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Finance of America Companies Inc.
07/26/2024 | Press release | Distributed by Public on 07/26/2024 14:17
Modification to Rights of Security Holders Form 8 K
Item 3.03. Material Modification to Rights of Security Holders.
Effective as of 5:00 p.m. (Eastern Time) on July 25, 2024 (the "Effective Time"), Finance of America Companies Inc. (the "Company") amended its Amended and Restated Certificate of Incorporation (the "Amendment") to effect a 1-for-10 reverse stock split (the "Reverse Stock Split") of its outstanding shares of Class A Common Stock. As previously disclosed in the Company's Definitive Information Statement, dated June 27, 2024, as filed with the Securities and Exchange Commission (the "SEC"), the Amendment was approved by the Board of Directors of the Company and the holders of the majority in voting power of all of the then-outstanding shares of capital stock of the Company entitled to vote, acting by written consent.
As of the Effective Time, every ten issued and outstanding shares of the Company's Class A Common Stock were automatically reclassified into one issued and outstanding share of the Company's Class A Common Stock, with cash issued in lieu of fractional shares (on a pro rata basis). All shares of Class A Common Stock outstanding immediately following the effectiveness of the Reverse Stock Split remain fully paid and non-assessable and the shares of Class A Common Stock continue to trade on the New York Stock Exchange ("NYSE") under the existing symbol (FOA). Additionally, the Reverse Stock Split did not affect the number of authorized shares, the par value or other terms of the Class A Common Stock, or the number of outstanding shares of Class B Common Stock. The Reverse Stock Split had the principal effect of proportionately decreasing the number of outstanding shares of Class A Common Stock at the 10:1 reverse stock split ratio.
In connection with the Reverse Stock Split, proportionate adjustments were made to the terms of the Company's outstanding warrants, equity-based awards, limited liability company units of Finance of America Equity Capital LLC ("FoA Units") (which are exchangeable for shares of Class A Common Stock on a one-for-one basis), the Company's equity plans and certain other agreements, in accordance with the terms of the applicable agreements, and proportionate adjustments are deemed to be made to securities covered by the Company's existing registration statements.
With respect to the Company's warrants, every ten shares of Class A Common Stock that may be purchased pursuant to the exercise of warrants prior to the Effective Time represent one share of Class A Common Stock that may be purchased pursuant to such warrants following the Effective Time. The exercise price for each warrant following the Effective Time equals the product of ten multiplied by the exercise price prior to the Effective Time. Accordingly, the exercise price for the Company's public warrants is $115.
Given the parallel adjustment to FoA Units, each holder of Class A Common Stock and Class B Common Stock holds the same percentage of the outstanding voting power immediately following the Reverse Stock Split as that stockholder held immediately prior to the Reverse Stock Split, except to the extent that the Reverse Stock Split resulted in holders of Class A Common Stock receiving cash in lieu of fractional shares and rounding down of any fractional FoA Units for holders of Class B Common Stock.
The foregoing description of the Amendment is a summary of the material terms thereof, does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.