Item 1.01. Entry into a Material Definitive Agreement.
As described in the Introductory Note above, on the Closing Date, the parties to the AAG Transaction entered into the Closing Amendment Agreement. The information in the Introductory Note above is incorporated by reference into this Item 1.01.
Also on the Closing Date, in connection with the consummation of the AAG
Transaction, the Company and FOAEC entered into an Equity Matters Agreement (the
"Equity Matters Agreement") with AAG pursuant to which, among other things, AAG
joined and became a party to (i) the Amended and Restated Limited Liability
Company Agreement of FOAEC, dated as of
Item 2.01. Completion of Acquisition or Disposition of Assets.
As described in the Introductory Note above, on the Closing Date, the AAG Transaction was completed in accordance with the AAG Purchase Agreements.
The information in the Introductory Note above is incorporated by reference into this Item 2.01.
Item 3.02. Unregistered Sales of
As described in the Introductory Note above, on the Closing Date, (i) the Company issued to AAG one share of Company Class B Common Stock and FOAEC issued to AAG 19,692,990 FOAEC Units pursuant to the Asset Purchase Agreement and (ii) the Company issued 10,869,566 shares of Company Class A Common Stock to each of the Investors pursuant to their respective Stock Purchase Agreement. The offer and sale of the foregoing shares of Company Class A Common Stock and Company Class B Common Stock and the FOAEC Units were made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act").
Under the AAG Purchase Agreements, FOAEC may issue to AAG up to 14,200,676 additional FOAEC Units upon the occurrence of certain events. The maximum number of FOAEC Units issuable to AAG under the AAG Purchase Agreements is 33,893,666 FOAEC Units.
The information in the Introductory Note above is incorporated by reference into this Item 3.02.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
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mortgage lending business including extensive expertise in strategic planning,
accounting and financial management, regulatory compliance, quality control and
risk management, secondary operations and capital markets.
In connection with
Item 7.01. Regulation FD Disclosure.
On
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section and shall not deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, including with
respect to the Company's expectations regarding the AAG Transaction and the
Equity Investments. Forward-looking statements are not historical facts or
statements of current conditions, but instead represent only management's
beliefs regarding future events, many of which, by their nature, are inherently
uncertain and outside of the Company's control. These statements are subject to
risks, uncertainties, assumptions and other important factors. Factors that
could cause the Company's actual results to differ materially from those
expressed or implied in such forward-looking statements include, but are not
limited to, those described under "Risk Factors" included in the Company's
Annual Report on Form 10-K for the year ended
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses or Funds Acquired.
The financial statements required by this item will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K must be filed.
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(b) Pro Forma Financial Information.
The financial statements required by this item will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K must be filed.
(d) Exhibits. Exhibit Number Description 2.1 Asset Purchase Agreement, dated as ofDecember 6, 2022 , by and among the Company, FOAEC, FAR, AAG and, for the limited purposes described therein, the AAG Principal (incorporated by reference to Exhibit 10.16 to the Company's Annual Report on Form 10-K filed onMarch 16, 2023 ) 2.2 Servicing Rights Purchase and Sale Agreement, dated as ofDecember 6, 2022 , by and between FAR and AAG (incorporated by reference to Exhibit 10.19 to the Company's Annual Report on Form 10-K filed onMarch 16, 2023 ) 2.3 Loan Sale Agreement, dated as ofDecember 6, 2022 , by and between FAR and AAG (incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K filed onMarch 16, 2023 ) 2.4 Stock Purchase Agreement, dated as ofDecember 6, 2022 , by and between the Company and the Blackstone Investor (incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K filed onMarch 16, 2023 ) 2.5 Stock Purchase Agreement, dated as ofDecember 6, 2022 , by and between the Company and the BL Investor (incorporated by reference to Exhibit 10.18 to the Company's Annual Report on Form 10-K filed onMarch 16, 2023 ) 2.6 Amendment Agreement, dated as ofMarch 31, 2023 , by and between the Company, FOAEC, FAR, AAG and the AAG Principal 10.1 Equity Matters Agreement, dated as ofMarch 31, 2023 , by and among the Company, FOAEC and AAG 99.1 Press Release, dated as ofApril 3, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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