--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-22-299775" form_type: "8-K" ticker: "FOA" cik: "0001828937" company_name: "Finance of America Companies Inc." filed_at: "2022-12-07T23:59:59+00:00" generated_at: "2026-06-21T08:18:45.056467+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Finance of America to Acquire Assets of Reverse Mortgage Lender AAG ## Summary - FOA subsidiary FAR will purchase most of AAG's assets for $10M cash, one Class B share, and up to 33.9M FOAEC units exchangeable for Class A shares. - Existing stockholders commit $30M to purchase 21.7M Class A shares at VWAP, conditioned on closing of AAG acquisition. - AAG transaction expected to close in H1 2023, subject to HSR clearance and Ginnie Mae consent; termination date initially April 6, 2023. - Press release on Dec 7, 2022 states deal will be accretive to tangible book value and EPS, adding AAG's direct-to-consumer retail channel. ## SEC filing metadata - accession: 0001193125-22-299775 - form_type: 8-K - ticker: FOA - cik: 0001828937 - company_name: Finance of America Companies Inc. - filed_at: 2022-12-07T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 3.02, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1828937/000119312522299775/0001193125-22-299775-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1828937/000119312522299775/d286984d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-22-299775 - JSON: https://secwatch.observer/filing/0001193125-22-299775.json - Plain text: https://secwatch.observer/filing/0001193125-22-299775.txt ## Key facts - Material Agreements Finance of America Companies Inc. entered into Stock Purchase Agreement with Libman Family Holdings LLC (BL Investor) valued at 10,869,566 shares of Class A Common Stock for $15,000,000 (effective 2022-12-06). - Action: entry - Agreement: equity purchase - Counterparty: Libman Family Holdings LLC (BL Investor) - Value: 10,869,566 shares of Class A Common Stock for $15,000,000 - Effective: 2022-12-06 source text: Also on December 6, 2022, the Company entered into separate Stock Purchase Agreements (each, a “ Stock Purchase Agreement ”) with each of (i) BTO Urban Holdings L.L.C., Blackstone Family Tactical Opportunities Investment Partnership – NQ ESC L.P. and BTO Urban Holdings II L.P. (collectively, the “ Blackstone Investor ”) and (ii) Libman Family Holdings LLC (the “ BL Investor ” and together with the Blackstone Investor, the “ Investors ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1828937/000119312522299775/0001193125-22-299775-index.htm - Material Agreements Finance of America Companies Inc. entered into Asset Purchase Agreement with American Advisors Group (AAG) valued at $10 million cash, 1 share of Class B Common Stock, up to 33,893,666 FOAEC Units (effective 2022-12-06). - Action: entry - Agreement: asset purchase - Counterparty: American Advisors Group (AAG) - Value: $10 million cash, 1 share of Class B Common Stock, up to 33,893,666 FOAEC Units - Effective: 2022-12-06 source text: On December 6, 2022, Finance of America Companies Inc., a Delaware corporation (the “ Company ”), entered into an Asset Purchase Agreement (the “ Asset Purchase Agreement ”) with Finance of America Equity Capital LLC, a Delaware limited liability company (“ FOAEC ”), Finance of America Reverse LLC, a Delaware limited liability company and an indirect subsidiary of the Company (“ FAR ”), American Advisors Group, a California corporation (“ AAG ”), and, for the limited purposes described therein, Reza Jahangiri, an individual residing in the State of California (the “ AAG Principal ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1828937/000119312522299775/0001193125-22-299775-index.htm - Material Agreements Finance of America Companies Inc. entered into Stock Purchase Agreement with BTO Urban Holdings L.L.C., Blackstone Family Tactical Opportunities Investment Partnership – NQ ESC L.P., BTO Urban Holdings II L.P. (collectively, Blackstone Investor) valued at 10,869,566 shares of Class A Common Stock for $15,000,000 (effective 2022-12-06). - Action: entry - Agreement: equity purchase - Counterparty: BTO Urban Holdings L.L.C., Blackstone Family Tactical Opportunities Investment Partnership – NQ ESC L.P., BTO Urban Holdings II L.P. (collectively, Blackstone Investor) - Value: 10,869,566 shares of Class A Common Stock for $15,000,000 - Effective: 2022-12-06 source text: Also on December 6, 2022, the Company entered into separate Stock Purchase Agreements (each, a “ Stock Purchase Agreement ”) with each of (i) BTO Urban Holdings L.L.C., Blackstone Family Tactical Opportunities Investment Partnership – NQ ESC L.P. and BTO Urban Holdings II L.P. (collectively, the “ Blackstone Investor ”) and (ii) Libman Family Holdings LLC (the “ BL Investor ” and together with the Blackstone Investor, the “ Investors ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1828937/000119312522299775/0001193125-22-299775-index.htm - Material Agreements Finance of America Companies Inc. entered into Loan Sale Agreement (Mortgage Loan Purchase Agreement) with American Advisors Group (AAG) valued at Consideration included in AAG Transaction (effective 2022-12-06). - Action: entry - Agreement: asset purchase - Counterparty: American Advisors Group (AAG) - Value: Consideration included in AAG Transaction - Effective: 2022-12-06 source text: Also on December 6, 2022, concurrently with the execution of the Asset Purchase Agreement, FAR entered into a Servicing Rights Purchase and Sale Agreement (the “ MSR Purchase Agreement ”) and a Loan Sale Agreement (the “ Mortgage Loan Purchase Agreement ” and collectively with the Asset Purchase Agreement and MSR Purchase Agreement, the “ AAG Purchase Agreements ”) with AAG. evidence_url: https://www.sec.gov/Archives/edgar/data/1828937/000119312522299775/0001193125-22-299775-index.htm - Material Agreements Finance of America Companies Inc. entered into Servicing Rights Purchase and Sale Agreement (MSR Purchase Agreement) with American Advisors Group (AAG) valued at Consideration included in AAG Transaction (effective 2022-12-06). - Action: entry - Agreement: asset purchase - Counterparty: American Advisors Group (AAG) - Value: Consideration included in AAG Transaction - Effective: 2022-12-06 source text: Also on December 6, 2022, concurrently with the execution of the Asset Purchase Agreement, FAR entered into a Servicing Rights Purchase and Sale Agreement (the “ MSR Purchase Agreement ”) and a Loan Sale Agreement (the “ Mortgage Loan Purchase Agreement ” and collectively with the Asset Purchase Agreement and MSR Purchase Agreement, the “ AAG Purchase Agreements ”) with AAG. evidence_url: https://www.sec.gov/Archives/edgar/data/1828937/000119312522299775/0001193125-22-299775-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.