Finance of America Companies Inc. Files 8-K with Key Corporate Updates

Ticker: FOACW · Form: 8-K · Filed: Jun 25, 2024 · CIK: 1828937

Sentiment: neutral

Topics: material-agreement, shareholder-vote, financial-reporting

TL;DR

FOA filed an 8-K on 6/24/24 covering material agreements, shareholder votes, and financial updates.

AI Summary

On June 24, 2024, Finance of America Companies Inc. filed an 8-K report detailing several key events. The company entered into a material definitive agreement, submitted matters to a vote of security holders, and provided a Regulation FD disclosure. The filing also included financial statements and exhibits, indicating ongoing financial reporting and corporate actions.

Why It Matters

This 8-K filing signals significant corporate actions and disclosures from Finance of America Companies Inc., which could impact investors and stakeholders regarding the company's financial health and strategic direction.

Risk Assessment

Risk Level: medium — 8-K filings often contain material information that can significantly impact a company's stock price, requiring careful investor attention.

Key Players & Entities

FAQ

What specific material definitive agreement was entered into by Finance of America Companies Inc. on or around June 24, 2024?

The filing indicates the entry into a material definitive agreement, but the specific details of this agreement are not provided in the provided text excerpt.

What matters were submitted to a vote of security holders?

The filing states that matters were submitted to a vote of security holders, but the nature of these matters is not detailed in the provided text.

What is the significance of the Regulation FD Disclosure mentioned in the filing?

A Regulation FD Disclosure ensures that material non-public information is broadly disseminated to the public, preventing selective disclosure.

What type of financial statements and exhibits are included in this 8-K filing?

The filing states that financial statements and exhibits are included, but the specific content is not detailed in the provided excerpt.

What is the company's principal executive office address and phone number?

The company's principal executive offices are located at 5830 Granite Parkway, Suite 400, Plano, Texas 75024, and their telephone number is (877) 202-2666.

Filing Stats: 2,429 words · 10 min read · ~8 pages · Grade level 15.5 · Accepted 2024-06-25 06:49:34

Key Financial Figures

Filing Documents

01. Entry Into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement. On June 24, 2024, certain of the direct and indirect subsidiaries of Finance of America Companies Inc. (the "Company"), including Finance of America Funding LLC ("FOA Funding"), Finance of America Equity Capital LLC ("FOA Equity Capital"), Finance of America Holdings LLC, Incenter LLC, Finance of America Mortgage LLC, Finance of America Reverse LLC and MM Risk Retention LLC (together, the "FOA Parties"), and certain holders of FOA Funding's 7.875% Senior Notes due 2025 (the "2025 Unsecured Notes") (or their investment advisors, sub-advisors or managers) (the "Initial Consenting Noteholders" and, together with any subsequent holder or beneficial holder of 2025 Unsecured Notes that becomes a party to the Exchange Offer Support Agreement (as defined below) by joinder, the "Consenting Noteholders," and the Consenting Noteholders together with the FOA Parties, the "ESA Parties") representing ownership of approximately 71.1% of the aggregate principal amount of the 2025 Unsecured Notes entered into an agreement (together with all exhibits, annexes and schedules thereto, the "Exchange Offer Support Agreement") pursuant to which, among other things and subject to the terms and conditions set forth therein: The ESA Parties have agreed to the terms of, and to support, the transactions described below (together, the "Transactions"): the exchange offer (the "Exchange Offer") for any and all of FOA Funding's $350.0 million in aggregate principal amount of 2025 Unsecured Notes for (i) up to $200.0 million aggregate principal amount of 7.875% Senior Secured First Lien Notes due 2026 (subject to the interest rate increase to 8.875% per annum from the first anniversary of the issuance date thereof until maturity and to 9.875% per annum during any FOA Funding elected extension period to November 30, 2027, the "New First Lien Notes"), (ii) up to $150.0 million aggregate principal amount of 10.000% Exchangeable Senior First Li

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. On June 24, 2024, certain stockholders of record as of such date, holding a majority in voting power of the outstanding capital stock of the Company, upon recommendation of the Company's board of directors (the "Board"), executed and delivered a written consent to approve the issuance of any shares of the Company's Class A Common Stock, par value $0.0001 per share, issuable upon exchange of the New First Lien Exchangeable Notes, as required under applicable rules of the New York Stock Exchange (the "Stock Settlement Issuance"). The written consent, in lieu of a meeting, was approved by stockholders representing more than a majority of the voting power of the Company's outstanding shares of capital stock, and in accordance with Section 228 of the Delaware General Corporation Law, the Company's Amended and Restated Certificate of Incorporation and the Company's Amended and Restated Bylaws. Additional details about the Stock Settlement Issuance will be included in the Company's definitive Information Statement to be filed with the Securities and Exchange Commission ("SEC"). The authorization of the Stock Settlement Issuance will become effective upon the issuance of the New First Lien Exchangeable Notes, which may be as early as the 20th day after the definitive Information Statement is mailed to the Company's stockholders who did not execute the written consent approving the Stock Settlement Issuance. Notwithstanding receipt of the aforementioned stockholder approval, the Board retains discretion to consummate the Transactions.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On June 25, 2024, the Company issued a press release announcing the Exchange Offer Support Agreement and the related Transactions. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Cautionary Note Regarding Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts or statements of current conditions, but instead represent only the Company's beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of the Company's control. These statements include, but are not limited to, statements related to the Transactions, including the Company's ability to complete the Transactions on commercially acceptable terms, on the timeline contemplated or at all, the Company's ability to realize the intended benefits of the Transactions and the Stock Settlement Issuance. In some cases, you can identify these forward-looking statements by the use of words such as "outlook," "believes," "expects," "potential," "continues," "may," "will," "should," "could," "seeks," "projects," "predicts," "intends," "plans," "estimates," "budgets," "forecasts," "anticipates," or the negative version of these words or other comparable words. The Company cautions readers not to place undue reliance upon any forward-look

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Exchange Offer Support Agreement, dated as of June 24 , 2024, among FOA Funding, FOA Equity Capital, the other FOA Parties and the Initial Consenting Noteholders. 99.1* Press Release, dated as of June 25 , 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). *Furnished Herewith

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Finance of America Companies Inc. Date: June 25, 2024 By: /s/ Matthew A. Engel Name: Matthew A. Engel Title: Chief Financial Officer

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