The Registration Rights Agreement also provides that the Issuer will pay certain expenses relating to such registrations 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. vote generally. Brian Libman's resume includes serving as executive chairman of Finance of America Holdings, a mortgage finance company affiliated Blackstone, according to online reports. LFH is to make investments, including in securities of the Issuer. Furthermore, pursuant to the Stockholders Agreement and subject to certain exceptions as set forth therein, for a period of 180 days following the Closing We provide the first and only end-to-end vertically integrated platform in the lending business. misdemeanors). persons. "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.". 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 complete and correct. 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. 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. Email. Brian K Flowers, 48. in Industrial Engineering and Operations Research from Syracuse University and an M.B.A. from Harvard University. Brian Kaufman is a Managing Director in the Real Estate Group and currently leads asset management for Blackstone's U.S. hospitality portfolio. 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 from Columbia Law School and a B.S. include a signed original and five copies of the schedule, including all exhibits. Pursuant to the Stockholders Agreement, each of certain funds affiliated with Blackstone (the Beyond product offerings, the Company offers ancillary services to its partners and to enhance the customer experience, resulting in incremental fee income. Blackstone and its affiliates are filing a separate Schedule 13D to report Alexander Libman's Phone Number and Email Last Update. The transaction implies an equity valuation at closing for the combined company of $1.9 billion. 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 Our platform is product agnostic, with the ability to shift our focus and resources as the opportunity set changes. Mr. Pratcher currently serves as a Senior Advisor at 7 Acquisition Corporation and Managing Director at the RockCreek Group. 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. Nominating and Corporate Governance. a***@blackstone.com. He is in the debt capital markets group focusing on the financing of real estate investments in the Americas. In connection with the acquisitions described in this Schedule 13D, the Reporting Persons have evaluated and Please complete the form below and click on SIGN UP to receive daily e-newsletters from. 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. Select the best result to find their address, phone number, relatives, and public records. Securities Act). and the Continuing Unitholders, FoA Units. Founder of Finance of America Cos., Inc. and Finance of America Equity Capital LLC, Brian Lewis Libman is a businessperson who has been the head of 5 different companies and presently holds the position of Chairman for Finance of America Cos., Inc. and Chairman for Finance of America Holdings LLC and Chairman for Finance of America Equity Capital financial institutions as collateral or security for loans, advances or extensions of credit. In his current role as Chairman, Brian Libman oversees Finance of America Companies' business strategy. a grant date fair value of $10.00 per share. The number of directors that each of Tactical Opportunities (Tac Opps) is Blackstones opportunistic investment platform. Lived In Montesano WA, Spanaway WA, Renton WA, Puyallup . Brian Lee Anderson's Washington Voter Registration. The principal executive offices of the Issuer are located at 909 Lake Carolyn Parkway, Suite 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 . purchased in multiple transactions ranging from $5.11 to $5.35, inclusive); (iii) on August18, 2021, Mr.Libman and an entity for which Mr.Libman serves as a trustee purchased 36,140 and 102,860 shares, respectively, at a weighted LTIP Award Settlement Agreement, dated as of October12, 2020, by and among the Issuer, FoA, the Units and 227,712 Earnout Rights. efforts to file a registration statement relating to such demand. Blackstone is a full-service, private-equity funded investment bank based out of New York. Pursuant to the Transaction Check the Appropriate Box if a Member 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 Resides in Ocean Shores, WA. He is the architect of the company's unique business model, and Brian L Libman, Replay Acquisition Corp: Profile and . Based on such review, the Reporting Persons may acquire, or cause to be disposed, such securities at any time or formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable Contact Number 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. Form 8-K filed on April7, 2021). 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 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). 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 . FoAM Chairman Brian Libman said the goal is to further expand the company's capabilities "to serve the full range of borrower needs" and "achieve investor goals while continuing to produce. 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 investor goals while continuing to produce sustainable earnings growth.". $280B. Shareholders will also be able to obtain copies of such documents, without charge, once available, at the SECs website at www.sec.gov, or by directing a request to: Replay Acquisition Corp., 767 Fifth Avenue, 46th Floor, New York, New York 10153, or info@replayacquisition.com. Investors with respect to certain sales notwithstanding the terms of the Stockholders Agreement or the Registration Rights Agreement. He is a male registered to vote in Grays Harbor County, Washington. In addition, the Registration Rights Agreement entitles the Principal Pursuant to the terms of the Amended and Restated Long-Term Incentive Plan (the LTIP), FoA granted to each employee who held phantom units For Finance of America Investor Relations: ir@financeofamerica.com, For Finance of America Media: pr@financeofamerica.com, For Replay Acquisition Corp.: info@replayacquisition.com. 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 Most of these factors are outside Replay Acquisitions and Finance of Americas control and are difficult to predict. ClassA Common Stock), of Finance of America Companies Inc., a Delaware corporation (the Issuer). 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 Watch . In addition, the Stockholders Agreement permits the Issuers Principal 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. New York, NY 10153 . Important Information About the Proposed Business Combination and Where to Find It. 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. Brian Blackstone wrote about the European Central Bank from The Wall Street Journal's Frankfurt office. 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, Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the Blackstone has discussed buying a stake in Ken Griffin's Citadel, whose hedge fund could be worth between $5 billion and $7 billion. the sole manager. The shares of ClassB Common Stock have no economic rights, but entitle each holder, 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 These industries include consumer, telecommunications and technology, energy, infrastructure, financial services and real estate, among others. Instructions). Compensation. Report on Form 8-K filed on April7, 2021). 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 06880. Combination) that resulted in the Issuer becoming a publicly-traded company on the New York Stock Exchange (the NYSE) and controlling FoA in an UP-C structure. Prior to her role at American Express Global Business Travel, Ms. Corio served as Co-President of Miller Buckfire from April 2013 to May 2014. 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. Best Match Powered by Whitepages Premium AGE 50s Brian Mitchell Libman Delray Beach, FL (Kings Point) Aliases Brian M Lebman View Full Report Addresses (Blocker GP), BTO Urban Holdings L.L.C., Blackstone Family Tactical Opportunities Investment Partnership NQ ESC L.P., a Delaware limited partnership, LFH, TMO, L and TF, LLC, a North Carolina limited liability Libman as the sole manager. 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. Finance of America seamlessly connects borrowers with investors. in Political Science from Hampton University. Moving forward as a public company, we believe Finance of America is poised for continued success together with its new investment partners and exceptional management team.. Item5. 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. (f) See Item 2(a)-(b) above for citizenship or place of organization, as applicable, of each of the Reporting Combination, and concurrently with the closing of the Business Combination on April1, 2021 (the Closing and such date, the Closing Date), the Issuer and In connection with the Business Combination, concurrently with the Closing, the Issuer entered into a Tax Receivable Agreement with certain Norma C. Corio joined the Companys board of directors upon the closing of the Business Combination. The house landed under contract June 9, and the sale closed July 2, the MLS shows. 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 Collectively, the Reporting Persons and Blackstone and its affiliates may be deemed to beneficially own in the aggregate 152,749,861 shares of ClassA Common Stock, In the deal on Nightingale Trail, listing agent Maryann Chopp of Sotheby's International Realty acted opposite agent Gary Pohrer of Douglas Elliman Real Estate. 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. Issuers obligations under either the Blackstone Tax Receivable Agreement or the FoA Tax Receivable Agreement, all obligations under the Tax Receivable Agreements will be accelerated and the Issuer will be required to make a payment to the TRA Finance of America is set to merge with the special-purpose acquisition company, or [] All Filters. (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 Mr. 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. 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 All text and design is copyright 2020 WhaleWisdom.com. 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). The investor group is led by Brian Libman, Walter Investment's Chief Strategy Officer, with the transaction expected to be completed in the fourth quarter and generating proceeds for KCG Holdings of $80 million in cash consideration and retained net assets. other tax benefits related to entering into the Tax Receivable Agreements, including tax benefits attributable to making payments under the Tax Receivable Agreements. 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. Replay Acquisitions and Finance of Americas actual results may differ from their expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. CONFIDENTIAL . Over half of the sponsors founder shares of Replay Acquisition will be deferred and subject to share price hurdles. of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any The principal business of TMO is providing real estate-related advisory services, including to the Issuer. The Reporting Persons own anon-shelfregistered offering. 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. Registration Rights Agreement (incorporated by reference to Exhibit 10.3 to the Issuers Current Report on vest in equal installments on each of the first three anniversaries of the Closing Date, subject to each holders continued employment. Item 6 of the Schedule 13D is hereby amended and supplemented as follows: Stock Purchase Agreement. (c) Except as set forth in Item 3 of this Schedule 13D, none of the Reporting Persons Directors of the Issuer, Mr.Libman intends to continue taking an active role in the Issuers management. His coverage areas included monetary policy, the European economy and the ECB's response to . Ocean Shores, Washington. Robert W. Lordjoined the Companys board of directors upon the closing of the Business Combination. 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) 2. Pursuant to earnout provisions in the Transaction Agreement, the holders of Earnout Rights are entitled to receive shares of ClassA Common Stock or FoA 767 Fifth Ave., 46th Floor . We changed our view.. individuals nominated as the Companys directors in accordance with the terms of the Stockholders Agreement. Mr. Pratcher holds a J.D. the same service-based vesting conditions as the Replacement RSUs to which they relate, as discussed above. Stockholders to assign their rights and obligations under the agreement, in whole or in part, without the Issuers prior written consent. Ms. Corio is Chair of the audit committees of GO Acquisition Corp. and Omni Environmental Solutions and a member of the audit committees of Cicor Technologies Ltd. and Wood Technologies International; Chair of the compensation committee of Wood Technologies International; and a member of the compensation committee and nominating committee of GO Acquisition Corp. Ms. Corio previously served as a member of the board of directors of Intren.
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