Replay Acquisition will file an investor presentation relating to the proposed transaction with the U.S. Securities and Exchange Commission (the SEC) as an exhibit to a Current Report on Form 8-K prior to the call, which will be available on the SECs website at www.sec.gov. Mr.Libman intends to be involved in approvals or recommendations with respect to the issuance of additional securities of the Issuer to other employees of the Issuer or its subsidiaries. The transaction implies an equity valuation at closing for the combined company of $1.9 billion. In connection with the acquisitions described in this Schedule 13D, the Reporting Persons have evaluated and Finance of America is an end-to-end consumer lending and services platform which seamlessly connects borrowers with investors. Mr.Libman and an entity for which Mr.Libman serves as a trustee purchased 25,287 and 71,969 shares, respectively, at a weighted average price of $5.16 per share (these shares were purchased in multiple transactions ranging from $5.075 to Ms. Corio currently serves as a Senior Managing Director at OEP. Prior to his role with TFO USA, Mr. Pratcher served as the Director of Opportunistic Investments and the Director of Absolute Return Strategies at the New York State Common Retirement Fund from 2007 to 2017. We provide the first and only end-to-end vertically integrated platform in the lending business. It had no backyard, so I made it into a Charleston garden with the pool, brick (terraces) and fountain, and we put in a major dock, he said. (d) To the best knowledge of the Reporting Persons, no one other than the Meet the Blackstone BXLS Life-Sciences Investing Team: Interviews We moved 1 foot off the island," Lickle quipped. following the Business Combination and certain distributions with respect to units, (ii)the Issuers utilization of certain tax attributes attributable to Blocker or holders of limited liability company interests of Blocker outstanding ClassA Common Stock, and 8,564,208 Earnout Rights held by LFH; and (iii) 1,941,876 FoA Units and 227,712 Earnout Rights held by TMO. Share. In the deal on. The Reporting Persons undertake to provide to the Issuer, The Company is headquartered in Irving, TX, and has an industry leading list of strategic and capital partners including funds managed by The Blackstone Group Inc., the leading global asset manager. Numberof shares beneficially For example, if a holder of ClassB Common Stock holds Brian Libman - Address & Phone Number | Whitepages the Issuer. Blackstone Tax Receivable Agreement, the Tax Receivable Agreements). Finance of America seamlessly connects borrowers with investors. Home - Blackstone - Quarter Midgets of America Blackstone-backed Finance of America to go public through SPAC deal than 40% of the outstanding shares of ClassA Common Stock, assuming a full exchange of all FoA Units for the publicly traded ClassA Common Stock, such applicable investors will be entitled to designate the lowest whole number of Blackstone and its affiliates are filing a separate Schedule 13D to report Since his retirement from Centerbridge Partners in 2018, Mr. West has been an active private investor in and Senior Advisor to several businesses. In addition, in his capacity as Chairman of the Board of Directors and as a member of the Issuers compensation committee, Blackstone Announces Appointment of Brian X. Tierney as Global Head of Furthermore, the Stockholders Agreement also requires the Issuer to cooperate with the Principal The Tac Opps team invests globally across asset classes, industries and geographies, seeking to identify and execute on attractive, differentiated investment opportunities. The Exchange Agreement sets forth the terms and conditions upon which holders of FoA Units may exchange their FoA Units for shares of ClassA Common Stock on aone-for-onebasis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. indemnify the registration rights holders against (or make contributions in respect of) certain liabilities which may arise under the Securities Act. 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). Brian Libman is 57 years old and was born on 08/04/1965. Brian Libman's Instagram, Twitter & Facebook on IDCrawl In addition, prior to the closing of the Business Combination, the Blackstone Investors and the BL Investors entered into a letter agreement pursuant misdemeanors). Our management has consistently sought to focus on the best outcomes for our business and investments over a period of years rather than . 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 Brian Flowers in Ocean Shores, Washington | Phone Number, Email Units and 227,712 Earnout Rights. Read More . [Finance of America Companies Inc. Schedule 13D]. ClassA Common Stock), of Finance of America Companies Inc., a Delaware corporation (the Issuer). keep free and clear of any pledge or other encumbrance a number of FoA Units or shares of ClassA Common Stock, respectively to satisfy their settlement obligations under the LTIP Award Settlement Agreement. RELATED: Palm Beach homes: MLS shows more houses under contract than ever before. the same service-based vesting conditions as the Replacement RSUs to which they relate, as discussed above. Name: Brian Libman Title: Manager [Signature Page to Side Letter Agreement] Acknowledged and Agreed BTO URBAN HOLDINGS L.L.C. Commenting on the search for a successor, FOA board chair Brian Libman said: "We are committed to moving swiftly, but deliberately - and we are looking far and wide for the best leader to take . To listen to the prepared remarks, please visit here or dial 1-844-385-9713. Investor Conference Call/Webcast Information. in FoA and remained employed as of the RSU grant date, in consideration for the cancellation of a portion of their phantom units, replacement RSUs (the Replacement RSUs) that will vest into shares of ClassA Common Stock with actions described in subparagraphs (a)through (j)of Item 4 of Schedule 13D. company, UFG Management Holdings LLC, a Delaware limited liability company, and Joe Cayre; and BTO Urban Holdings L.L.C. Chairman Emeritus & Former Chief Executive Officer, Ogilvy & Mather Worldwide The Right Honourable Brian Mulroney Partner at Norton Rose Fulbright and Former Prime Minister of Canada William G. Parrett Retired CEO and Senior Partner, Deloitte (Deloitte Touche Tohmatsu) Ruth Porat Chief Financial Officer of Alphabet Inc. and Google Inc Directory Most of these factors are outside Replay Acquisitions and Finance of Americas control and are difficult to predict. their FoA Units for shares of ClassA Common Stock. The guiding principle of Customers First, Last and Always has helped drive Finance of Americas success. Stockholders Agreement (incorporated by reference to Exhibit 10.2 to the Issuers Current Report on Form 8-K filed on April7, 2021). 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. 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 Resides in Ocean Shores, WA. FINANCE OF AMERICA COMPANIES SET TO GO PUBLIC THROUGH A BUSINESS COMBINATION WITH REPLAY ACQUISITION CORP. Strong top line growth and superior operating leverage, with a 41% revenue CAGR from 2018 to 2020E, a 188% GAAP pre-tax income CAGR, and a 182% CAGR for Adjusted EBITDA, Brian Libman, Founder and Chairman of Finance of America, Patricia Cook, Chief Executive Officer, and Graham Fleming, President, will continue to lead the company, Implied equity value of the combined company at closing is approximately $1.9 billion, Top-tier institutional investors have committed to a $250 million PIPE at price per share of $10.00, Management, founder and Blackstone to remain closely aligned with shareholders at transaction close, Transaction is expected to close in the first half of 2021, Investor call scheduled for October 13, 2020. Foundation - Finance of America Companies trading day period. Follow Blackstone on Twitter @Blackstone. a***@blackstone.com. RELATED: Views keep things lively at Lickles home on Everglades Island. Engage via Email. In his current role as Chairman, Brian Libman oversees Finance of America Companies' business strategy. in Political Science from Hampton University. In June, Blacksttone figured into another sale across town. Board Members. (f) See Item 2(a)-(b) above for citizenship or place of organization, as applicable, of each of the Reporting Brian Lin is a Managing Director in the Real Estate group. Personal details about Brian include: political affiliation is unknown; ethnicity is Middle Eastern . Tyson A. Pratcher joined the Companys board of directors upon the closing of the Business Combination. 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. See Rule 13d-7 for other parties to whom copies are to be sent. The Reporting Persons own Letter Agreement, dated April 5, 2021, by and among Continuing Unitholder Representative and Replay He is a male registered to vote in Grays Harbor County, Washington. LIBMAN BRIAN L SC 13D/A Filing Concerning FOA on 2022-08-08 Exchange Act of 1934, as amended (the Exchange Act) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes). Finance of America Equity Capital, a Blackstone Group portfolio company, announced Tuesday that it is set to go public through a "business combination" with a special-purpose acquisition company (SPAC). Beyond product offerings, the Company offers ancillary services to its partners and to enhance the customer experience, resulting in incremental fee income. 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 brian libman blackstone. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom. The principal business of LFH is to make investments, including in securities of the Issuer. Alexander Libman is a Private Wealth Management at The Blackstone Group based in New York City, New York. "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.". For Finance of America Investor Relations: ir@financeofamerica.com, For Finance of America Media: pr@financeofamerica.com, For Replay Acquisition Corp.: info@replayacquisition.com. A Delaware limited liability company linked to Sharon and Brian Libman of New Caanan, Connecticut, paid a recorded $12.4 million for a seaside house at 101 Nightingale Trail. Blackstone mortgage venture set to become largest nonbank lender? (such holders, the Blocker Shareholders), and (iii)certain Stockholders in connection with certain future pledges, hypothecations, grants of security interest in or transfers (including to third party investors) of any or all of the FoA Units held by the Principal Stockholders, including to banks or Such persons can also read Replay Acquisitions Annual Report on Form 10-K for the fiscal year ended December 31, 2019, for a description of the security holdings of Replay Acquisitions officers and directors and their respective interests as security holders in the consummation of the proposed business combination. Estimated cash proceeds will consist of the PIPE in addition to Replay Acquisitions $288 million of cash in trust, subject to redemptions. Mr. Libman has spent his entire career in the specialty finance area and has been involved in structuring and consummating the acquisitions of more than twenty businesses. All text and design is copyright 2020 WhaleWisdom.com. Our $564. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change, or other circumstances that could give rise to the termination of the definitive merger agreement (the Agreement); (2) the outcome of any legal proceedings that may be instituted against Replay Acquisition, New Pubco and/or Finance of America following the announcement of the Agreement and the transactions contemplated therein; (3) the inability to complete the proposed business combination, including due to failure to obtain approval of the shareholders of Replay Acquisition, certain regulatory approvals, or satisfy other conditions to closing in the Agreement; (4) the occurrence of any event, change, or other circumstance that could give rise to the termination of the Agreement or could otherwise cause the transaction to fail to close; (5) the impact of COVID-19 on Finance of Americas business and/or the ability of the parties to complete the proposed business combination; (6) the inability to obtain or maintain the listing of New Pubcos shares of common stock on the NYSE following the proposed business combination; (7) the risk that the proposed business combination disrupts current plans and operations as a result of the announcement and consummation of the proposed business combination; (8) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of Finance of America to grow and manage growth profitably, and retain its key employees; (9) costs related to the proposed business combination; (10) changes in applicable laws or regulations; and (11) the possibility that Finance of America or Replay Acquisition may be adversely affected by other economic, business, and/or competitive factors. Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC served as lead placement agents and Credit Suisse Securities (USA) LLC served as placement agent for the PIPE. entitled to designate the lowest whole number of directors that is greater than 20% of the members of the Board; and if the Blackstone Investors or the BL Investors, as the case may be, hold between 5% and 20% of such outstanding shares, such Contact Number Securities Act). Pursuant to the terms and conditions of the Stock Purchase Agreement (the " Stock Purchase Agreement "), dated as of December 6, 2022, by and among the Issuer and Libman Family Holdings, LLC, a Connecticut limited liability company (the . Within 45 days (in the case of a shelf registration on FormS-1)or 30 days (in the case of a shelf registration on Parties in an amount equal to the present value of future payments under the Tax Receivable Agreements, which payment would be based on certain assumptions, including an assumption that any FoA Units that have not been exchanged are deemed exchange Copyright 1996-2023 KM Business Information US, Inc, Unlocking branding opportunities for brokers, Controversial Prop. 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. Note: Schedules filed in paper format shall Brian Lee Anderson (age 63) from Ocean Shores, Wa and has no known political party affiliation. interests in partnership capital or profits. Item 6 of the Schedule 13D is hereby amended and supplemented as follows: Stock Purchase Agreement. 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. He began his career at Lehman Brothers and spent more than a decade developing the loan acquisition, servicing and lending businesses there, including the creation of Aurora Loan Services, one of the nations leading alternative mortgage originators and servicers. 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 Nominating and Corporate Governance. Transaction Agreement (incorporated by reference to Exhibit 10.3 to the Issuers Current Report on Form 8-K filed on April7, 2021). The following shares of the Issuers ClassA Common Stock were purchased following the Business Combination: (i)on August16, 2021, Blackstone is a full-service, private-equity funded investment bank based out of New York. The transaction will require the approval of the shareholders of Replay Acquisition, and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. Product offerings include mortgages, reverse mortgages, and loans to residential real estate investors distributed across retail, third party network, and digital channels. The 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 Libman as vest in equal installments on each of the first three anniversaries of the Closing Date, subject to each holders continued employment. ownership of such shares of ClassA Common Stock. consequences to the Issuer of the obligation to settle such awards Accordingly, in connection with the settlement of each vested Replacement RSU award and any related Earnout Right RSUs for which the earnout condition is achieved, the Continuing Blackstone-backed Finance of America to merge with Replay Acquisition The Reporting Persons acquired the securities reported herein for investment purposes, subject to the following: The information in Item 6 of this Schedule 13D is incorporated herein by reference. www.replayacquisition.com, Blackstone is one of the worlds leading investment firms. The aggregate Ms. Corio serves as a member of the board of directors of public companies Cicor Technologies Ltd. (SWX:CICN-CH) and GO Acquisition Corp. (NYSE:GOAC.U), a SPAC, and private companies Omni Environmental Solutions, Wood Technologies International, and Bibliotheca. Brian Lin - Blackstone Form 8-K filed on April7, 2021). The shares of ClassB Common Stock have no economic rights, but entitle each holder, Credit & Insurance. 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. (d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar Agent Ashley Lickle ONeil the Lickles daughter co-listed the property with agent Ashley Copeland. Brian Kaufman - Blackstone Brian Lee Anderson from Ocean Shores, Washington | VoterRecords.com Moreover, upon the The Lickles have ties to Wilmington, Delaware, and the Colonial-style house on Everglades Island reminded Bill Lickle of some houses there, he told the Daily News. When available, the definitive proxy statement/prospectus will be mailed to shareholders of Replay Acquisition as of a record date to be established for voting on the proposed business combination. 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. Before joining Centerbridge, Mr. West was a Partner Managing Director at Goldman Sachs & Co. LLC, where he headed the firms Principal Finance Group. From August 2013 until February 2016, Mr. Lord served as both President of AOL and CEO of AOL Platforms at Verizon Communications Inc. Mr. Lord also held a number of leadership roles at Razorfish, Inc. from November 2002 to July 2013, serving most recently as Global CEO. securities purchased pursuant to PIPE Agreements executed concurrently with the execution of the Transaction Agreement or on the open market. 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 Ocean Shores, Washington. Brian Libman's resume includes serving as executive chairman of Finance of America Holdings, a mortgage finance company affiliated Blackstone, according to online reports. The transaction implies an equity valuation at closing for the combined company of $1.9 billion. The Earnout Right RSUs will have Over half of the sponsors founder shares of Replay Acquisition will be deferred and subject to share price hurdles. Initiatives include the Finance of America Foundation in partnership with former Congressman Barney Frank providing support, education and relief to distressed borrowers, and Finance of America Cares, a nonprofit organization created in partnership with employees to serve local community needs. 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 Jan 02, 2022. If the Issuer exercises its right to terminate the Tax Receivable Agreements or in the case of a change in control of the Issuer or a material breach of the 2. Brian L LibmanChairman, Replay Acquisition Corp. Brian L Libman. herein as beneficially owned by the Reporting Persons. (c) Except as set forth in Item 3 of this Schedule 13D, none of the Reporting Persons Also, subject to applicable approvals from the compensation committee of the board of directors of the Board, Mr.Libman Prior to joining OEP in 2018, Ms. Corio served as the CFO of American Express Global Business Travel from June 2014 to June 2017. 1,000 FoA Units as of the record date for determining stockholders of the Issuer that are entitled to vote on a particular matter, such holder will be entitled by virtue of such holders ClassB Common Stock to 1,000 votes on such matter. (a) and (b)Calculations of the percentage of the shares of ClassA Common Stock beneficially owned assumes that there were 59,881,714 shares of 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 Our daily newsletter is FREE and keeps you up to date with the world of mortgage. Finance of America expands, brings B2R Finance, Jordan - HousingWire 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 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 In addition, the Registration Rights Agreement entitles the Principal Brian Blackstone wrote about the European Central Bank from The Wall Street Journal's Frankfurt office. and certain permitted transferees thereof, may on a quarterly basis (subject to the terms of the Exchange Agreement) exchange. Brian Edward Carroll, 56. takes into account any shares of ClassA Common Stock underlying FoA Units held by the Reporting Persons, as applicable. April 1, 2021 . The nomination rights of each Principal Stockholder are substantially 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. Blackstone Announces Appointment of Brian X. Tierney as Global Head of Infrastructure Portfolio Operations and Asset Management; Steve Bolze to Retire and to Become Executive Advisor July 26, 2021 . Mr. West has served as a board member or chair of public and private companies globally including BankUnited (NYSE: BKU), Aktua Soluciones Financieras, Intrepid Aviation Holdings LLC, Green Tree Holdings, Resort Finance America LLC, Triad Financial SM LLC, Williams & Glyns Bank Limited (pre-IPO Transition Board), APCOA Parking Holdings GmbH, & Duo Bank (Walmart Bank) Canada. New York, NY 10153 . representing 82.2% of the outstanding ClassA Common Stock. Brian Libman, executive chairman, Finance of America Holdings, said that the deal is a "natural progression" for the company. 1550, Irving, Texas 75039. By virtue of the Stockholders Agreement (as defined below), the Reporting Persons and affiliates FoA. Joint Filing Agreement, dated as of August26, 2021, by and among the Reporting Persons (filed herewith). The consumer-lending platform said a merger with publicly-listed SPAC Replay Acquisition is in place. Brad Finkelstein Originations Editor, National Mortgage News Reprint Brian L. Libman oversees our Companys business strategy and has served as the Chairman of our board of directors since the closing of the Business Combination. immediately prior to the effectiveness of the merger of Blocker Merger Sub with and into Blocker, including Blackstone Tactical Opportunities Associates NQ L.L.C. Cash proceeds for the new company will include the PIPE capital and $288 million of cash in trust from Replay Acquisition. Brian L. Libman. Why Finance of America was not initially looking to go public via SPAC It recently touted the strength of the housing market and helped make the REO-to-rental market a bona. I upgraded everything the kitchen, twice, he said. "Blackstone has always been managed with a perspective of achieving successful growth over the long term. In addition, prior to the closing of the Business Mr. Pratcher currently serves as a Senior Advisor at 7 Acquisition Corporation and Managing Director at the RockCreek Group. Irving, TX and New York, NY (October 13, 2020): Finance of America Equity Capital LLC (Finance of America or the Company) an end-to-end lending and services platform, and Replay Acquisition Corp. (NYSE: RPLA) (Replay Acquisition), a publicly traded special purpose acquisition company, agreed to a business combination that will result in Finance of America becoming a publicly listed company.