Sec Form 13D Filing - LIBMAN BRIAN L filing for Finance of America Companies Inc. (FOA) - 2022-12-07

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

 

FINANCE OF AMERICA COMPANIES INC.

(Name of Issuer)

 

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

31738L107

(CUSIP Number)

 

Finance of America Companies Inc.

5830 Granite Parkway, Suite 400

Plano, Texas 75024

Attn: Lauren Richmond, Chief Legal Officer

Tel: (877) 202-2666

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

December 6, 2022

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 

 

CUSIP NO. 31738L107

 

1.	Names of Reporting Persons.   Brian L. Libman
2.	Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  x        (b)  ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions)   OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ¨
6.	Citizenship or Place of Organization   United States
Number of shares beneficially owned by each reporting person with:		7.	Sole Voting Power   72,137,360
		8.	Shared Voting Power   0
		9.	Sole Dispositive Power   72,137,360
		10.	Shared Dispositive Power   0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person   72,137,360
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13.	Percent of Class Represented by Amount in Row (11)   53.5%
14.	Type of Reporting Person (See Instructions)   IN

 

 

CUSIP NO. 31738L107

 

1.	Names of Reporting Persons.   Libman Family Holdings, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  x        (b)  ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions)   OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ¨
6.	Citizenship or Place of Organization   Connecticut
Number of shares beneficially owned by each reporting person with:		7.	Sole Voting Power   69,968,325
		8.	Shared Voting Power   0
		9.	Sole Dispositive Power   69,968,325
		10.	Shared Dispositive Power   0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person   69,968,325
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13.	Percent of Class Represented by Amount in Row (11)   52.6%
14.	Type of Reporting Person (See Instructions)   OO

 

 

CUSIP NO. 31738L107

 

1.	Names of Reporting Persons.   The Mortgage Opportunity Group, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  x        (b)  ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions)   OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ¨
6.	Citizenship or Place of Organization   Connecticut
Number of shares beneficially owned by each reporting person with:		7.	Sole Voting Power   1,823,680
		8.	Shared Voting Power   0
		9.	Sole Dispositive Power   1,823,680
		10.	Shared Dispositive Power   0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person   1,823,680
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13.	Percent of Class Represented by Amount in Row (11)   2.8%
14.	Type of Reporting Person (See Instructions)   OO

 

 

This Amendment No. 4 (“Amendment No. 4”) to Schedule 13D relates to the Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of Finance of America Companies Inc., a Delaware corporation (the “Issuer”), and amends and supplements the initial statement on Schedule 13D filed on August 26, 2021, as amended by the Amendment No. 1 to the Schedule 13D filed on October 1, 2021, as amended by Amendment No. 2 to the Schedule 13D filed on April 5, 2022, as amended by Amendment No. 3 to the Schedule 13D filed on August 10, 2022 (as so amended, the “Schedule 13D”). Except as specifically amended by this Amendment No. 4, the Schedule 13D remains in full force and effect. The principal executive offices of the Issuer are located at 5830 Granite Parkway, Suite 400, Plano, Texas 75024. Capitalized terms used but not defined in this Amendment No. 4 shall have the same meanings ascribed to them in the Schedule 13D.

 

Item 5. Interest in Securities of the Issuer

 

Item 5(a)-(b) of the Schedule 13D is hereby amended and restated as follows:

 

(a) and (b) Calculations of the percentage of the shares of Class A Common Stock beneficially owned is based on 62,962,573 shares of Class A Common Stock outstanding as of November 7, 2022 as set forth in the Issuer’s Quarterly Report on Form 10-Q filed by the Issuer on November 9, 2022, and takes into account any shares of Class A Common Stock underlying FoA Units held by each of the Reporting Persons, as applicable.

 

The Reporting Persons own an aggregate of 71,792,005 FoA Units, 345,355 shares of Class A Common Stock and 8,791,920 Earnout Rights, which includes (i) 345,355 shares of Class A Common Stock held by Mr. Libman or by entities for which Mr. Libman is a trustee; (ii) 69,968,325 FoA Units and 8,564,208 Earnout Rights held by Libman Family Holdings, LLC (“LFH”); and (iii) 1,823,680 FoA Units and 227,712 Earnout Rights held by The Mortgage Opportunity Group, LLC (“TMO”). The Reporting Persons beneficially own 53.5% of the outstanding Class A Common Stock in the aggregate, as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

The aggregate number and percentage of the Class A Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.

 

Pursuant to the limited liability company agreements of LFH and TMO, each of LFH and TMO is managed by a board of managers consisting of Brian Libman as the sole manager.

 

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Class A Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such shares of Class A Common Stock.

 

 

By virtue of the Stockholders Agreement (as defined below), the Reporting Persons and affiliates of Blackstone Inc. (“Blackstone”) are deemed to be members of a group for purposes of Section 13(d) of the Exchange Act. Blackstone and its affiliates are filing a separate Schedule 13D to report the Class A Common Stock that they may be deemed to beneficially own. Collectively, the Reporting Persons and Blackstone and its affiliates may be deemed to beneficially own in the aggregate 143,752,791 shares of Class A Common Stock, (which amount does not include the shares of Class A Common Stock to be acquired pursuant to the Stock Purchase Agreement (as defined below) and the Other Stock Purchase Agreement (as defined below) by the Reporting Persons and Blackstone and its affiliates, respectively), representing 77.8% of the outstanding Class A Common Stock, calculated pursuant to Rule 13d-3 of the Exchange Act.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

 

Stock Purchase Agreement

 

Pursuant to the terms and conditions of the Stock Purchase Agreement (the “Stock Purchase Agreement”), dated as of December 6, 2022, by and among the Issuer and Libman Family Holdings, LLC, a Connecticut limited liability company (the “Purchaser”), the Issuer agreed to issue and sell, in the aggregate, 10,869,566 shares of Class A Common Stock (the “Purchased Shares”) to the Purchaser for an aggregate purchase price of $15,000,000. The obligations of the Issuer and the Purchaser under the Stock Purchase Agreement and the consummation of the Stock Purchase Agreement are expressly subject to and conditioned on the consummation of the transactions contemplated by the Asset Purchase Agreement, the MSR Purchase Agreement and the Mortgage Loan Purchase Agreement (the “AAG Purchase Agreements”), pursuant to which, among others, Finance of America Reverse LLC, a Delaware limited liability company and subsidiary of the Issuer, will purchase certain assets and liabilities of American Advisors Group, a California corporation (the “AAG Transaction”). Contemporaneously with the execution of the Stock Purchase Agreement, the Issuer entered into a Stock Purchase Agreement (the “Other Stock Purchase Agreement”) with BTO Urban Holdings L.L.C., a Delaware limited liability company, BTO Urban Holdings II L.P., a Delaware limited partnership and Blackstone Family Tactical Opportunities Investment Partnership NQ - ESC L.P., a Delaware limited partnership (collectively, the “Other Purchaser”), pursuant to which the Issuer agreed to issue and sell, in the aggregate, 10,869,566 shares of Class A Common Stock to the Other Purchaser for an aggregate purchase price of $15,000,000. The Purchased Shares will be subject to the Registration Rights Agreement and will have the powers, designations, preferences (including liquidation and distribution preferences), and other rights set forth in the Charter and the Bylaws of the Issuer.

 

 

Pursuant to the Stock Purchase Agreement, the Issuer has agreed to use the proceeds of the Stock Purchase Agreement (i) for any general corporate purpose and/or (ii) to fund or reimburse amounts to be paid by the Issuer or its subsidiaries in connection with the AAG Transaction.

 

The Stock Purchase Agreement contains certain termination rights for the Issuer and the Purchaser, including the right of either the Issuer or the Purchaser to terminate the Stock Purchase Agreement if the AAG Purchase Agreements have been terminated for any reason in accordance with the terms thereof.

 

The Stock Purchase Agreement was approved by a special committee of the Issuer’s Board consisting only of independent and disinterested directors.

 

The description of the Stock Purchase Agreement contained in this Item 6 is not intended to be complete and is qualified in its entirety by reference to such document, which is filed as an exhibit hereto and incorporated by reference herein.

 

Item 7. Materials to Be Filed as Exhibits

 

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

 

J.

Stock Purchase Agreement, dated as of December 6, 2022, by and among the Issuer and Libman Family Holdings, LLC (filed herewith).

 

 

SIGNATURES

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: December 7, 2022

 

	Brian L. Libman
	By:	/s/ Brian L. Libman
	Name:	Brian L. Libman
	Libman Family Holdings, LLC
	By:	/s/ Brian L. Libman
	Name:	Brian L. Libman
	Title:	Manager
	The Mortgage Opportunity Group, LLC
	By:	/s/ Brian L. Libman
	Name:	Brian L. Libman
	Title:	Manager

 

[Finance of America Companies Inc. – Schedule 13D/A]