United States securities and exchange commission logo
January 14, 2021
Edmond M. Safra
President
Finance of America Companies Inc.
767 Fifth Avenue, 46th Floor
New York, NY 10153
Re: Finance of America
Companies Inc.
Amendment No. 1 to
Registration Statement on Form S-4
Filed December 22,
2020
File No. 333-249897
Dear Mr. Safra:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
December 3, 2020 letter.
Amendment No. 1 to Registration Statement on Form S-4
Summary of the Proxy Statement/Prospectus
The Business Combination
The Transaction Agreement, page 20
1. Refer to comment 8.
Please revise to include the aggregate value as well as the per share
and per warrant value
that holders of Replay's Ordinary Shares and Replay's warrants will
receive in connection
with the Business Combination, and disclose the aggregate value
that the Sponsor will
receive for its Founder Shares and Private Placement Warrants as
well as the value of
the per Founder Share and per Private Placement Warrant
consideration that the
Sponsor will receive. In addition, please expand your definition of
"Earnout Securities" on
page 21 to disclose how and when such additional shares of New
Edmond M. Safra
FirstName
Finance of LastNameEdmond
America CompaniesM.Inc.
Safra
Comapany
January 14,NameFinance
2021 of America Companies Inc.
January
Page 2 14, 2021 Page 2
FirstName LastName
Pubco's Class A common stock and FoA Units may be issued.
Organizational Structure
Following the Business Combination, page 32
2. Refer to comment 11. Please provide here a brief summary of the FACo
Holdings
Agreement disclosed in footnote 1 to your diagram on page 32,
including a description of
the "hurdle amount." In addition, please clarify, if true, that after
purchasing the Finance
of America Commercial Holdings LLC Class B units, Finance of America
Commercial
Holdings LLC will be a indirect wholly-owned subsidiary of New Pubco,
and that the
result of this transaction agreement is reflected in the diagram
provided on page 34, or
advise.
Selected Historical Consolidated Financial Data of FOA, page 37
3. Noting that the amounts presented for the results of operations for
the nine months ended
September 30, 2020 and 2019 do not agree with the amounts presented in
the MD&A and
the historical interim financial statements, please ensure these
amounts are accurate and
revise as needed.
Unaudited Pro Forma Combined Consolidated Financial Information, page 106
4. Noting that Finance of America Companies, Inc. (New Pubco) is
acquiring Blackstone
Tactical Opportunities Fund (Urban Feeder) NQ L.P., a Delaware
limited partnership
(Blocker), please tell us how you considered whether financial
statements were required
for Blocker.
5. Please refer to comments 15 and 17. Please tell us in detail and
revise to disclose what
assets and liabilities Blocker holds. Please tell us how you
determined that the accounting
for the Blocker Merger does not have any independent accounting impact
on the end-state
New Pubco.
Adjustments and Assumptions to the Unaudited Pro Forma Combined Consolidated
Balance
Sheet as of September 30, 2020, page 116
6. Please tell us and revise to clarify why adjustments (k) and (n)
impact Accumulated Other
Comprehensive Loss as opposed to Retained Earnings.
7. Please tell us and revise to discuss why the Blocker rollover equity
is included in the
consideration transferred. Also, tell us how you considered whether
the Blocker Merger
should be presented in a separate column in the pro forma financial
information.
The General Meeting of Replay Shareholders
Proposal No. 1 - Cayman Proposals
Proposal 1(A): The Domestication, page 133
8. Refer to comment 4. Please revise your disclosure on page 122 to
clarify that in
Edmond M. Safra
FirstName
Finance of LastNameEdmond
America CompaniesM.Inc.
Safra
Comapany
January 14,NameFinance
2021 of America Companies Inc.
January
Page 3 14, 2021 Page 3
FirstName LastName
connection with the Domestication, each Replay public warrant will be
converted into a
right to receive a Replay LLC warrant. In addition, please describe
the Replay LLC
warrants and the Replay LLC Units in the Description of Securities
section, and include
the Replay LLCA as an exhibit and annex to your registration
statement.
Proposal 1(B): The Replay Limited Liability Company Agreement, page 134
9. Refer to comment 25. We note your exclusive forum provision in the
Replay LLCA
identifies the federal court in the state of Delaware as the exclusive
forum for claims
brought under the Exchange Act. Please state that there is uncertainty
as to whether a
court would enforce such a provision. In addition, please clarify
whether your exclusive
forum provision applies to actions arising under the Securities Act,
and please state that
there is uncertainty as to whether a court would enforce such a
provision. If the provision
applies to Securities Act claims, please state that investors cannot
waive compliance with
the federal securities laws and the rules and regulations thereunder.
In that regard, we
note that Section 22 of the Securities Act creates concurrent
jurisdiction for federal and
state courts over all suits brought to enforce any duty or liability
created by the Securities
Act and the rules and regulations thereunder. Also, please state here
and in your risk
factor section whether the jury waiver provision applies to claims
brought under the
Exchange Act and Securities Act. If the jury waiver provision extends
to federal securities
law claims, please also state here and in your risk factor disclosure
that your investors
cannot waive compliance with the federal securities laws and the rules
and regulations
promulgated thereunder.
Impact of COVID-19, page 229
10. Please update to quantify the percentage of your serviced loans that
are in forbearance as
of the most recent practical date, and include the percentage in your
risk factor disclosure,
if applicable.
Results of Operations Consolidated Results, page 233
11. Please refer to comment 36. Please revise to explain why you present
interest income on
loans reclassified to held for sale as held for investment as
disclosed in note 1 to the table
on page 235. Please quantify the amount for each period presented, if
significant.
FOA Financial Statements
Notes to Consolidated Financial Statements
18. Other Financing Lines of Credit, page F-74
12. Please refer to comment 48. Please revise to quantify the amount of
retained earnings or
net income that is restricted or free from restrictions for payment of
dividends by FOA
and its subsidiaries. Refer to Rule 4-08(e) of Regulation S-X for
guidance.
You may contact Michael Volley at 202-551-3437 or Amit Pande at
202-551-3423 if you
have questions regarding comments on the financial statements and related
matters. Please
Edmond M. Safra
Finance of America Companies Inc.
January 14, 2021
Page 4
contact Sonia Bednarowski at 202-551-3666 or Susan Block at 202-551-3210 with
any other
questions.
FirstName LastNameEdmond M. Safra Sincerely,
Comapany NameFinance of America Companies Inc.
Division of Corporation
Finance
January 14, 2021 Page 4 Office of Finance
FirstName LastName