Annual report pursuant to Section 13 and 15(d)

Equity

v3.22.0.1
Equity
 12 Months Ended
Dec. 31, 2021
Stockholders' Equity Note [Abstract]  
Equity
40.
Equity
Class A Common Stock
As of December 31, 2021 (Successor), there were 65,013,569 shares of Class A Common Stock outstanding, consisting of 60,755,069 vested 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, further discussed in Note 39—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 60,755,069 vested shares of Class A Common Stock represent the controlling interest of the company.
Pursuant to the A&R MLTIP, certain equity holders of FoA and FoA Equity are obligated to deliver a number of shares of Class A Common Stock and Class A LLC Units for restricted stock unit awards granted by the Company. On September 29, 2021, in connection with FoA’s settlement of restricted stock units into shares of Class A Common Stock and pursuant to the A&R MLTIP, these equity holders delivered shares of Class A Common Stock and Class A LLC Units to the Company in satisfaction of such settlement. This delivery of shares of Class A Common Stock and Class A LLC Units to the Company offset the gross award of RSUs settled. The Company elected to retire 1,774,192 shares received offsetting RSUs withheld to fund employee
payroll 
taxes and instead funded those taxes with operating cash. The future settlement of the Replacement RSUs and Earnout Rights outstanding as of December 31, 2021 (see Note 27—Equity Based Compensation) will also be funded by the delivery of Class A Common Stock and Class A LLC Units from certain equity holders of FoA and FoA Equity pursuant to the A&R MLTIP.
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 November 18, 2021, 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 1,795,197 Class A LLC Units to the Company in exchange for 1,795,197 shares of Class A Common Stock in satisfaction of such settlement.
As a result of the settlement of 37,383
Non-LTIP
RSUs in the 2021 Successor period, the Company issued 23,128 shares of Class A Common Stock. The 14,255 RSUs withheld for taxes were not issued and the Company funded the related payroll taxes with operating cash.
Class B Common Stock
Upon the Closing of the Business Combination, the Company issued 7 shares of Class B Common Stock, par value $0.0001 per share, to holders of Class A LLC Units. The Class B Common Stock 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. In September 2021, Management Holdings was dissolved. The Company retired the share of Class B Common Stock issued to Management Holdings and issued one share of Class B Common Stock to each of the eight former members of Management Holdings. In November 2021, L&TF was dissolved. The Company retired the share of Class B Common Stock issued to L&TF and issued one share of Class B Common Stock to each of the two former members of L&TF. There was no change in outstanding Class A LLC Units as a result of the retirement and issuances noted. As of December 31, 2021 (Successor), there are 15 shares of Class B Common Stock outstanding, all holders of which are Class A LLC Unit holders.
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 Consolidated Statements of Financial Condition. As of December 31, 2021 (Successor), there were 189,448,936 Class A LLC Units outstanding. Of the 189,448,936 Class A LLC Units outstanding, 60,755,069 are held by the Class A Common Stock shareholders and 128,693,867 are held by the noncontrolling interest of the Company.