Annual report pursuant to Section 13 and 15(d)

Notes Payable, Net

v3.24.0.1
Notes Payable, Net
 12 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
Notes Payable, Net
19. Notes Payable, Net
On November 5, 2020, FOAF issued $350 million aggregate principal amount of senior unsecured notes due November 15, 2025 (the “Notes”). The Notes bear interest at a rate of 7.875% per year, 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 consolidated domestic subsidiaries, excluding FOAF and subsidiaries.
In accordance with the agreement, 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 the twelve-month period following November 15, 2023 and at any time after November 15, 2024 is 101.969% and 100%, respectively, of the principal amount plus accrued and unpaid interest thereon. 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. FOAF has not redeemed any of the Notes since they were issued in November 2020.
The Notes contain covenants limiting, among other things, FOAF and its restricted subsidiaries’ ability to incur certain types of 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 with respect to the Notes has occurred and is continuing. The Company was in compliance with all required covenants related to the Notes as of December 31, 2023.
The Company also has related-party promissory notes, which are further discussed in Note 30 - Related-Party Transactions.
A summary of the outstanding notes payable, net, is presented in the table below (in thousands):

Description Maturity Date Interest Rate December 31, 2023 December 31, 2022
Senior unsecured notes November 2025 7.875% $ 350,000  $ 350,000 
Related-party notes (Note 30 - Related-Party Transactions)
 59,130  46,790 
Fair value adjustment, net of amortization(1)
1,781  2,612 
Total notes payable, net $ 410,911  $ 399,402 
(1) In conjunction with a previous business combination, 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.
The interest expense was $34.6 million and $31.0 million for the years ended December 31, 2023 and 2022, respectively.