Annual report pursuant to Section 13 and 15(d)

Notes Payable, Net

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Notes Payable, Net
12 Months Ended
Dec. 31, 2021
Notes Payable [Abstract]  
Notes Payable, Net
23. Notes Payable, Net
In November 2020, FOAF issued $350.0 million aggregate principal amount of senior unsecured notes (the“Notes”). Interest is payable semi-annually in arrears on May 15 and November 15 beginning on May 15, 2021. The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by FoA and each of FoA’s material existing and future wholly owned domestic subsidiaries, excluding FOAF and subsidiaries. At any time prior to November 15, 2022, FOAF may redeem some or all of the Notes at a redemption price equal to 100% of the principal amount thereof, plus the applicable premium as of the redemption date under the terms of the indenture and accrued and unpaid interest. The redemption price during each of the twelve-month periods following November 15, 2022, November 15, 2023 and at any time after November 15, 2024 is 103.938%, 101.969% and 100.000%, respectively, of the principal amount plus accrued and unpaid interest thereon. At anytime prior to November 15, 2022, FOAF may also redeem up to 40% of the aggregate principal amount of the notes at a redemption price equal to 107.875% of the aggregate principal amount of the senior unsecured notes redeemed, with an amount equal to or less than the net cash proceeds from certain equity offerings, plus accrued and unpaid interest. Upon the occurrence of a change of control, the holders of the Notes will have the right to require FOAF to make an offer to repurchase each holder’s Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest.
The Notes contain covenants limiting, among other things, FOAF and its restricted subsidiaries’ ability to incur additional debt or issue certain preferred shares, incur liens, make certain distributions, investments and other restricted payments, engage in certain transactions with affiliates, and merge or consolidate or sell, transfer, lease or otherwise dispose of all or substantially all of FOAF’s assets. These incurrence based covenants are subject to exceptions and qualifications. Many of these covenants will cease to apply during any time that the Notes have investment grade ratings and no default has occurred and is continuing. The Company was in compliance with all required covenants related to the Notes as of December 31, 2021. In addition, in 2017, the Company entered into an agreement for the purchase of computer hardware and equipment which was financed by notes payable to the seller with monthly payments through January 2021. A summary of the outstanding notes payable, net, is presented in the table below (in thousands):
                                 
Description
  
Maturity Date
    
Interest Rate
   
December 31, 2021
    
December 31, 2020
 
                 
Successor
    
Predecessor
 
Senior Unsecured Notes
     November 2025        7.9  
$
350,000
 
   $ 350,000  
Financing Agreement
     January 2021        5.5  
 
—  
 
     9  
                     
 
 
    
 
 
 
Total aggregate principle amount
                   
 
350,000
 
     350,009  
Fair value adjustment, net of amortization
(1)
                   
 
3,383
 
     —    
Less: Debt issuance costs
                   
 
—  
 
     (13,436
                     
 
 
    
 
 
 
Total notes payable, net
                   
$
353,383
 
   $ 336,573  
                     
 
 
    
 
 
 

(1)
In conjunction with the Business Combination discussed in Note 4, the Company was required to adjust the liabilities assumed to fair value, resulting in a premium on the Notes and the elimination of the previously recognized debt issuance costs.
Interest expense was
$
22.6
 million for the Successor period from April 1, 2021 to December 31, 2021, and $
7.7
 million for the Predecessor period from January 1, 2021 to March 31, 2021. Interest expense for the Predecessor was $
4.3
 million and $
1.5
 million
 
for the years ended December 31, 2020 and 2019, respectively. The Company was in compliance with all required covenants related to the Notes as of December 31, 2021 (Successor).