| Item 1.01. |
Entry Into a Material Definitive Agreement. |
On October 21, 2025 (the “Effective Date”), Finance of America Funding LLC (“FOA Funding”), a subsidiary of Finance of America Companies Inc. (the “Company”), completed the previously disclosed consent transactions contemplated by the Consent Support Agreement, by entering into the Supplemental Indentures, in each case, as defined herein.
FOA Funding, together with Finance of America Equity Capital LLC (“FOA Equity Capital”), Finance of America Holdings LLC (“FAH”), Incenter LLC (“Incenter”), Finance of America Mortgage LLC (“FOA Mortgage”), Finance of America Reverse LLC (“FOA Reverse”) and MM Risk Retention LLC (“MM Risk”) (FOA Equity Capital, FAH, Incenter, FOA Mortgage, FOA Reverse and MM Risk, each, a “Guarantor” and collectively, the “Guarantors”), as contemplated by the Consent Support Agreement (the “Consent Support Agreement”), dated as of August 4, 2025, by and among FOA Funding, the Guarantors and certain holders representing the requisite majority of holders (or their investment advisors, sub-advisors or managers) of FOA Funding’s 7.875% Senior Secured Notes due 2026 (the “2026 Notes”) and 10.000% Exchangeable Senior Secured Notes due 2029 (the “2029 Exchangeable Notes”), entered into: (i) the First Supplemental Indenture (the “Secured Notes Supplemental Indenture”) with U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Secured Notes Trustee”) and collateral trustee (in such capacity, the “Secured Notes Collateral Trustee”), to the Indenture, dated October 31, 2024, by and among FOA Funding, the Guarantors, the Company (solely for Section 6.03 thereto), the Secured Notes Trustee and the Secured Notes Collateral Trustee, relating to the 2026 Notes; and (ii) the First Supplemental Indenture (the “Exchangeable Notes Supplemental Indenture” and together with the Secured Notes Supplemental Indenture, the “Supplemental Indentures”) with U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Exchangeable Notes Trustee”) and collateral trustee (in such capacity, the “Exchangeable Notes Collateral Trustee”), to the Indenture, dated October 31, 2024, by and among FOA Funding, the Guarantors, the Company (solely for certain provisions specifically identified therein), the Exchangeable Notes Trustee and the Exchangeable Notes Collateral Trustee, relating to the 2029 Exchangeable Notes.
The Supplemental Indentures, executed in substantially the same forms as previously filed, provide (i) for the ability of FOA Funding and its restricted subsidiaries to make restricted payments, in an aggregate amount not to exceed $45.0 million, to fund the repurchase of equity interests in the Company and/or one or more of its subsidiaries pursuant to the previously disclosed Repurchase Agreement by and between the Company, FOA Equity Capital and the seller entities named therein, dated as of August 4, 2025, subject to certain terms and conditions, (ii) that FOA Funding and any subsidiary of FOA Funding that holds any HMSR Instrument (as defined in such Supplemental Indentures) treat the aggregate net proceeds allocable to the monetization of such instrument as if they were Collateral Net Cash Proceeds (as defined in such Supplemental Indentures) and (iii) in the case of the Secured Notes Supplemental Indenture, that the Issuer waives its existing right to extend the maturity date from November 30, 2026 to November 30, 2027 with respect to $60.0 million principal amount of the 2026 Notes.
The foregoing is a summary of the material terms of, and is qualified by, the Secured Notes Supplemental Indenture and the Exchangeable Notes Supplemental Indenture, copies of which are attached hereto as Exhibit 4.1 and Exhibit 4.2, respectively, and are incorporated herein by reference.
| Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information included, or incorporated by reference, in Item 1.01 is incorporated into this Item 2.03 by reference to the extent required by Item 2.03.
