio, there should be a huge benefit for our overall combined company. On the Caliber side, when you look at their retail footprint and truly a purchase originator, as we're seeing refi opportunities, I guess dissipate maybe a little bit of a strong word, but as refi volumes come down, we think it's extremely important that we maintain a very good purchase business. and with the extensive retail footprint that Caliber has built, we're thrilled to be part of that, and we think that should be a great part of our new goal as we go forward. When you think about asset generation, this will vault us and kind of accelerate timelines as we think about non-QM, as we think about jumbo. Sanjiv and some of his management team, from an experience standpoint, have been in the card business. And if you think about the retail presence of the branch network, there's north of 350 branches. We will contemplate looking at other types of financial service products that we could offer to our customer base. So we're super excited about that. When you look at the talent, the scale, and the overall combined entities, the mortgage industry over the course of the past couple of years has really struggled with keeping up with growth, and I think that with the scale of Caliber, the scale of NewRez, the combination of both will be extremely important to support our customers and, again, give us the ability to focus on other products and truly grow our company in a fruitful way. When we think about mortgage technology, Caliber has been in the business for quite a long time. We think about the technology platform at Caliber. We think about the technology platform at NewRez. We put the two together. There's quite a bit of spend that occurs around the technology platform. I'm truly excited, and I think that this could vault us to not only will we be a top originator and a servicer in the mortgage industry, but I think as we focus on our technology and we continue to do so, I think the possibilities are endless. And when we think about the landscape and the great job that Rocket's done, I see no reason why we can't take our gain to a higher level. And then finally, when we think about the math around this, it's an agreed-upon transaction. This is going to really help us get back to where we were pre-COVID, grow our earnings, grow our book value, and I think create great shareholder value over time. Page four, it's just an overview of Caliber, a little bit of a highlight reel from 2020. Caliber made $891 million of pre-tax income in 2020, 25% CAGR. As I pointed out, one of the extremely attractive things about this acquisition, I think for all of us, is that the recapture rates are north of 50% from a volume standpoint. Fifth-largest non-bank originator by purchase. Again, pointing out that the refinancing or the refi market has actually gone down quite a bit as rates have moved higher. I think being in the purchase market is extremely important to us as we maintain and show our long-term commitment to this business. The retail presence, again, north of 350 branches, 378 branches as of the end of 2020. That's something that gets us real excited. Keep in mind at Fortress, over the years, we've owned a company called OneMain. When you look at that and look at the retail presence there and the great job that they've done in offering products to consumers, I see no reason why we can't do that as we go forward. And then as far as from a customer base, 630,000 customers on the servicing platform. Right side of the page just shows a couple of metrics. Again, $80 billion. I think a couple of things to point out here that are really important. One is approximately 50% of the origination mix is retail. Retail is a much stickier consumer and customer, and the profitability in that channel is a lot higher than, let's say, the correspondent network. From a servicing perspective, $150 billion at the end of the year as you look to where we are, and I pointed out in a couple of earlier remarks, we're acquiring $140 billion of MSRs today. And then when you look on the bottom right side of the page, you can see the growth in the origination side. On the NewRez side, on page five, pre-tax income 2020, $934 million. Obviously, huge growth. When we look at the company itself, there's a couple of things to pause and think about here. One is we have a great special servicer. Jack Navarro and his team have done a fantastic job. That's how they cut their teeth in the business a long time ago. And that is something that's extremely important to us. When you look at working with homeowners, currently 3.4% of our portfolio are homeowners in forbearance. During some of the dark days of COVID, the team did a great job working with homeowners and figuring out solutions, whether it be loan mods or ways to keep people in their homes. And I think that's an extremely important thing to note here. I'm really proud of the team there. From an origination standpoint, last year we did $60 billion. Look at the difference in mix. NewRez did 61% correspondent. We weren't in the retail channels. So when you think about the combination, I think the possibilities are endless here. Servicing portfolio ended the year at $298 billion. And we've obviously had, as I pointed out earlier, tremendous growth. Page six, a couple of things here. When we talk about the consumer and the ability of Caliber to recapture, this helps us a ton. I mean, we have a large MSR portfolio. We have a lot of customers. We'd like to be able to roll out other products to them. The high retention rates, one, they give us more cash flow, so it extends the cash flow and obviously gives you higher yield. So it protects the MSR asset. It improves our net origination margins. And I think the high level of recapture rates really helps with customer satisfaction. And that's something that we really want to strive to continue to get better at. When we also think about the retention rates at Caliber and you think about whether it be the JVs with the local realtors, whether it be in the local communities having a retail presence, and it's been proven, has been extremely important to the homeowner, to the consumer. So we're really excited again about that part. And then when we think about the overall combination, obviously, it should be accretive for the overall recapture rates of our organization. Page seven just talks a little bit about the retail franchise at Caliber. Again, huge growth. I'm not going to beat a dead horse here. 57% of customers from a purchase recapture rate are retained. That's a huge number. There's a little less than 1,500 loan consultants nationally. And of that, 42% of Caliber's loan consultants have had a 30% increase in purchase production. So again, very focused on the purchase market as the refi market comes off here. Page eight, just a couple of quick things here. One is from an origination standpoint. When you look at the combined company, it did $142 billion in originations in 2020. The one thing I do want to point out on this call, originations are really important. Making money for our shareholders is as important as we think about that. We want to service our customers, obviously, but we want to be mindful of growth, how we think about our origination channels, and how we think about profitability. On the right side of the page, from an MSR standpoint, currently the combined company would be about $576 billion as of the end of 2020. Keep in mind, the one thing I want to point out here is with speeds a little bit elevated as folks continue to rush to get refinanced with this absolute level of rates, those numbers will likely come down over time. So I want to point that out. But longer term, I think when speeds come off and cash flows get longer, this should be a wonderful thing for our company. Bottom left, you look at the origination, the mix from an origination standpoint. And again, there's no surprise here. The addition of the retail and the purchase network should be fabulous for the combined company. And then finally, on the right side of the page, when you look at the amount of customers, the combined company services about 3.5 million customers. Page nine, talking about the math around the transaction. Again, purchase price $1.675 billion. The bottom left side, actually, this is an important thing to point out. Any pre-closing distributions from Caliber to Lone Star or the parent or the seller will result in less capital required on the NRZ side from a funding perspective and a lower purchase price. Bottom left side of the page, one times book is the approximate purchase price as we think about premiums to book or discounts to book. So I think that's an important thing to note. On 21 invested capital, we think the price we're paying is approximately 4.7 times book. And on 22 invested capital is 4 times book. Right side of the page, as we think about sources and uses, we're contemplating an equity raise of $500 million with additional cash and liquidity of $675 million. That gives us invested capital of $1.2 billion. Caliber has excess cash of about $500 million. So we have sources to fund of about $1.7 billion. Bottom right side of the page, when you look at cash and liquidity, as of 3/31, NRZ will have $1.2 billion of cash and liquidity. Additional capital to the extent that we sold down some securities of $717 million. The company will generate cash, and we think that'll be a net number of about $200 million. I pointed out the $500 million capital raise. Then Caliber will have about $1 billion of projected cash and liquidity at closing. Total cash and liquidity at closing, $3.6 billion with a purchase price of $1.6 billion. Remaining cash and liquidity, give or take about $2 billion. I go through these numbers a little bit quick, but it's extremely important to note how well equitized this company is and will be as we go forward. Page 10 just talks about the financial impact of the transaction. Highly accretive in our estimation. For both 2021 and 2022, when we look at the return on equity of invested capital in 2021, it's about a 15%-20% return. We look at invested capital in 2022, and we think it's going to be north of 25%. As I opened up earlier, it'll be an incremental $4.54 on shares issued based on 2022 EPS. Page 11, it's kind of a little bit of a highlight reel of the companies that we've acquired as we go back in time since our inception. HLSS did a large portfolio of MSRs with CitiMortgage. The acquisition of Shellpoint Partners, the Ditech acquisition in 2019, and now this one. And we bring this up because we think our track record around our acquisitions has been very good and highly accretive for our shareholders. Page 12, again, just to reiterate the value proposition for our shareholders. Again, it's the same story. Purchase-focused originator, the ability to originate any and all products, including non-QM and jumbo. I think this moves us forward in a much quicker way as we have tremendous scale and breadth in this market. Enhanced customer experience. We have the opportunity, as we look at our business, to expand on our ancillary businesses. That could be title. That could be appraisal. That could be field services, which obviously we own a business in that sector now. Adds MSRs in a higher rate environment. So there's a lot of really great stuff that's going on as a result of this acquisition. Page 14, I'm just going to take you through that, and then I think we'll turn it back to the operator for questions. Page 14 just takes us through current financials. I just want to update everybody on the quarter. First quarter estimated financial results. GAAP number, $0.64-$0.70 per diluted share. Core Earnings of anywhere from $0.31-$0.37. Keep in mind we're giving you a range because our numbers are not tied out yet for the quarter, and book value of something around $11.32-$11.42 per share. So those are kind of our opening remarks based on our presentation that's been posted. We'll now turn it back to the operator for Q&A. Kate pointed out earlier. We have Baron, who runs NewRez. Sanjiv, who runs Caliber. Myself, Josh Capell, Kate, and we're happy to answer any and all questions. Operator, we'll turn it back to you. Thank you. We will now begin the question and answer session. To ask a question, you may press star then one on your touch-tone phone. If you are using a speakerphone, please pick up your handset before pressing keys. To withdraw your question, please press star then two. The first question today comes from Kevin Barker with Piper Sandler. Please go ahead. Thank you. Congrats on the acquisition. Seems like it's a real game changer for the firm. Could you talk about what are some of the major assumptions you make on Caliber's 2022 earnings, given you assume that the earnings are going to grow from 2021 into 2022, even though we're likely to see continued decline in refinancing? Josh, you w ant to take that? Yeah, sure. So when we think about the underwriting earnings estimates that we've used here, we think of them as fairly conservative. Caliber, like many originators, they benefited from a strong demand and historically wide margins in 2020, where they generated $600 million of adjusted operating income. When we look out to 2021, the forecast is based on an environment consistent with the latest MBA projections, in which refi volumes decline as mortgage rates rise, but purchase volumes continue to track a bit higher. So against this backdrop, as margins return to more normalized levels and slow down in prepayment lag, we expect adjusted operating income to decline in 2021. As you noted, it's $220 million. The growth in 2022 is really based on a steady growth in the purchase business, as Michael kind of emphasized in his remarks. Continued strong recapture and really critical and expected slowdown in MSR speeds as rates go higher. All those factors we're expecting to drive earnings higher in 2022. We also note in the deck that we've got a modest amount of synergies layered into the estimates as well. Those synergies are really based on expected interest expense savings on asset financing, some process improvement and efficiency gains, growth in non-QM and jumbo products, and increase in the distribution of those products, as Michael mentioned, and some minimal credit given to savings in the platform consolidation. So it takes a point on the challenges on refi, but the strong purchase and the slowdown in speeds on MSRs, we think the estimates are still fairly conservative out to 2022. Okay. And then with this combination, are you keeping all the infrastructure within Caliber and all infrastructure within NewRez as they exist now, or do you expect some significant consolidation with the different servicing or origination platforms that you currently have in place at the different companies? It's Michael. I mean, as you know, these things sometimes from a closing perspective can take a little bit of time. So currently, both companies will operate in their own kind of separate worlds, although we'll work together, obviously. When we look at, I made a few remarks earlier. When you think about the lack of scale or the ability to bring more and more talent into these organizations, I think the combination of both, there's a huge need for resources on both sides of this transaction, both at the Caliber side as well as on the NewRez side. So I think when you look at what we're trying to do to accelerate growth around what I would call non-government products, for example, take non-QM, take jumbo, the need for personnel, the need for technology, the need for servicing will likely be greater as we go forward. Obviously, we're not going to run two separate mortgage companies at closing, but the need for people and the need for technology to accelerate the growth in these different product areas, I think, is something that's extremely important to note here. The management hierarchy and how that's going to be put in place and your expectations going forward. So it seems like you're going to have two separate entities eventually going to combine at some point in the future. But is Sanjiv or Baron going to be the main lead on the entire mortgage company, or are you going to have two separate reporting to you? How's that all going to work out between the different management? There'll be one management team down the road that runs this company. Sanjiv, maybe you want to talk a little bit about some of your card experience and some of the things that we've been discussing as well. But the leadership of this organization, there's a tremendous amount of talent on both sides. There's always going to be a little bit of overlap. But as we think about other channels, or Sanjiv has some experience in the card business, and that's not today. This is something for down the road. I just think that as we grow, and not just be a mortgage company, quite frankly, but think of us more as a financial services company, I think that's an extremely important point to make on this call. Sanjiv, you wanted to talk a little bit about some of the visions around cards and things that we've discussed? Sure. Yeah. As Mike mentioned, one of the really interesting things in this combination is the retail franchise and the fact that we have access to about three million, 3.5 million consumers, about whom we know everything with respect to their consumer balance sheet, and so the hardest product sort of in the consumer finance spectrum has been solved in terms of us being a provider of mortgages. As you move to the right of the consumer finance spectrum, products like installment loans, home equity loans, and credit cards become very obvious adjacencies, which we have a lot of depth of experience in the combined team in doing, both from our bank and our non-bank experience in the past, so I think the point that Mike is trying to make here is, look, right now we're running as companies some time closer to closing. We'll run like one combined company. We are focused on how do we actually build synergies to the combined company as it stands today, and then how do we build further value in the franchise down the line with adjacent products, and there's a ton of experience, both in mortgages as well as in consumer finance, to be able to deliver that. Thanks, Sanjiv. Thank you. Thanks for taking my question. Thanks, Kevin. Thank you. The next question is from Bose George with KBW. Please go ahead. Hey, everyone. Good morning and congratulations. Congratulations on a very attractive transaction. Actually, a couple of questions. First, does this do anything to the REIT status at NRZ? I mean, do you need to do anything to the REIT balance sheet to offset the fact that the mortgage bank is going to be very large at this point? No. We're REIT compliant today, and we expect to be REIT compliant as we go forward. So there'll be no change. Okay. Great. Thanks. And then just switching to the recapture, the 50% plus recapture rate that you noted at Caliber, is that on refis? And what is that on purchase? And then just in terms of the recapture, sort of applying that to the NRZ portfolio, is that something that can happen fairly quickly? Just operationally, can you kind of discuss that? Sanjiv, you want to talk a little bit about your recapture stuff? And then I'll just take the second part. I think from an overall recapture perspective, at closing, we would expect to see lift on the NRZ portfolio as we think about it from a recapture standpoint. We're currently running, I guess, in the NewRez is in the low 20s or something around recapture. And I think the accretive nature of where Caliber is on recapture should help us at closing and managing the overall MSR portfolio and having much better customer retention than what we've had in the past. And Sanjiv, maybe you just want to talk about some of the numbers that are on your side. Yeah. Yeah. Yeah. Absolutely. I mean, look, as Mike mentioned in his main presentation, Caliber has retail recapture rates, which are sort of at 68% for refi and 57% for purchase. Now, that's right up there with the likes of Rocket. I can't think of any other company that has a recapture rate this high. So when you take it across, you apply the same numbers across the $3.5 million consumer portfolio that Michael referenced, the synergies are absolutely phenomenal at those rates. And there's absolutely no reason why we can't do that, even as we are talking about integrating the two companies that we can literally turn that switch on. In fact, Michael has articulated that as one of three or four major things that we do right off the bat. So I can see clear application of that on day one. I should also highlight that when we talk about retention in the marketplace, folks generally talk about refi retention. Not a lot of people talk about purchase recapture and purchase retention. That 57% number on purchase recapture tells you that almost two out of every three consumers that are in our portfolio, when they go to buy their next home, not just refi their mortgage, they come back to us because of our phenomenal distribution and proximity to the consumer. That's not a number you'll hear others talk about a lot. But in addition to our refi recapture, our purchase recapture rates across the franchise will be very, very powerful. And I'm really looking forward to that being one of our early ones. Okay. Great. Thanks, Sanjiv. And then actually, just one last one. Mike commented about the opportunity kind of in mortgage and ancillary services, referring to stuff that Rocket does, etc. Can you talk a little bit about that? Is title a big part of that, or yeah, to just discuss that opportunity a little bit? Sure. So we have, obviously, Cooper sold the title business to Blend for, I think it was $500 million. We have our own title business today that's carried on our books virtually as part of the mortgage company at NewRez. So when you think about that and the growth around title and the growth around the origination business, we think there's kind of a hidden gem from a value standpoint there for shareholders. I think when you look at Doma, which was a title business, technology-based title business, which has went public, I think there's a lot of things that we're contemplating and looking at as we think about some of the ancillary services. We obviously have an appraisal business as well. Within our portfolio of companies that we own, we own a field services business in a company called Guardian, which was purchased a couple of years ago. And those guys have done a great job in measured growth in that business. We have an ownership stake in a company called Covius. So I look at the ancillary business lines that we have. I look at the values where we either own them or have them. And I think about the possibilities around whether it be services that we can provide or other things. You look at Fidelity, you look at Black Knight, and the great job that those guys have done around creating shareholder value. I see no reason why with this great combined management team, the great combined company that we can't do great things and not just be the mortgage company. So we're super excited. Okay. Great. Thanks. The next question is from. Thanks, Bose. Eric with BTIG. Please go ahead. Hey, good morning, guys. Can you talk about Caliber's current funding and debt profile that's coming over in the purchase and whether the approach to financing or hedging the MSRs will change once it's all integrated? Currently, I mean, I'll talk a little bit about our overall strategy. On Caliber and Sanjiv, you may want to add some things here, but Caliber hedges their MSR portfolio not at 100%, but at some percentage of 100%. And that has been the disciplined approach around the MSR portfolio and the MSR book there. As we look at NewRez or NRZ, we do have hedges against our MSR portfolio, similar in nature. It is a percentage of 100. Obviously, it's a lot our numbers are lower because we played the market where we thought not played the market, but where we thought rates would rise, and they have risen. So I think the combined approach, we have a robust capital markets business between both sides. On the NewRez side, there's a great group of folks led by Bob Johnson. On the Caliber side, there's a great group of folks run by William Dallal and Ranjit Bhattacharjee. So I think we will look at it from a market perspective, but overall, keep in mind on the Caliber side, Caliber is going to run their business until, and we're going to coordinate. We'll have daily calls and things like that. But overall, risk profiles, I think, will probably remain similar as we go through the year until we get to closing, and then we'll evaluate where we are. But I think the approach is fairly similar at this point. Okay. Great. It sounds like you guys are committed to doing this all in the capital raise and equity. Can you talk about the timing of that potential raise? I pointed out, I think, in the opening that it's on page nine. It's not all going to be in equity because we have a ton of cash between Caliber and NRZ, including a roughly $500 million capital raise. Should we go down that path, there's $3.6 billion of cash and liquidity. Purchase price of $1.6 billion. So that's going to leave $2 billion of cash and liquidity left. There's not going to be a huge capital raise as we see it today. And we'll contemplate a capital raise, obviously. But a couple of things. One is we want the company to be extremely well equitized, which it is, and will only grow. So when you think about a mortgage company having $2 billion of cash and liquidity after a $1.6 billion acquisition, we feel really good about that. So we don't see that we have a huge need to go out and raise a ton of equity beyond what we disclosed in our sheet on page nine. Okay. Great. Thank you. Congrats on the transaction. Thanks, Eric. Next question is from Stephen Laws with Raymond James. Please go ahead. Hi. Good morning, Mike. Good morning, Stephen. Congrats on the transaction. One times TBV and four times '22 adjusted income looks pretty attractive. And you've been pretty vocal about NRZ's operating businesses being undervalued at or slightly below book with where the stock's been trading and contemplating a spin or some type of transaction. Can you talk about your updated thoughts around that, given that the Caliber business fits into the operating segment? Is that still something under consideration for later this year, or how do you view trying to unlock the value that you believe is embedded in the operating business? We thought with the acquisition and combination of these two companies that this is a really good step to try to figure out a way to unlock value for shareholders. So if you have a hard look at we followed the next one going back some time. There's been some success in the IPOs of some mortgage companies. Others have not. We're going to evaluate them. There's a couple of things that I think are pretty that differentiate us from others. One is we are a public company, and the mortgage company or the finance company, I'll call it today, is an operating sub of our mortgage company. So there's no rush to have to take something out to make it a public company, which I think is very different than others. I think the other thing about this is that when we look at value and you look at where Cooper trades or some of our other friends and peers in the market, if they trade at 1.3 or whatever the numbers are times book, we think that we will get there. We will uncover value. It's just going to take a little bit of time, and as we know, the markets are pretty episodic around finance companies, but I'm pretty confident that we'll be able to take the combined companies and create some great value for shareholders, so there's no reason to rush it out, I guess, is really where I'm going with this. Following up on that, and I believe Bose may have asked about this earlier, from the REIT standpoint, what are your thoughts around looking at becoming a C Corp, allowing you to pay a more modest dividend but retain earnings to fund the growth you've talked about on the call and other products and ancillary services? Do you have any thoughts around that option? The REIT will say at this time, we're not contemplating any changes to our REIT status, and I don't think we will. You bring up the modest dividend. Unfortunately, last year, we had to cut our dividend. So we feel like the dividend is still fairly modest at $0.20, which is what we're currently paying on a quarterly basis. So I don't see any change to how we're running our business today. If someone came and said, "Okay, you can take the mortgage company and it'll trade at 1.3 times book," obviously, we'd consider that. And we'll get there, but I think that we have to walk before we run. And as we both, as all of us know, these things take a little bit of time to close, and it's going to take a little bit of time to close. So for now, it's just running our business as we see the right way, both Caliber, both NewRez, and NRZ, and everybody doing what we're supposed to do and do it to the best that we can. Great. Last question on the product offering. Looking at the combined volumes that are on the table on the back of the deck, it looks like jumbo and non-QM were 7%-8% of combined volume in 2019, less than 2% last year as lending on non-agency stuff pulled back a lot. Can you talk about the opportunity there? How big of a mix do you think that could return to, especially given that that jumbo market seems to be getting bigger with home prices going up faster than conforming loan limits? Yeah. And Baron, Sanjiv, you guys want to take that one? Yeah. I mean, right off the bat, when I look at a distribution channel that does $85 billion in sort of conventional and Ginnie Mae today, and you essentially and it has the potential to do about $8 billion-$15 billion of jumbo. And I speak for Caliber right now because I know what the pent-up demand is, especially in some of the geographies that Caliber is in. Take the Pacific Northwest, for example, or California. But home prices are going up, and our jumbo appetite is extremely strong for a physical distribution channel that's so strong in retail. So we could potentially do $8 billion-$12 billion of jumbo right off the bat. Non-QM, quite easily do in the $2 billion-$4 billion range. So all of that would be like playing accretive on top of everything we do with just the distribution that we have today. And then I'm sure Baron can talk about. Yeah. And I think the other thing to add is really just there's possible changes to the government footprint that I think are going to continue to potentially move more assets into the non-agency space broadly. And then on top of that, it's really just the borrower that has a harder time to get that government loan, which would be self-employed consumers, and then potentially other types of products that you would have seen on a pre-crisis basis that I think continues to open up really the non-QM market that has been in this refinance market. Everybody's just really focusing on down-the-middle production. And I think that it's just a matter of time until that non-QM market gets more momentum. And I think you'll start to see that with that momentum, you'll be able to see added volume back to a pre-crisis level. Perhaps, in our estimation, you'll see the ongoing growth in that sector. Yeah. I I totally agree with Baron. I think from a market standpoint, not to belabor the point, but anytime there's a massive consumer dislocation, as we saw at the end of the last crisis, as we are seeing right now in the marketplace, and the shrinking footprint of the agencies, which is, again, an explicit strategy from the agencies, there will be a huge market for us for consumers who can bridge from a non-agency non-QM loan to eventually a conventional loan. So we're very excited about that. Great. Appreciate everyone's comments this morning. Thank you. Thank you. The next question is from Ryan Carr with Jefferies. Please go ahead. Hi. Good morning, guys. Congratulations on the transaction, and thank you for taking my question. First question specifically on the brand and synergies. I know you noted for now you'll be running the company's kind of status quo, but moving forward, once you close the transaction, how are you thinking about brand and the potential combination of the names? Are you going to continue to operate as NewRez and Caliber, and particularly the strength of the brand on the retail side within Caliber? How are you thinking of that? And then you noted $36 million in after-tax synergies in 2022. Where is that coming from specifically? Is that process improvements and technology? And what about the branch and retail presence within that as well? So as it relates to brand, there's been no decisions made. The one thing, if something's not broken, don't try to fix it. When we think about brand, we've been working with a company around branding, around names for quite some time, around website design, etc. So I think that's all TBD as it relates to where we end up going. But we don't want to if something's working, we're not going to sit here and just change it just because. On the savings side, Josh, why don't you talk a little bit about some of the thoughts that you have there? Yeah. And I think just at a high level, as I noted, I think we've taken a fairly modest view. The few buckets that we're kind of focused on, on the asset financing side, when you look at the combined balance sheet, we think there's just opportunities there to just be more efficient from just kind of a warehouse and financing standpoint. On the process improvement and efficiency gains, Michael mentioned the attractiveness of kind of what we see from a technology standpoint, a process standpoint. I think there's going to be gains to pick up there early on. And on the product side, with non-QM and jumbo, Sanjiv mentioned the $8 billion-$12 billion kind of opportunity. We're not kind of running those types of volumes through kind of the 2022 estimates. It's a more kind of modest projection at this point. So it's, as Michael mentioned, we're expecting the kind of integration process to take time. And so for those reasons, we stayed more conservative when we kind of looked into 2022. Got it. Thanks very much. And then in terms of the multiple, what factors came into consideration with that one-time tangible book value multiple for the transaction? And then moving forward, just thinking about the potential spinoff or IPO of the NewRez now combined business, how does that affect maybe the consideration of how you would spin it out? Again, I think as it relates to the multiple, we all know that some of these finance companies or mortgage companies, last year, everybody crushed it. NewRez crushed it. Caliber crushed it. We know this is going to be a tougher environment as we go forward. So when you think about the optionality of acquiring this amazing franchise at one-time's book, plus the assets, plus great people, whether it be on the management side and on the employee side, and then you think about where Caliber is from a technology standpoint, we think it's a fantastic transaction. I've always been when we talk about on some of the NRZ earnings calls that will never be Rocket, I look at the combined spend or we look at the combined spend from a technology standpoint. It's north of $300 million. Well, why can't we then? So I think the attractiveness from an NRZ shareholder at one times book, the attractiveness, I think, for when you think about it for our overall organization, if you're a loan officer and all of a sudden you have different products to sell, I think it's a great transaction. As we look forward, and whether we spin it out, make it public, keep it as part of NRZ, we are going to do what we think is best for our shareholders and make sure that we are extremely well equitized. And I think that we don't have the answer right now. If somebody told you today that you could trade at one and a half times book, you look at some of the valuations on some of these companies that have been SPAC'd. You look at SoFi, what they do. They trade multiples of book. I think mortgage companies in general are extremely undervalued, and being able to do this combined company at one times book, I think it's going to be a great transaction for us. Thanks, guys, and then final question for me. Combined 2020, you're at $142 billion in fundings. Moving forward, post the acquisition, you're in the league of one of the top non-bank originators from a volume perspective. Have you thought about or are you able to comment on maybe a longer-term market share target over the next few years? I'll defer to our leaders. I'm not sure that we've actually thought about what the longer-term market share would be because here's what I would say. I think the combined company has the ability to gain upsized market share above and beyond what at least I can speak for Caliber here, above and beyond what Caliber's trajectory has been, albeit it's been a great trajectory. The fact that we have, just think about it. The fact that we have retail distribution combined with a REIT platform, there is no other REIT platform that has distribution as powerful as this. And so what it does to sort of the J curve in our distribution with a platform like this would seem, it's kind of hard for me to sort of project on what that might look like, but I do know that it feels like it will be significantly stronger than what it's today because of the combination of the REIT platform and the ability to offer products that we were not able to offer before. But I'll defer to Baron on that. Yeah. And look, we talked a little bit about this and provided a table on the NewRez side about our market share. Where in 2020, we were approximately 1.7% and showing what our growth was. And I agree with Sanjiv. I do think I do believe overall that there's a lot of complementary businesses. We don't really have this distributed retail business at all. And even on our side, we have a joint venture business that they don't have. So I do think that from our ability to continue to grow and expand our business and take market share there. And our assumption is we are going to continue to grow as a combined company. Thanks, guys, very much for answering my questions, and congrats again on the transaction. Thank you. In the interest of time, this concludes our question and answer session. I would like to turn the conference back over to Michael Nierenberg for any closing remarks. Thanks, everyone, for your questions this morning. As I keep saying, we're super excited about this transaction. If there are any follow-ups, let us know. We're available all day. You know how to find us and look forward to connecting soon. Have a great day. The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.