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 Reporting Persons undertake to provide to the Issuer, (11)Excludes Certain Shares (See Instructions), Percent of ClassRepresented by any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth above. Pursuant to the Stockholders Agreement, each of certain funds affiliated with Blackstone (the Replay Acquisition Corp. c/o EMS Capital LP . for any 20 trading days within any 30 trading day period, and one-half will be issued if the volume-weighted average price of the ClassA Common Stock exceeds $15.00 for any 20 trading days within any 30 the beneficial owner of the ClassA Common Stock referred to herein for purposes of Section13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial Brian Kaufman is a Managing Director in the Real Estate Group and currently leads asset management for Blackstone's U.S. hospitality portfolio. Each of Replay Acquisition, Finance of America and New Pubco expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in their expectations withrespect thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law. 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. We seek to create positive economic impact and long-term value for our investors, the companies we invest in, and the communities in which we work. earlier of the sixth anniversary of the Closing Date or such earlier date when all outstanding Replacement RSU and Earnout Right RSU awards have been settled or otherwise forfeited, the Continuing Unitholders and Blocker Shareholders have agreed to demand of a Principal Stockholder, the Issuer will be required to facilitate in the manner described in the Registration Rights Agreement a takedown off of an effective shelf registration statement of registrable shares requested by such These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially, and potentially adversely, from those expressed or implied in the forward-looking statements. in Electrical Engineering from Tufts University in 1982. Each holder of FoA Units (other than the Issuer and its subsidiaries), Best Match Powered by Whitepages Premium AGE 50s Brian Mitchell Libman Delray Beach, FL (Kings Point) Aliases Brian M Lebman View Full Report Addresses 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. Pursuant to the Registration Rights Agreement, upon consecutive trading days prior to the sixth anniversary of the Closing Date. Brian Blackstone wrote about the European Central Bank from The Wall Street Journal's Frankfurt office. Refine Your Search Results. 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. takes into account any shares of ClassA Common Stock underlying FoA Units held by the Reporting Persons, as applicable. The transaction implies an equity valuation at closing for the combined company of $1.9 billion. Estimated cash proceeds will consist of the PIPE in addition to Replay Acquisitions $288 million of cash in trust, subject to redemptions. The shares of ClassB Common Stock have no economic rights, but entitle each holder, Please complete the form below and click on SIGN UP to receive daily e-newsletters from. Our daily newsletter is FREE and keeps you up to date with the world of mortgage. Brian Flowers may also have lived outside of Ocean Shores, such as Aberdeen, Lacey and Seattle. Latest Imf News. The LFH is to make investments, including in securities of the Issuer. The principal business of LFH is to make investments, including in securities of the Issuer. Our management has consistently sought to focus on the best outcomes for our business and investments over a period of years rather than . 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 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 The Earnout Right RSUs will have Additional information concerning certain of these and other risk factors is contained in Replay Acquisitions most recent filings with the SEC and will be contained in the Form S-4, including the proxy statement/prospectus expected to be filed in connection with the proposed business combination. Blackstone Tax Receivable Agreement, the Tax Receivable Agreements). Beyond product offerings, the Company offers ancillary services to its partners and to enhance the customer experience, resulting in incremental fee income. Brian L LibmanChairman, Replay Acquisition Corp. Brian L Libman. 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. Persons. previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), Top-tier institutional investors have committed to invest $250 million in the form of a PIPE at a price of $10.00 per share of the combined companys Class A common stock immediately prior to the closing of the transaction. In addition, Finance of America offers complementary lending services to our business partners and to enhance the customer experience, as well as capital markets and portfolio management capabilities to optimize distribution to investors. 240.13d-1(f) or 240.13d-1(g), check the following box. billion in assets under management include investment vehicles focused on private equity, real estate, public debt and equity, life sciences, growth equity, opportunistic, non-investment grade credit, real assets and secondary funds, all on a global basis. Mr. Pratcher holds a J.D. Mr. Lord also served as Senior Vice President of Cognitive Applications, Blockchain, and Ecosystems at IBM from February 2019 to January 2022. 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 for shares of ClassA Common Stock provided that the number of FoA Units surrendered in such exchanges during any30-calendarday period represent, in the aggregate, greater than 2% of total Furthermore, pursuant to the Stockholders Agreement and subject to certain exceptions as set forth therein, for a period of 180 days following the Closing Letter Agreement, dated April 5, 2021, by and among Continuing Unitholder Representative and Replay (such holders, the Blocker Shareholders), and (iii)certain applicable investors will be entitled to designate the lowest whole number of directors that is greater than 10% of the members of the Board. For example, if a holder of ClassB Common Stock holds 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). 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 a grant date fair value of $10.00 per share. United Wholesale Mortgage has decided to merge with Gores Holdings IV, a $425 million special-purpose acquisition company, at a valuation of $16.1 billion the biggest business combination for a SPAC company to date. 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. Before joining Blackstone, Mr. Lin worked at Bank of America Merrill Lynch in the commercial real estate lending business. The Reporting Persons own 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 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. Tyson A. Pratcher joined the Companys board of directors upon the closing of the Business Combination. CONFIDENTIAL . other tax benefits related to entering into the Tax Receivable Agreements, including tax benefits attributable to making payments under the Tax Receivable Agreements. In addition, subject to certain requirements, the Blackstone Investors and the BL Investors are generally permitted to exchange FoA Units Within 45 days (in the case of a shelf registration on FormS-1)or 30 days (in the case of a shelf registration on Investor Conference Call/Webcast Information. identical and subject to the same terms, conditions and requirements. 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. their FoA Units for shares of ClassA Common Stock. Compensation. certainpre-Closingequityholders of. (d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar ClassA Common Stock), of Finance of America Companies Inc., a Delaware corporation (the Issuer). Greenberg Traurig, LLP is acting as legal advisor to Replay Acquisition. Also, subject to applicable approvals from the compensation committee of the board of directors of the Board, Mr.Libman 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 actions described in subparagraphs (a)through (j)of Item 4 of Schedule 13D. The consumer-lending platform said a merger with publicly-listed SPAC Replay Acquisition is in place. Under the Securities Exchange Act of 1934, ClassA This should allow the combined company to start operations with a minimum of $250 million in cash and cash equivalents. The aggregate The Tac Opps team invests globally across asset classes, industries and geographies, seeking to identify and execute on attractive, differentiated investment opportunities. Credit Suisse Securities (USA) LLC is acting as capital markets advisor to Replay Acquisition. Proceedings Is Required Pursuant to Items2(d) or 2(e). Brown Harris Stevens was on the sellers side. Agent Elizabeth DeWoody of Compass Florida handled the buyers end of the sale. 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 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. The principal executive offices of the Issuer are located at 909 Lake Carolyn Parkway, Suite of a Group (See Instructions), Check if Disclosure of Legal from Columbia Law School and a B.S. We moved 1 foot off the island," Lickle quipped. He previously worked at [] /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 The transaction implies an equity valuation at closing for the combined company of $1.9 billion. 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). Private Wealth Management at The Blackstone Group . financial institutions as collateral or security for loans, advances or extensions of credit. 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. 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. 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. Mr. Safras partners on the transaction include Lance West, former Senior Managing Director of Centerbridge Partners and former Chairman & CEO of Centerbridge Partners Europe. The nomination rights of each Principal Stockholder are substantially Agreement, the Issuer and FoA issued an aggregate of 18,000,000 Earnout Securities to the Blocker Shareholders (defined below) (in the case of issuances by the Issuer) and to Blocker GP and the Continuing Unitholders (in the case of issuances by 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 Pursuant to the Transaction -, LIMIT THE USE OF MY SENSITIVE PERSONAL INFORMATION. 767 Fifth Ave., 46th Floor . Stockholders and the Board, the Stockholders Agreement will terminate as to each Principal Stockholder at such time as such Principal Stockholder and its affiliates collectively hold less than 5% of the outstanding shares of ClassA Common Form 8-K filed on April7, 2021). Brian Matesic is a principal in Blackstone's life-sciences group. Mr. Lord has served as a member of the board of directors of Aqua Finance, Inc. since October 2020 and previously served as a member of the boards of directors of Williams-Sonoma, Inc. from October 2017 to December 2019 and ScreenVision Media, Inc. from February 2016 to April 2018. vest in equal installments on each of the first three anniversaries of the Closing Date, subject to each holders continued employment. After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, the sole manager. 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 interests in partnership capital or profits. in light of the Issuers business, financial condition and operating results, general market and industry conditions or other factors. Information concerning the interests of Replay Acquisitions and Finance of Americas participants in the solicitation, which may, in some cases, be different than those of Replay Acquisitons and Finance of Americas equity holders generally, will be set forth in the proxy statement/prospectus relating to the proposed business combination when it becomes available. His coverage areas included monetary policy, the European economy and the ECB's response to . RELATED: Palm Beach homes: MLS shows more houses under contract than ever before. In addition, in his capacity as Chairman of the Board of Directors and as a member of the Issuers compensation committee, Combination, and concurrently with the closing of the Business Combination on April1, 2021 (the Closing and such date, the Closing Date), the Issuer and Units and 227,712 Earnout Rights. We believe that being there for families when they need help the most is important and helps ensure they have the strength and resilience to recover from difficult times. 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. Finance of America is an end-to-end consumer lending and services platform which seamlessly connects borrowers with investors. Simpson Thacher & Bartlett LLP is acting as legal advisor to Finance of America. the Issuer. If, however, such holder were to hold 500 FoA Units as of the relevant record date, such holder would be entitled by virtue of such holders ClassB Common Stock to 500 votes on such matter. with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. the ClassA Common Stock that they may be deemed to beneficially own. 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. Furthermore, the Stockholders Agreement also requires the Issuer to cooperate with the Principal Blackstone Brian Matesic co-led Blackstone's $337 million product investment in Medtronic to fund the development of. $5.20, inclusive); (ii) on August17, 2021, Mr.Libman and an entity for which Mr.Libman serves as a trustee purchased 15,896 and 45,241 shares, respectively, at a weighted average price of $5.24 per share (these shares were BTO Of these Earnout Rights, one-half will be issued if the volume-weighted average price of the ClassA Common Stock exceeds $12.50 In certain circumstances, Principal Stockholders will be entitled to piggyback registration rights in connection with the demand of 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. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The companies expect $250 million in funding from institutional investors through private investment in public equity (PIPE) of $10 per share. (a)-(b) This Schedule 13D is being filed by: (i)Brian L. Libman, a United States citizen, (ii)Libman Family Holdings, LLC, a Connecticut limited in Economics from LeMoyne College. Mr. 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 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.. Units (based on whether such person held ClassA Common Stock or FOA Units, respectively, after the closing of the Transaction Agreement) if, from the closing of the Business Combination until the sixth anniversary thereof, the volume-weighted See Rule 13d-7 for other parties to whom copies are to be sent.
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