Makes Certain Modifications to Exchange
Offer
Finance of America Companies Inc. (“Finance of America” or the
“Company”) (NYSE: FOA), a leading provider of home equity-based
financing solutions for a modern retirement, is pleased to announce
that holders of $342,622,000 aggregate principal amount (97.892%)
of the outstanding 7.875% Senior Notes due 2025 (the “2025
Unsecured Notes”) of its subsidiary Finance of America Funding LLC
(“FOA Funding”) have elected to participate, as of 5:00 P.M., New
York City time, on October 25, 2024 (the original expiration time),
in FOA Funding’s previously announced Exchange Offer.
Additionally, FOA Funding hereby announces that (i) the Exchange
Offer and the Consent Solicitation has been extended to expire at
5:00 P.M., New York City time, on October 29, 2024, unless further
extended by the Company in its sole discretion, as set forth in the
Exchange Offer Memorandum and Consent Solicitation Statement dated
September 17, 2024 as supplemented by Supplement No. 1 thereto on
October 28, 2024 (the “Exchange Offer Memorandum”) and (ii) the
amortization payment due on November 15, 2025 in respect of the New
Senior Secured Notes (as defined below) has been modified to be an
amount equal to $0.23 per each $1.00 initial principal amount of
New Senior Secured Notes.
Graham A. Fleming, Chief Executive Officer commented, “We are
thrilled to have such a high participation rate in our Company’s
Exchange Offer. This transaction positions the Company to benefit
from enhanced financial flexibility and an improved capital
structure, while aligning our cash flows with our debt obligations.
We sincerely appreciate the continued partnership with our
noteholders.”
FOA Funding expects to settle the Exchange Offer and Consent
Solicitation on October 31, 2024, subject to the satisfaction or
waiver of the conditions set forth in the Exchange Offer Memorandum
and other than the modifications described above, the other terms
and conditions of the Exchange Offer and Consent Solicitation
remain unchanged.
Simpson Thacher & Bartlett LLP served as counsel and
Houlihan Lokey Capital, Inc. served as financial advisor to the
Company and its subsidiaries. Sidley Austin LLP served as counsel
to the ad hoc group of holders of 2025 Unsecured Notes.
About the Exchange Offer
The “Exchange Offer and Consent Solicitation” is (i) an offer to
exchange (the “Exchange Offer”) any and all of FOA Funding’s
outstanding 2025 Unsecured Notes for (a) up to $200.0 million
aggregate principal amount of 7.875% Senior Secured Notes due 2026
(the “New Senior Secured Notes”), (b) up to $150.0 million
aggregate principal amount of 10.000% Exchangeable Senior Secured
Notes due 2029 (together with the New Senior Secured Notes, the
“New Secured Notes”) and (c) a cash fee equal to 0.25% of the
aggregate principal amount of outstanding 2025 Unsecured Notes that
are exchanged in the Exchange Offer; and (ii) consent solicitation
(the “Consent Solicitation”) to holders of the 2025 Unsecured Notes
in connection with the Exchange Offer.
Only eligible holders of 2025 Unsecured Notes may receive a copy
of the Exchange Offer Memorandum and participate in the Exchange
Offer and the Consent Solicitation. The Exchange and Information
Agent is Kroll Issuer Services (US) (“Kroll” or the “Exchange
Agent” and the “Information Agent”). Detailed instructions
regarding how eligible holders of 2025 Unsecured Notes can tender
(or withdraw) existing 2025 Unsecured Notes and deliver (or revoke)
consents with respect to the Consent Solicitation are set forth in
the Exchange Offer Memorandum. Questions concerning the Exchange
Offer or Consent Solicitation or requests for additional copies of
the Exchange Offer Memorandum or other related documents may be
directed to Kroll at FinanceofAmerFDGExchange@is.kroll.com.
Eligible holders of 2025 Unsecured Notes should also consult their
broker, dealer, commercial bank, trust company or other institution
for assistance concerning the Exchange Offer and the Consent
Solicitation.
This communication is for informational purposes only and does
not constitute an offer to sell, or a solicitation of an offer to
buy, any security and does not constitute an offer, solicitation or
sale of any security in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
The Exchange Offer is being made, and the New Secured Notes are
being offered and issued, pursuant to an exemption from the
registration requirements of the Securities Act of 1933, as amended
(the “Securities Act”), only (i) in the United States, to holders
of 2025 Unsecured Notes who are “qualified institutional buyers”
(as defined in Rule 144A under the Securities Act) and (ii) outside
of the United States, to holders of 2025 Unsecured Notes who are
persons other than U.S. persons. The holders of 2025 Unsecured
Notes who have certified to the Company that they are eligible to
participate in the Exchange Offer are referred to as “eligible
holders.”
About Finance of America
Finance of America (NYSE: FOA) is a leading provider of home
equity-based financing solutions for a modern retirement. In
addition, Finance of America offers capital markets and portfolio
management capabilities primarily to optimize the distribution of
its originated loans to investors. Finance of America is
headquartered in Plano, Texas.
Forward-Looking Statements
This release 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 described above, including the Company’s ability
to complete the transactions described above on commercially
acceptable terms, on the timeline contemplated or at all, and the
Company’s ability to realize the intended benefits of the
transactions described above. 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-looking statements, which are current only as of the date
of this release. The Company does not undertake or accept any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements to reflect any change
in its expectations or any change in events, conditions, or
circumstances on which any such statement is based, except as
required by law. All subsequent written and oral forward-looking
statements concerning the Company or other matters and attributable
to the Company or any person acting on its behalf are expressly
qualified in their entirety by the cautionary statements set forth
in this paragraph. A number of important factors exist that could
cause future results to differ materially from historical
performance and these forward-looking statements. New factors
emerge from time to time, and it is not possible for the Company’s
management to predict all such factors or to assess the effect of
each such new factor on its business. Although the Company believes
that the assumptions underlying the forward-looking statements
contained herein are reasonable, any of the assumptions could be
inaccurate, and any of these statements included herein may prove
to be inaccurate. Given the significant uncertainties inherent in
the forward-looking statements included herein, the inclusion of
such information should not be regarded as a representation by the
Company or any other person that the results or conditions
described in such statements, or the Company’s objectives and plans
will be achieved. Please refer to “Risk Factors” included in the
Company’s Annual Report on Form 10-K for the year ended December
31, 2023, filed with the Securities and Exchange Commission (the
“SEC”) on March 15, 2024, for further information on these and
other risk factors affecting the Company, as such factors may be
amended and updated from time to time in the Company’s subsequent
periodic filings with the SEC, which are accessible on the SEC’s
website at www.sec.gov.
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version on businesswire.com: https://www.businesswire.com/news/home/20241028715119/en/
For Finance of America Media: pr@financeofamerica.com For
Finance of America Investor Relations: ir@financeofamerica.com
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