[SCHEDULE 13G] Finance of America Companies Inc. SEC Filing
Rhea-AI Filing Summary
Finance of America Companies Inc. (FOA) received a Schedule 13G filed on behalf of Leon G. Cooperman reporting beneficial ownership of 1,286,040 Class A shares, equal to 11.6% of the outstanding class based on 11,079,270 shares outstanding as of August 6, 2025. Mr. Cooperman holds sole voting and dispositive power over those shares and also has investment authority over related family and IRA accounts and a UTMA account. The filing states it does not include shares issuable upon conversion of convertible notes held by Omega Capital Partners, L.P. that would convert into 789,473 shares at $19.00 per share, because a contractual blocker prevents conversions that would push ownership over 9.99%.
Positive
- Material disclosed stake: Reports ownership of 1,286,040 shares (11.6%), a significant minority position.
- Sole voting and dispositive power: Mr. Cooperman holds exclusive voting and disposition authority over the reported shares.
- Transparency on related accounts: Filing discloses investment authority over family IRAs and a UTMA account, clarifying control.
Negative
- Convertible note exclusion: The filing excludes potential 789,473 conversion shares from the reported stake, so reported percentage is not fully diluted.
- Conversion blocker: A contractual Blocker prevents conversion of notes if post-conversion ownership would exceed 9.99%, limiting future automatic increases in stake.
Insights
TL;DR: Cooperman reports a material 11.6% stake with sole voting control; convertible note conversions are contractually limited.
Mr. Cooperman's reported 1.29 million-share position represents a meaningful minority stake in FOA and confers sole voting and dispositive authority, which investors view as a significant ownership signal. The filing explicitly excludes potential dilution from 789,473 conversion shares due to a contractual blocker limiting holdings above 9.99%, which affects the effective fully-diluted stake calculation. The certification clarifies the position was not acquired to change control. For valuation or governance impact, stakeholders should factor in the blocker when modeling potential future dilution and voting dynamics.
TL;DR: Reported sole voting power over 11.6% is governance-relevant; conversion restrictions alter potential influence.
The Schedule 13G highlights that Mr. Cooperman holds sole voting power over the reported shares and investment authority over related family and IRA accounts, concentrating decision-making control. The attachment notes and explanatory comment emphasize that convertible notes held by the related investment vehicle are subject to a Blocker preventing conversion if it would raise beneficial ownership above 9.99%, which limits automatic increases in voting power from conversion. The filing's certification that the shares are not held to change control reduces immediate takeover concern but does not eliminate governance interest given the stake size.