Finance of America Companies Inc
For the period ended Dec 31, 2023. Filed Mar 15, 2024.
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FY2023 · Filed Mar 15, 2024
FOA$11.65-7.9%Stored close · as of Nov 10, 2026
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Item 15. Exhibit and Financial Statement Schedules
(a) The following documents are filed as a part of this Annual Report on Form 10-K:
(1) Financial Statements - our consolidated financial statements are included in Part II, Item 8.
(2) Financial Statement Schedules - all financial statement schedules have been omitted because they are not applicable, not material, or because the information required is already included in the consolidated financial statements or the notes thereto.
(3) Exhibits - the exhibits listed below are filed as part of this Annual Report on Form 10-K or are incorporated herein by reference, in each case as indicated below.
| Incorporated by Reference · Filed or Furnished Herewith | ||||
|---|---|---|---|---|
| ExhibitNumber | Description | Form | Exhibit | Filing Date |
| 2.1 | Transaction Agreement, dated as of October 12, 2020, by and among Replay Acquisition Corp; Finance of America Equity Capital LLC; Finance of America Companies Inc.; RPLY Merger Sub LLC; RPLY BLKR Merger Sub LLC; Blackstone Tactical Opportunities Fund (Urban Feeder) – NQ L.P.; Blackstone Tactical Opportunities Associates – NQ L.L.C.; the Sellers; and the Seller Representative. | 8-K | 2.1 | 4/7/2021 |
| 2.2 | Letter Agreement, dated April 1, 2021, by and among Seller Representative and Replay. | 8-K | 2.2 | 4/7/2021 |
| 2.3 | Letter Agreement, dated April 5, 2021, by and among Seller Representative and Replay. | 8-K | 2.3 | 4/7/2021 |
| 2.4 | Letter Agreement, dated March 31, 2021, by and among Family Holdings; TMO; BTO Urban; BTO Urban Holdings II L.P.; and ESC. | 8-K | 2.4 | 4/7/2021 |
| 3.1 | Amended and Restated Certificate of Incorporation of Finance of America Companies Inc. | 8-K | 3.2 | 4/7/2021 |
| 3.2 | Amended and Restated Bylaws of Finance of America Companies Inc. | 8-K | 3.3 | 4/7/2021 |
| 4.1 | Specimen Warrant Certificate (included in Exhibit 4.2). | 8-K | 4.1 | 4/7/2021 |
| 4.2 | Assignment, Assumption and Amendment Agreement, dated as of April 1, 2021, by and among Replay, Finance of America Companies Inc. and Continental Stock Transfer & Trust Company. | 8-K | 4.2 | 4/7/2021 |
| 4.3 | Warrant Agreement between Continental Stock Transfer & Trust Company and Replay. | 8-K | 4.3 | 4/7/2021 |
| 4.4 | Description of Capital Stock | 10-K | 4.4 | 3/15/2022 |
| 10.1 | Amended and Restated Sponsor Agreement, dated as of October 12, 2020, between Replay, Finance of America Companies Inc., Finance of America Equity Capital LLC the Sponsor and the Initial Shareholders. | 8-K | 10.1 | 4/7/2021 |
| 10.2 | Stockholders Agreement, dated as of April 1, 2021, between Finance of America Companies Inc. and certain pre-Closing equityholders of Finance of America Equity Capital LLC. | 8-K | 10.2 | 4/7/2021 | |
| 10.3 | Registration Rights Agreement, dated as of April 1, 2021, between Finance of America Companies Inc. and the Principal Stockholders. | 8-K | 10.3 | 4/7/2021 | |
| 10.4 | Amended and Restated Limited Liability Company Agreement, dated as of April 1, 2021, of Finance of America Equity Capital LLC. | 8-K | 10.4 | 4/7/2021 | |
| 10.5 | Exchange Agreement, dated April 1, 2021, between Finance of America Companies Inc., Finance of America Equity Capital LLC and the Continuing Unitholders. | 8-K | 10.5 | 4/7/2021 | |
| 10.6 | Tax Receivable Agreement, dated April 1, 2021, between Finance of America Companies Inc., the Blackstone Investors and the other parties thereto. | 8-K | 10.6 | 4/7/2021 | |
| 10.7 | Tax Receivable Agreement, dated April 1, 2021, between Finance of America Companies Inc., the BL Investors and the other parties thereto. | 8-K | 10.7 | 4/7/2021 | |
| 10.8 | Form of Subscription Agreement. | 8-K | 10.11 | 4/7/2021 | |
| 10.9† | Amended and Restated UFG Holdings LLC Management Long-Term Incentive Plan. | 8-K | 10.8 | 4/7/2021 | |
| 10.10† | Form of Indemnification Agreement. | 8-K | 10.9 | 4/7/2021 | |
| 10.11† | Finance of America Companies Inc. 2021 Omnibus Incentive Plan. | 8-K | 10.10 | 4/7/2021 | |
| 10.11.1† | Form of Restricted Stock Unit Agreement under the Finance of America Companies Inc. 2021 Omnibus Incentive Plan. | 10-Q | 10.11 | 8/16/2021 | |
| 10.11.2† | Form of Executive Officer Restricted Stock Unit Agreement under the Finance of America Companies Inc. 2021 Omnibus Incentive Plan | 10-K | 10.10.2 | 3/15/2022 | |
| 10.11.3† | Form of Non-Employee Director Restricted Stock Unit Agreement under the Finance of America Companies Inc. 2021 Omnibus Incentive Plan. | 10-K | 10.10.3 | 3/15/2022 | |
| 10.11.4† | Salary Continuation Agreement, dated December 3, 2015, between UFG Holdings LLC and its subsidiaries and Jeremy Prahm. | 8-K | 10.13 | 4/7/2021 | |
| 10.11.5† | Form of Restricted Stock Unit Agreement under the Finance of America Companies Inc. 2021 Omnibus Incentive Plan (Replacement RSUs) (included in Exhibit 10.8). | 8-K | 10.14 | 4/7/2021 | |
| 10.11.6† | Form of Option Grant Notice and Option Agreement under the Finance of America Companies Inc. 2021 Omnibus Incentive Plan | X | |||
| 10.12† | First Amended Finance of America Companies Inc. Employee Stock Purchase Plan, dated August 15, 2022. | 10-Q | 10.2 | 11/9/2022 | |
| 10.12.1† | Amendment No. 1 to the First Amended Finance of America Companies Inc. Employee Stock Purchase Plan, dated as of August 10, 2023. | S-8 | 4.4 | 8/18/2023 | |
| 10.13 | Indenture, dated as of November 5, 2020, among Finance of America Funding LLC, Finance of America Equity Capital LLC, as parent guarantor, the other guarantors from time to time party thereto and U.S. Bank National Association, as trustee, relating to Finance of America Funding LLC’s 7.875% Senior Notes due 2025. | 8-K | 10.16 | 4/7/2021 |
| 10.14 | Form of Note relating to Finance of America Equity Capital LLC’s 7.875% Senior Notes due 2025 (included in Exhibit 10.16). | 8-K | 10.17 | 4/7/2021 |
| 10.15 | Asset Purchase Agreement, dated as of December 6, 2022, by and among the Company, Finance of America Equity Capital LLC, a Delaware limited liability company, Finance of America Reverse LLC, a Delaware limited liability company and an indirect subsidiary of the Company, American Advisors Group, a California corporation and, for the limited purposes described therein, Reza Jahangiri, an individual residing in the State of California. | 10-K | 10.16 | 3/16/2023 |
| 10.16 | Stock Purchase Agreement, dated as of December 6, 2022, by and among the Company and each of BTO Urban Holdings L.L.C., Blackstone Family Tactical Opportunities Investment Partnership – NQ ESC L.P. and BTO Urban Holdings II L.P. | 10-K | 10.17 | 3/16/2023 |
| 10.17 | Stock Purchase Agreement, dated as of December 6, 2022, by and among the Company and Libman Family Holdings LLC. | 10-K | 10.18 | 3/16/2023 |
| 10.18 | Servicing Rights Purchase and Sale Agreement, dated as of December 6, 2022, by and between Finance of America Reverse LLC, as Purchaser, and American Advisors Group, as Seller. | 10-K | 10.19 | 3/16/2023 |
| 10.19 | Loan Sale Agreement, dated as of December 6, 2022, by and between Finance of America Reverse LLC, as Purchaser, and American Advisors Group, as Seller. | 10-K | 10.20 | 3/16/2023 |
| 10.20 | Amendment Agreement, dated as of March 31, 2023, by and among the Company, Finance of America Equity Capital LLC, Finance of America Reverse LLC, American Advisors Group and, for the limited purposes described therein, Reza Jahangiri. | 8-K | 2.6 | 4/3/2023 |
| 10.21 | Equity Matters Agreement, dated as of March 31, 2023, by and among the Company, Finance of America Equity Capital LLC and American Advisors Group. | 8-K | 10.1 | 4/3/2023 |
| 10.22 | Securities Purchase Agreement, dated as of February 1, 2023, by and among Essent US Holdings, Inc., Incenter LLC and, for the limited purposes described therein, Finance of America Equity Capital LLC. | 10-Q | 10.1 | 5/12/2023 |
| 10.23†† | Amended and Restated Master Repurchase Agreement, dated as of February 28, 2023, by and between Finance of America Reverse LLC, as seller, and Grand Oak Trust, as buyer. | 10-Q | 10.2 | 5/12/2023 |
| 10.23.1†† | First Amendment to Amended and Restated Master Repurchase Agreement, dated as of April 26, 2023, by and between Finance of America Reverse LLC, as seller, and Grand Oak Trust, as buyer. | 10-Q | 10.3 | 5/12/2023 | |
| 10.23.2†† | Second Amendment to Amended and Restated Master Repurchase Agreement, dated as of May 31, 2023, by and between Finance of America Reverse LLC, as seller, and Grand Oak Trust, as buyer. | 10-Q | 10.1 | 8/9/2023 | |
| 10.24†† | Master Repurchase Agreement, dated as of February 28, 2023, by and between Finance of America Reverse LLC, as seller, and National Founders LP, as buyer. | 10-Q | 10.4 | 5/12/2023 | |
| 10.24.1†† | First Amendment to Master Repurchase Agreement, dated as of March 15, 2023, by and between Finance of America Reverse LLC, as seller, and National Founders LP, as buyer. | 10-Q | 10.5 | 5/12/2023 | |
| 10.24.2†† | Second Amendment to Master Repurchase Agreement, dated as of April 26, 2023, by and between Finance of America Reverse LLC, as seller, and National Founders LP, as buyer. | 10-Q | 10.6 | 5/12/2023 | |
| 10.24.3†† | Third Amendment to Master Repurchase Agreement, dated as of November 8, 2023, by and between Finance of America Reverse LLC, as seller, and National Founders LP, as buyer. | X | |||
| 21.1 | Subsidiaries of the Registrant | X | |||
| 23.1 | Consent of BDO USA, P.C. for Finance of America Companies Inc. | X | |||
| 31.1 | Certificate of Graham A. Fleming, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | |||
| 31.2 | Certificate of Matthew A. Engel, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | |||
| 32.1 | Certificate of Graham A. Fleming, Chief Executive Officer, pursuant to Section 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | |||
| 32.2 | Certificate of Matthew A. Engel, Chief Financial Officer, pursuant to Section 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | |||
| 97.1 | Incentive Compensation Clawback Policy of Finance of America Companies Inc. | X | |||
| 99.1 | Section 13(r) Disclosure. | X | |||
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | X | |||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | X | |||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | X | |||
| 101.DEF | Inline XBRL Taxonomy Definition Linkbase Document. | X |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | X |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | X |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | X |
| † | Management contract or compensatory play or arrangement. | |
| †† | Confidential portions have been omitted. |
Certain agreements and other documents filed as exhibits to this Form 10-K contain representations and warranties that the parties thereto made to each other. These representations and warranties have been made solely for the benefit of the other parties to such agreements and may have been qualified by certain information that has been disclosed to the other parties to such agreements and other documents and that may not be reflected in such agreements and other documents. In addition, these representations and warranties may be intended as a way of allocating risks among parties if the statements contained therein prove to be incorrect, rather than as actual statements of fact. Accordingly, there can be no reliance on any such representations and warranties as characterizations of the actual state of facts. Moreover, information concerning the subject matter of any such representations and warranties may have changed since the date of such agreements and other documents.
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