Sec Form 13D Filing - Blackstone Holdings II L.P. filing for - 2025-11-17

Item 4(a) of the Schedule 13D is hereby amended and restated to incorporate the following at the end thereof: On November 13, 2025, that certain repurchase agreement dated as of August 4, 2025, by and among the Issuer, FOA Equity and the Blackstone Repurchase Investors (the "Repurchase Agreement") was amended and restated by the parties thereto (the "Amended and Restated Repurchase Agreement"). Pursuant to the Amended and Restated Repurchase Agreement, the consummation of the Repurchase is expected to occur across two closings, referred to as the "First Closing" and the "Second Closing" (each, a "Closing"). At the First Closing, the Issuer will repurchase at least 50% of the Sold Equity (the "First Closing Sold Equity") on the earlier of (i) December 4, 2025 (the "Initial Outside Date") and (ii) the third business day following the satisfaction or waiver of conditions precedent set forth in the Amended and Restated Repurchase Agreement. At the Second Closing, the Issuer will repurchase the remaining Sold Equity not repurchased at the First Closing (the "Second Closing Sold Equity") no later than February 27, 2026. Each share of Class A Common Stock and each Class A LLC Unit will be purchased for $10.00 per share or Class A LLC Unit, and the shares of Class B Common Stock and Earnout Rights will be purchased for no consideration, as was contemplated in the Repurchase Agreement. However, such price for the Class A Common Stock and the Class A LLC Units will, for the Second Closing Sold Equity (and if the First Closing has not occurred on or prior to the Initial Outside Date, for all Sold Equity) increase by a fixed per annum rate equal to 15.00% accruing monthly. Further, if the First Closing does not occur on or prior to the Initial Outside Date, the purchase price will automatically increase by a premium of $10,037,271.20, which amount will be immediately due and payable upon the First Closing (or at the first time any Sold Equity is repurchased under the Amended and Restated Repurchase Agreement). Each Closing is subject to customary conditions and the First Closing is subject to the receipt of a customary opinion. The Closings are no longer subject to the condition set forth in the Repurchase Agreement that, without the Issuer's prior written consent, the Repurchase may not occur prior to the date that is 105 days after the entry into the Repurchase Agreement. Like the Repurchase Agreement, the Amended and Restated Repurchase Agreement includes certain interim operating covenants during the pendency of the Amended and Restated Repurchase Agreement. The Amended and Restated Repurchase Agreement also contains certain termination rights for the Issuer and the Blackstone Repurchase Investors, including the right of the Blackstone Repurchase Investors to terminate the Amended and Restated Repurchase Agreement if the First Closing has not occurred on or prior to the Initial Outside Date or if the Second Closing has not occurred on or prior to February 27, 2026. In addition, if the First Closing has not occurred on or prior to the Initial Outside Date or if the Second Closing has not occurred on or prior to February 27, 2026, the Blackstone Repurchase Investors will have the right to transfer its Sold Equity to unaffiliated third parties, and any Sold Equity so transferred will reduce the amount repurchased by the Issuer under the Amended and Restated Repurchase Agreement. The foregoing is a summary of the material terms of, and is qualified by, the Amended and Restated Repurchase Agreement, which is attached hereto as Exhibit L and incorporated herein by reference.

Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety as follows: The information set forth in rows (11) and (13) of the cover pages of this Schedule 13D is incorporated by reference into this Item 5. In addition to the reported securities, BTO Urban Holdings L.L.C. holds 594,246 Earnout Rights, Blackstone Family Tactical Opportunities Investment Partnership - NQ - ESC L.P. holds 3,410 Earnout Rights, BTO Urban Holdings II L.P. holds 223,804 Earnout Rights and Blackstone Tactical Opportunities Associates - NQ L.L.C. holds 36,300 Earnout Rights. BTO Urban Holdings L.L.C. is owned by the Blackstone Tactical Opportunities Funds, BTAS NQ Holdings L.L.C. and Blackstone Family Tactical Opportunities Investment Partnership SMD L.P. Blackstone Tactical Opportunities Associates - NQ L.L.C. is the general partner of each of the Blackstone Tactical Opportunities Funds and BTO Urban Holdings II L.P. The sole member of Blackstone Tactical Opportunities Associates - NQ L.L.C. is BTOA - NQ L.L.C. The managing member of BTOA - NQ L.L.C. is Blackstone Holdings II L.P. The managing member of BTAS NQ Holdings L.L.C. is BTAS Associates - NQ L.L.C. The managing member of BTAS Associates - NQ L.L.C. is Blackstone Holdings II L.P. The general partner of Blackstone Family Tactical Opportunities Investment Partnership SMD L.P. is Blackstone Family GP L.L.C. Blackstone Family GP L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Mr. Schwarzman. The general partner of Blackstone Family Tactical Opportunities Investment Partnership - NQ - ESC L.P. is BTO-NQ Side-by-Side GP L.L.C. The sole member of BTO-NQ Side-by-Side GP L.L.C. is Blackstone Holdings II L.P. The general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP L.L.C. Blackstone Inc. is the sole member of Blackstone Holdings I/II GP L.L.C. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Class A Common Stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such shares of Class A Common Stock. The Reporting Persons and Brian Libman and his affiliates may be deemed to be members of a group for purposes of Section 13(d) of the Exchange Act. Mr. Libman and his affiliates file a separate Schedule 13D and amendments thereto to report the Class A Common Stock that they may be deemed to beneficially own. Collectively, the Reporting Persons and Mr. Libman and his affiliates may be deemed to beneficially own in the aggregate, 17,331,176 shares of Class A Common Stock, representing 83.0% of the outstanding Class A Common Stock, calculated pursuant to Rule 13d-3 of the Exchange Act.

Item 5(b) of the Schedule 13D is hereby amended and restated in its entirety as follows: The information set forth in rows (7) through (10) of the cover pages of this Schedule 13D is incorporated by reference into this Item 5(b).

Item 5(c) of the Schedule 13D is hereby amended and restated in its entirety as follows: None of the Reporting Persons, to the best knowledge of the Reporting Persons, has effected any transactions in Class A Common Stock in the past 60 days.

Not Applicable.

Not Applicable.

The information set forth in Item 4 of this Amendment No. 9 is hereby incorporated by reference into this Item 6.

Item 7 of the Schedule 13D is hereby amended to add the following at the end thereof: Exhibit L Amended and Restated Repurchase Agreement, dated November 13, 2025, by and among Finance of America Companies Inc., Finance of America Equity Capital LLC, Blackstone Tactical Opportunities Associates - NQ L.L.C., BTO Urban Holdings L.L.C., Blackstone Family Tactical Opportunities Investment Partnership - NQ ESC L.P., and BTO Urban Holdings II L.P. (incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by with the SEC on November 13, 2025). Exhibit M Signature Page, dated November 17, 2025. Exhibit N Schedule of the Executive Officers and Directors of Blackstone Inc.