ClassA Common Stock outstanding as of August16, 2021, based on information set forth in the Issuers Quarterly Report on Form10-Qfiled by the Issuer on August16, 2021, and Updated Oct. 13, 2020 8:07 am ET Consumer-lending platform and Blackstone Group portfolio company Finance of America Equity Capital LLC is set to go public with a valuation of $1.9 billion through a blank-check merger, this year's hottest way to list shares. Agreement and LTIP Award Settlement Agreement contained in this Item 6 are not intended to be complete and are qualified in their entirety by reference to such documents, which are filed as exhibits hereto and incorporated by reference herein. violation with respect to such laws. "We look forward to accelerating our growth across cycles as we increasingly leverage our complementary portfolio of businesses, differentiated technology capabilities, and a capital-light model with fully integrated capabilities.". indemnify the registration rights holders against (or make contributions in respect of) certain liabilities which may arise under the Securities Act. Within 90 days after receipt of a demand for such registration, the Issuer will be required to use its reasonable best Brian Lewis Libman - Biography - MarketScreener.com Why Finance of America was not initially looking to go public via SPAC Credit Suisse Securities (USA) LLC is acting as capital markets advisor to Replay Acquisition. in Economics from LeMoyne College. The shares of ClassB Common Stock have no economic rights, but entitle each holder, Agent Ashley Lickle ONeil the Lickles daughter co-listed the property with agent Ashley Copeland. Any ClassA Common Stock received by the Blackstone Investors or the BL Investors in any such exchange during the applicable restricted periods would be subject to thelock-upagreements entered into in connection with the Business Combination. Previously cities included Nantucket MA, Miami FL and Sunny Isles Beach FL. ownership of such shares of ClassA Common Stock. Last month, another mortgage lender announced plans to go public. Pursuant to the terms of the Amended and Restated Long-Term Incentive Plan, 25% of the Replacement RSUs vested on the RSU grant date (the Grant Date RSUs), and the remaining 75% will Founded in 2016, the Finance of America Foundation connects families to crucial resources needed during financial hardships. in Electrical Engineering from the California Institute of Technology in 1983, and graduated magna cum laude with a B.S. shares to be sold by holders that exercise their related piggyback rights in accordance with the Registration Rights Agreement. a grant date fair value of $10.00 per share. Urban Financial Sells to Investor Group in $80 Million Deal [update] The principal business of Mr. Libman is managing the affairs of LFH and TMO, including with respect to their investment in the Issuer and, in such capacity, serves as Chairman of the Issuer. in Political Science from Hampton University. Anthony W. Villani, Chief Legal Officer, (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications), (Date of Event Which Requires Filing of this Statement), If the filing person has Mr. Lord holds a B.S. Joint Filing Agreement, dated as of August26, 2021, by and among the Reporting Persons (filed herewith). Transaction Agreement (incorporated by reference to Exhibit 10.3 to the Issuers Current Report on Form 8-K filed on April7, 2021). All of the securities reported herein were acquired for investment purposes. Your California Privacy Rights/Privacy Policy. The Company operates in four large and growing markets including Mortgage, Reverse Mortgage, Commercial Real Estate, and Fixed Income Investing, with each supported by powerful structural tailwinds such as low interest rates, underserved markets, fragmented competition, constructive demographic trends, and favorable supply and demand imbalances, which lower volatility and create stable, growing earnings. He previously worked at [] This press release is not a proxy statement or solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business combination. Libman as the sole manager. Share. AJ Stewart (Photo courtesy of Stewart's family) The family of a Black man stabbed and killed by a White man over a parking spot is pleading for harsher charges against . Tactical Opportunities (Tac Opps) is Blackstones opportunistic investment platform. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Built in 1956, the house has six-bedrooms and 7,522 square feet of living space, inside and out. Over half of the sponsors founder shares of Replay Acquisition will be deferred and subject to share price hurdles. representing 82.2% of the outstanding ClassA Common Stock. The consumer-lending platform said a merger with publicly-listed SPAC Replay Acquisition is in place. The Reporting Persons own Replay Acquisition, Finance of America, New Pubco and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Replay Acquisitions shareholders in connection with the proposed business combination. of 85% of the cash tax benefits, if any, that the Issuer is deemed to realize (calculated using certain simplifying assumptions) as a result of (i)tax basis adjustments as a result of sales and exchanges of units in connection with or The transaction implies an equity valuation at closing for the combined company of $1.9 billion. The Lickles have moved to a condominium in downtown West Palm Beach, Bill Lickle, a retired banker, told the Daily News in a February article. takes into account any shares of ClassA Common Stock underlying FoA Units held by the Reporting Persons, as applicable. Important Information About the Proposed Business Combination and Where to Find It. Contact Number We have also driven product innovation across sectors complemented by successful acquisitions, to broaden product capabilities, distribution reach, and customer sets resulting in growing, cycle-resistant earnings, said Brian Libman, Chairman and Founder of Finance of America. not treated as a publicly traded partnership for U.S. federal income tax purposes. Earnout Securities that would be issuable to certain Continuing Unitholders and Blocker GP (but not the aggregate amount of Earnout Securities issuable to all Continuing Unitholders and Blocker GP). Check the Appropriate Box if a Member Furthermore, the Companys capital markets and portfolio management capabilities inform product innovation, optimize execution, and allow for selective retention of assets while delivering superior risk-adjusted returns to investors. Simpson Thacher & Bartlett LLP is acting as legal advisor to Finance of America. persons. Follow Blackstone on Twitter @Blackstone. Pursuant to the Registration Rights Agreement, upon Best Match Powered by Whitepages Premium AGE 50s Brian Mitchell Libman Delray Beach, FL (Kings Point) Aliases Brian M Lebman View Full Report Addresses (the Exchange Agreement). Prior to joining Goldman Sachs & Co. LLC in 1999, he was founder and CEO of Greenthal Realty Partners LP and GRP Financial LLC from 1992 to 1999. Moreover, upon the individuals nominated as the Companys directors in accordance with the terms of the Stockholders Agreement. This Schedule 13D (this Schedule 13D) relates to the ClassA common stock, par value $0.0001 per share (the We look forward to accelerating our growth across cycles as we increasingly leverage our complementary portfolio of businesses, differentiated technology capabilities, and a capital-light model with fully integrated capabilities., Menes Chee, Senior Managing Director at Blackstone, said: Blackstone is proud to have supported the Companys significant growth since its founding becoming a leader and innovator in the market. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of Replay Acquisitions directors and executive officers in Replay Acquisitions Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC on March 25, 2020. the demand of any Principal Stockholder, the Issuer will be required to facilitate anon-shelfregistered offering of the Issuers shares requested by such Principal Stockholder to be included identical and subject to the same terms, conditions and requirements. FormS-3)after receipt of a demand for such registration, the Issuer will be required to use its reasonable best efforts to file a registration statement relating to such demand. The address of the principal business office of Mr.Libman, LFH and TMO is 12 Wilton Road, Westport, CT 06880, Attn: Brian Libman, New Canaan, CT In addition, in connection with the Business Combination, the Issuer issued to each of the Continuing Unitholders, including LFH and Blackstone is a full-service, private-equity funded investment bank based out of New York. lowest whole number of directors that is greater than 30% of the members of the Board; if the Blackstone Investors or the BL Investors, as the case may be, hold between 20% and 30% of such outstanding shares, such applicable investors will be Combination, the Blackstone Investors and the BL Investors entered into a letter agreement pursuant to which the Blackstone Investors and the BL Investors agreed, among other things, to permit the Blackstone Investors to have priority over the BL Watch . LIBMAN BRIAN L SC 13D Filing Concerning FOA on 2021-08-16 - WhaleWisdom.com Units and 227,712 Earnout Rights. Replay Acquisitions shareholders and other interested persons are advised to read, when available, the Form S-4, including the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and documents incorporated by reference therein, as well as other documents filed with the SEC in connection with the proposed business combination, as these materials will contain important information about Finance of America, Replay Acquisition and the proposed business combination. the same service-based vesting conditions as the Replacement RSUs to which they relate, as discussed above. Brian Lin is a Managing Director in the Real Estate group. For Finance of America Investor Relations: ir@financeofamerica.com, For Finance of America Media: pr@financeofamerica.com, For Replay Acquisition Corp.: info@replayacquisition.com. Ms. Corio previously worked for JPMorgan Chase from October 1982 to March 2013 where she held various positions, including Treasurer and, separately, Head of Restructuring within the Investment Banking division, where she led corporate financings from June 1995 to August 2008. The Grant Date RSUs will be settled on or promptly following the 181st date following the Closing Date. 73,033,375 limited liability company units of FoA (FoA Units), 1,380,247 shares of ClassA Common Stock and 8,564,208 Earnout Securities of the Issuer (Earnout Rights) and (ii)TMO received 1,941,876 Before joining Blackstone, Mr. Lin worked at Bank of America Merrill Lynch in the commercial real estate lending business. Finance of America seamlessly connects borrowers with investors. (c) Pursuant to the limited liability company agreements of LFH and TMO, each of LFH and TMO is managed by a board of managers consisting of Brian /s/ Menes Chee Name: Menes Chee Title: Authorized Person BTO URBAN HOLDINGS II L.P. By: Blackstone Tactical Opportunities Associates - NQ L.L.C., its general partner By: BTOA - NQ L.L.C., its sole member On June 9, 2022, Mr. Libman was granted 47,619 restricted stock units, which vest on the earlier of (i) June 9, 2023 or (ii) the first regularly scheduled annual meeting of the stockholders of the Issuer following the grant date and each of which represents a contingent right to receive one share of Class A Common Stock of the Issuer. ownedby each reporting person with: Aggregate Amount Beneficially Owned by Each Reporting Person, Check if the Aggregate Amount in Row As a holder exchanges FoA Units for shares of ClassA Common Stock, the voting power afforded to such holder of FoA Units by their shares of brian libman blackstone. In connection with the Urban Holdings L.L.C., Blackstone Family Tactical Opportunities Investment Partnership NQ ESC L.P., LFH, TMO, L and TF, LLC, UFG Management Holdings LLC and Joe Cayre, are collectively referred to herein as the Continuing an aggregate of 74,975,251 FoA Units, 1,706,911 shares of ClassA Common Stock and 8,791,920 Earnout Rights, which includes (i) 326,664 shares of ClassA Common Stock held by Mr.Libman; (ii) 73,033,375 FoA Units, 1,380,247 shares of Date, each Principal Stockholder will not, and will cause any other holder of record of any of such Principal Stockholders Issuer securities not to, transfer any of such Principal Stockholders Issuer securities, other than any such www.financeofamerica.com, Founded by Edmond Safra, Gregorio Werthein and Gerardo Werthein, Replay Acquisition Corp. is a NYSE-listed blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses on industries that we believe have favorable prospects and a high likelihood of generating strong risk-adjusted returns for our shareholders. Item5. Earnout Securities means (i)in the case of an issuance by the Issuer to the Blocker Shareholders, shares of ClassA Common Stock and (ii)in the case of an issuance by FoA to Blocker GP Estimated cash proceeds will consist of the PIPE in addition to Replay Acquisitions $288 million of cash in trust, subject to redemptions. although, subject to the agreements described herein, the Reporting Persons, at any time and from time to time, may review, reconsider and change their position and/or change their purpose and/or The following shares of the Issuers ClassA Common Stock were purchased following the Business Combination: (i)on August16, 2021, Blackstone Talked With Ken Griffin's Citadel About Buying Stake Audit. the sixth anniversary of the Closing Date; and (ii) 9,000,000 Earnout Securities, in the aggregate, in the event that the average trading price of the ClassA Common Stock is $15.00 or greater for any 20 trading days within a period of 30 Brian Carroll may also have lived outside of Ocean Shores, such as Puyallup, Montesano and 2 other cities in Washington. Pro forma for the transaction, assuming no redemptions by Replay Acquisitions public shareholders, Management, entities managed by Finance of Americas founder and funds managed by Blackstone Tactical Opportunities will own approximately 70% of the combined company. Stockholders Agreement also provide each Principal Stockholder with basic information and management rights, as well as detailed venture capital operating company covenants. vote generally. [Finance of America Companies Inc. Schedule 13D]. Stockholders to assign their rights and obligations under the agreement, in whole or in part, without the Issuers prior written consent. (d) To the best knowledge of the Reporting Persons, no one other than the securities purchased pursuant to PIPE Agreements executed concurrently with the execution of the Transaction Agreement or on the open market. In connection with the acquisitions described in this Schedule 13D, the Reporting Persons have evaluated and In a statement, Brian Libman, chairman and founder of Finance of America, said the goal is to further expand the firm's capabilities "to serve the full range of borrower needs" and "achieve. The number of directors that each of LIBMAN BRIAN L SC 13D/A Filing Concerning FOA on 2022-12-06 Personal details about Brian include: political affiliation is unknown; ethnicity is Middle Eastern . Brian L. Libman oversees our Company's business strategy and has served as the Chairman of our board of directors since the closing of the Business Combination. develop such plans and may seek to influence management or the Board of the Issuer with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer or other Item 6 of the Schedule 13D is hereby amended and supplemented as follows: Stock Purchase Agreement. Brian Lee Anderson (age 63) from Ocean Shores, Wa and has no known political party affiliation. Our management has consistently sought to focus on the best outcomes for our business and investments over a period of years rather than . Meanwhile, Cook and Brian Libman, the founder of Finance of America, worked with West, a partner in Centerbridge, during their days as executives at Green Tree Servicing (a company that was merged into the now-defunct Ditech). may receive additional securities of the Issuer in connection with the Issuers compensation program. The Tax Receivable Agreements generally provide for the payment by the Issuer to certain owners of FoA prior to the Business Combination (the TRA Parties) Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Finance of America joins SPAC IPO bandwagon Blackstone Investors) and an entity controlled by Brian L. Libman (Brian L. Libman and certain entities controlled by him, the BL Investors and, together with the Blackstone Investors, the Principal the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference. All subsequent written and oral forward-looking statements concerning Replay Acquisition, Finance of America or New Pubco, the transactions described herein or other matters and attributable to Replay Acquisition, Finance of America, New Pubco or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. trading day period. average price of the ClassA Common Stock exceeds certain thresholds. Ratings are constrained by higher leverage relative to peers, continued reliance on secured, short-term wholesale funding facilities, elevated key person risk related to its founder and Chairman, Brian Libman, and private equity ownership through an affiliated investment vehicle of Blackstone Inc. (Blackstone; A+/Stable), which could impact the We do this by using extraordinary people and flexible capital to help companies solve problems. Refine Your Search Results. On a lot of about a third of an acre, the house backs up to 100 feet of lakefront on the island's east side. Before joining Blackstone in 2019, Mr. Kaufman was the Managing Partner of The Kaufman Companies, a privately held hospitality asset management, development and investment group in the U.S. and Europe. RSUs if the Issuer achieves specified volume-weighted average price per share targets of $12.50 per share and $15.00 per share during the six year period following the transaction, subject to continued employment. The house was last listed at $10.9 million, down from the $11.9 million price it carried when it entered the local multiple listing service in early January. We look to further expand our capabilities to serve the full range of borrower needs and achieve investor goals while continuing to produce sustainable earnings growth.. Prior to creating Finance of America in 2013, he was the managing partner and CEO of Green Tree Servicing and became the Chief Strategy Officer of its public market successor. The companies expect $250 million in funding from institutional investors through private investment in public equity (PIPE) of $10 per share. Refine Your Search Results. Ms. Corio currently serves as a Senior Managing Director at OEP. The principal business of LFH is to make investments, including in securities of the Issuer. Unitholders and Blocker Shareholders will deliver to the Issuer FoA Units and shares of ClassA Common Stock, respectively, in settlement of the awards in accordance with the terms set forth in the LTIP Award Settlement Agreement. Directors of the Issuer, Mr.Libman intends to continue taking an active role in the Issuers management. number and percentage of the ClassA Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct
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