SEC Comment Letter 0000000000-24-011128 to Finance of America Companies Inc. (FOA)
Finance of America Companies Inc.
Date: Oct. 2, 2024 · CIK: 0001828937 · Accession: 0000000000-24-011128
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-40308
Letter
October 1, 2024 Graham Fleming Chief Executive Officer Finance of America Companies Inc. 5830 Granite Parkway, Suite 400 Plano, Texas 75024 Re:Finance of America Companies Inc. Preliminary Information Statement on Schedule 14C Filed September 17, 2024 File No. 001-40308 Dear Graham Fleming: We have reviewed your filing and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Preliminary Information Statement on Schedule 14C General 1.We note that it appears that the approval of the issuance of up to 5,454,546 shares of your Class A Common Stock is intended to facilitate the issuance of certain exchangeable notes expected to be issued by Finance of America Companies Inc, your subsidiary, which notes are convertible into such Class A Common Stock. Given that this proposal involves the approval by shareholders of the issuance of additional securities "otherwise than for exchange for outstanding securities," please revise your disclosure to include the information required by Item 13(a) of Schedule 14A pursuant to Item 11(e) of Schedule 14A. Refer to Note A to Schedule 14A which applies to you through Item 1 of Schedule 14C. Description of the Transactions and Exchangeable Notes Effect of the Transactions upon Rights of Existing, page 7 Please expand your disclosure to describe the general effect upon the rights of existing security holders of the transactions described. This disclosure should describe in particular 2.
October 1, 2024 Page 2 the dilutive impact on existing shareholders of the issuance of common stock upon conversion of the exchangeable notes. Include disclosure in this section that provides the amount of the dilutive effect of this issuance on the book value per share of your common stock and the percentage by which the existing shareholders´ ownership will decrease upon this issuance. Refer to Item 11(d) of Schedule 14A. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Robert Arzonetti at 202-551-8819 or Susan Block at 202-551-3210 with any other questions. Sincerely, Division of Corporation Finance Office of Finance
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October 1, 2024
Graham Fleming
Chief Executive Officer
Finance of America Companies Inc.
5830 Granite Parkway, Suite 400
Plano, Texas 75024
Re:Finance of America Companies Inc.
Preliminary Information Statement on Schedule 14C
Filed September 17, 2024
File No. 001-40308
Dear Graham Fleming:
We have reviewed your filing and have the following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Preliminary Information Statement on Schedule 14C
General
1.We note that it appears that the approval of the issuance of up to 5,454,546 shares of
your Class A Common Stock is intended to facilitate the issuance of certain exchangeable
notes expected to be issued by Finance of America Companies Inc, your subsidiary,
which notes are convertible into such Class A Common Stock. Given that this proposal
involves the approval by shareholders of the issuance of additional securities "otherwise
than for exchange for outstanding securities," please revise your disclosure to include the
information required by Item 13(a) of Schedule 14A pursuant to Item 11(e) of Schedule
14A. Refer to Note A to Schedule 14A which applies to you through Item 1 of Schedule
14C.
Description of the Transactions and Exchangeable Notes
Effect of the Transactions upon Rights of Existing, page 7
Please expand your disclosure to describe the general effect upon the rights of existing
security holders of the transactions described. This disclosure should describe in particular 2.
October 1, 2024
Page 2
the dilutive impact on existing shareholders of the issuance of common stock upon
conversion of the exchangeable notes. Include disclosure in this section that provides the
amount of the dilutive effect of this issuance on the book value per share of your common
stock and the percentage by which the existing shareholders´ ownership will decrease
upon this issuance. Refer to Item 11(d) of Schedule 14A.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Robert Arzonetti at 202-551-8819 or Susan Block at 202-551-3210 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance