Quarterly report pursuant to Section 13 or 15(d)

Equity

v3.22.1
Equity
 3 Months Ended
Mar. 31, 2022
Stockholders' Equity Note [Abstract]  
Equity
27.
Equity
 
Class A Common Stock
As of March 31, 2022 (Successor), there were 65,074,069 shares of Class A Common Stock outstanding, consisting of 60,815,569
issued and outstanding
shares and 4,258,500 unvested shares that are subject to vesting and forfeiture. The 4,258,500 unvested shares of Class A Common Stock relate to the Sponsor Earnout. The 4,258,500 unvested shares of Class A Common Stock are not entitled to receive any dividends or other distributions, do not have any other economic rights until such shares are vested, and will not be entitled to receive back dividends or other distributions or any other form of economic
“catch-up”
once they become vested. The holders of the 60,815,569
issued and outstanding
shares of Class A Common Stock represent the controlling interest of the
 
C
ompany.
Pursuant to the Exchange Agreement, the Continuing Unitholders may elect to exchange their Class A LLC Units for shares of Class A Common Stock on a
one-for-one
basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. On March 4, 2022, in connection with FoA’s settlement of the exchange of Class A LLC Units for shares of Class A Common Stock and pursuant to the Exchange Agreement, certain equity holders delivered 49,696 Class A LLC Units to the Company in exchange for 49,696 shares of Class A Common Stock in satisfaction of such settlement.
Class B Common Stock
As of March 31, 2022, there are 15 shares of Class B Common Stock outstanding, all holders of which are Class A LLC Unit holders. The Class B Common Stock, par value $0.0001 per share, has no economic rights but entitles each holder of at least one such share (regardless of the number of shares so held) to a number of votes that is equal to the aggregate number of Class A LLC Units held by such holder on all matters on which shareholders of the Company are entitled to vote generally.
Class A LLC Units
In connection with the Business Combination, the Company, FoA Equity and the Continuing Unitholders entered into an Exchange Agreement. The Exchange Agreement sets forth the terms and conditions upon which holders of Class A LLC Units may exchange their Class A LLC Units for shares of Class A Common Stock on a
one-for-one
basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. The Continuing Unitholders’ ownership of Class A LLC Units represents the noncontrolling interest of the Company, which is accounted for as permanent equity on the Condensed Consolidated Statements of Financial Condition. As of March 31, 2022, there were 189,448,936 Class A LLC Units outstanding. Of the 189,448,936 Class A LLC Units outstanding, 60,815,569 are held by the Class A Common Stock shareholders and 128,633,367 are held by the noncontrolling interest of the Company.