For example, if a holder of ClassB Common Stock holds The Registration Rights Agreement also provides that the Issuer will pay certain expenses relating to such registrations and ; BTO Urban Holdings II L.P.; and Blackstone Family Tactical Opportunities Investment Partnership NQ ESC L.P. (incorporated by reference to Exhibit 2.4 filed with the Registrants Current Report on 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 Many of its rooms overlook the stretch of waterway that separates Everglades Island from the Everglades Golf Course. purchased with available cash on hand. 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 deal is expected to close in the first half of 2021. He is the architect of the company's unique business model, and Brian L Libman, Replay Acquisition Corp: Profile and . He is the architect of the Company's unique business model, and it is his vision that guides the Company. to which the Blackstone Investors and the BL Investors agreed, among other things, to permit the Blackstone Investors to have priority over the BL Investors with respect to certain sales notwithstanding the terms of the Stockholders Agreement or the 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 Credit Suisse Securities (USA) LLC is acting as capital markets advisor to Replay Acquisition. Any demandednon-shelfregistered offering may, at the Issuers option, include Issuer shares to be sold by the Issuer for its own account and will also include registrable persons. Private Wealth Management at The Blackstone Group . Share. Blackstone is a full-service, private-equity funded investment bank based out of New York. (d) To the best knowledge of the Reporting Persons, no one other than the applicable investors will be entitled to designate the lowest whole number of directors that is greater than 10% of the members of the Board. Moreover, upon the 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. Exchange Agreement (incorporated by reference to Exhibit 10.5 to the Issuers Current Report on Form 8-K filed on April7, 2021). Simpson Thacher & Bartlett LLP is acting as legal advisor to Finance of America. Engage via Email. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. New York, NY 10153 . Under the Securities Exchange Act of 1934, ClassA The consumer-lending platform said a merger with publicly-listed SPAC Replay Acquisition is in place. The number of directors that each of 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. Registration Rights Agreement (as defined below). (11)Excludes Certain Shares (See Instructions), Percent of ClassRepresented by LTIP Award Settlement Agreement, dated as of October12, 2020, by and among the Issuer, FoA, the A longtime Palm Beach couple has sold their Everglades Island house at 568 Island Drive to a limited liability company affiliated with Martin Brand, according to the deed recorded Friday at $10 million. Mr. Pratcher currently serves as a Senior Advisor at 7 Acquisition Corporation and Managing Director at the RockCreek Group. CONFIDENTIAL . indemnify the registration rights holders against (or make contributions in respect of) certain liabilities which may arise under the Securities Act. 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. In addition, prior to the closing of the Business Item5. Brian Libman, executive chairman, Finance of America Holdings, said that the deal is a "natural progression" for the company. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer, In connection with the Business 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) LLC; BTO Urban Holdings L.L.C. 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.. 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 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. Greenberg Traurig, LLP is acting as legal advisor to Replay Acquisition. Finance of America is an end-to-end consumer lending and services platform which seamlessly connects borrowers with investors. FoA entered into a Stockholders Agreement (the Stockholders Agreement). The Grant Date RSUs will be settled on or promptly following the 181st date following the Closing Date. Becoming a public company is an important milestone for Finance of America and provides further access to capital via the public markets over time, added Patricia Cook, Chief Executive Officer of Finance of America. 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. Read More . He previously worked at [] "Becoming a public company is an important milestone for Finance of America and provides further access to capital via the public markets over time,"said Finance of America CEO Patricia Cook. 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. 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, LFH is to make investments, including in securities of the Issuer. The Reporting Persons own 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 TMO is providing real estate-related advisory services, including to the Issuer. He is a male registered to vote in Grays Harbor County, Washington. 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 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 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 Your California Privacy Rights/Privacy Policy. 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 My friends, playing golf, would wave at me.. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is Mr. Pratcher holds a J.D. Blackstone and its affiliates are filing a separate Schedule 13D to report from Columbia Law School and a B.S. Resides in Ocean Shores, WA. 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 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. Board Members. 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 Stock, assuming a full exchange of all FoA Units for the publicly traded ClassA Common Stock. 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 Unless earlier terminated by agreement of the Principal 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 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 The Tac Opps team invests globally across asset classes, industries and geographies, seeking to identify and execute on attractive, differentiated investment opportunities. 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, Common Stock, par value $0.0001 per share, Attn: All of the securities reported herein were acquired for investment purposes. (c) Except as set forth in Item 3 of this Schedule 13D, none of the Reporting Persons We changed our view.. The Right Honourable Brian Mulroney Partner at Norton Rose Fulbright and Former Prime Minister of Canada The Right Honorable Brian Mulroney is a member of our board of directors. Stockholders Agreement (incorporated by reference to Exhibit 10.2 to the Issuers Current Report on Form 8-K filed on April7, 2021). 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 Carroll may also have lived outside of Ocean Shores, such as Puyallup, Montesano and 2 other cities in Washington. He is the architect of the Company's unique business model . ownedby each reporting person with: Aggregate Amount Beneficially Owned by Each Reporting Person, Check if the Aggregate Amount in Row Blackstone Tax Receivable Agreement, the Tax Receivable Agreements). 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 Our daily newsletter is FREE and keeps you up to date with the world of mortgage. 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. 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 In connection with the acquisitions described in this Schedule 13D, the Reporting Persons have evaluated and The Reporting Persons undertake to provide to the Issuer, Robert W. Lordjoined the Companys board of directors upon the closing of the Business Combination. Ocean Shores, Washington. Each holder of FoA Units (other than the Issuer and its subsidiaries), Sometimes Brian goes by various nicknames including Brian L Ibman, Brian Lewis Libman and Brian L Libman. Last month, another mortgage lender announced plans to go public. In partnership with former Lehman Brothers Managing Director Brian Libman, Blackstone is trying to carry out a "roll-up" strategy. 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). 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). In connection with the Business Combination, concurrently with the Closing, the Issuer entered into a Tax Receivable Agreement with certain He added: "I liked walking out and sitting by the pool or on the dock and looking over to the golf course. Business Combination, concurrently with the Closing, the Issuer and the Principal Stockholders entered into a Registration Rights Agreement (the Registration Rights Agreement). FoA. company, UFG Management Holdings LLC, a Delaware limited liability company, and Joe Cayre; and BTO Urban Holdings L.L.C. 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 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 include a signed original and five copies of the schedule, including all exhibits. Differentiated End-to-End Cycle Resistant Platform in Consumer and Business Lending , Secular Mortgage Industry Tailwinds and Multiple Avenues for Growth , Funds Managed by Blackstone Tactical Opportunities and FOAs Management/Founder Will Retain Approximately 70% Equity Ownership Post-Closing . not treated as a publicly traded partnership for U.S. federal income tax purposes. TMO, one share of the Issuers ClassB common stock, par value $0.0001 per share (the ClassB Common Stock). Our management has consistently sought to focus on the best outcomes for our business and investments over a period of years rather than . Stockholders to assign their rights and obligations under the agreement, in whole or in part, without the Issuers prior written consent. average price of the ClassA Common Stock exceeds certain thresholds. In the deal on. (d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar 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. Personal details about Brian include: political affiliation is unknown; ethnicity is Middle Eastern . 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. 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 Important Information About the Proposed Business Combination and Where to Find It. 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 connection with the proposed business combination, a registration statement on Form S-4 (the Form S-4) is expected to be filed by a newly-formed holding company (New Pubco) with the SEC that will include a proxy statement of Replay Acquisition that will also constitute a prospectus of New Pubco. herein as beneficially owned by the Reporting Persons. Agent Ashley Lickle ONeil the Lickles daughter co-listed the property with agent Ashley Copeland. Beyond product offerings, the Company offers ancillary services to its partners and to enhance the customer experience, resulting in incremental fee income. 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. These forward-looking statements include, without limitation, Replay Acquisitions and Finance of Americas expectations with respect to future performance and anticipated financial impacts of the proposed business combination, the satisfaction or waiver of the closing conditions to the proposed business combination, and the timing of the completion of the proposed business combination. 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 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. Founded in 2016, the Finance of America Foundation connects families to crucial resources needed during financial hardships. directors that is greater than 40% of the members of the Board; if the Blackstone Investors or the BL Investors, as the case may be, hold between 30% and 40% of such outstanding shares, such applicable investors will be entitled to designate the 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 Libman as the sole manager. www.replayacquisition.com, Blackstone is one of the worlds leading investment firms. In addition, in connection with the Business Combination, the Issuer issued to each of the Continuing Unitholders, including LFH and In certain circumstances, Principal Stockholders will be entitled to piggyback registration rights in connection with the demand of Note: All figures as of December 31, 2022, unless otherwise indicated. 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 See Rule 13d-7 for other parties to whom copies are to be sent. Prior to joining OEP in 2018, Ms. Corio served as the CFO of American Express Global Business Travel from June 2014 to June 2017. Finance of Americas multiproduct line-up is broadly distributed through retail locations, loan officers, and a third-party origination network and powered by a differentiated end-to-end digital platform, providing jobs to over 5,000 employees globally. Through this platform we offer products and services that meet customers financial needs throughout each phase of their lives. The information provided or incorporated by reference in Item 3 is hereby incorporated by reference herein. Contact Number Check the Appropriate Box if a Member 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. Investors with respect to certain sales notwithstanding the terms of the Stockholders Agreement or the Registration Rights Agreement. Best Match Powered by Whitepages Premium AGE 50s Brian Mitchell Libman Delray Beach, FL (Kings Point) Aliases Brian M Lebman View Full Report Addresses Brian L. Libman. Nominating and Corporate Governance. their FoA Units for shares of ClassA Common Stock. The Board of Directors of Replay Acquisition and the Board of Finance of Americas parent company have unanimously approved the transaction. Before joining Blackstone, Mr. Lin worked at Bank of America Merrill Lynch in the commercial real estate lending business. 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 Prior to founding GRP, Mr. West was an executive vice president-principal with The Charles H. Greenthal Group, Inc. and began his career as a Member of the Technical Staff at AT&T Bell Laboratories from 1982 to 1984. 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. These industries include consumer, telecommunications and technology, energy, infrastructure, financial services and real estate, among others. 2. the Issuer. Continuing Unitholders and the Blocker Shareholders, the Continuing Unitholders and the Blocker Shareholders (filed herewith). 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 Transaction Agreement (incorporated by reference to Exhibit 10.3 to the Issuers Current Report on Form 8-K filed on April7, 2021). and certain permitted transferees thereof, may on a quarterly basis (subject to the terms of the Exchange Agreement) exchange. "Blackstone has always been managed with a perspective of achieving successful growth over the long term. Finance of America and Replay Acquisition will host a joint investor conference call and webcast to discuss the proposed transaction today, October 13, 2020 at 8:00 am ET. 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 Mr. West earned his M.S. and Libman Family Holdings LLC, solely in their joint capacity as the representative of the Continuing Unitholders (defined vote generally. 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. 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 In addition, the Registration Rights Agreement entitles the Principal Unitholders., As a result of the Business Combination and the transactions contemplated by the Transaction Agreement, (i)LFH received 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 At Blackstone, Brand is senior managing director and serves as co-head of U.S. acquisitions for the companys private equity group, according to the companys website. Cash proceeds for the new company will include the PIPE capital and $288 million of cash in trust from Replay Acquisition. Item3. He is in the debt capital markets group focusing on the financing of real estate investments in the Americas. As part of the strategy, the team leverages the intellectual capital across Blackstones various businesses while continuously optimizing its approach in the face of ever-changing market conditions. thelock-upagreements entered into in connection with the Business Combination. For Finance of America Investor Relations: ir@financeofamerica.com, For Finance of America Media: pr@financeofamerica.com, For Replay Acquisition Corp.: info@replayacquisition.com. 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. 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. The following shares of the Issuers ClassA Common Stock were purchased following the Business Combination: (i)on August16, 2021, We have also driven product innovation across sectors complemented by successful acquisitions to broaden product capabilities, distribution reach, and customer sets resulting in growing,. Lived In Aberdeen WA, Lacey WA, Seattle WA, Huntsville AL . Brian L Libman is Chairman at Replay Acquisition Corp. See Brian L Libman's compensation, career history, education, & memberships. Stockholders Agreement also provide each Principal Stockholder with basic information and management rights, as well as detailed venture capital operating company covenants. Tax Receivable Agreements. 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. Words such as expect, estimate, project, budget, forecast, anticipate, intend, plan, may, will, could, should, believes, predicts, potential, continue, and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. identical and subject to the same terms, conditions and requirements. $280B. Mr. Lord has served as an IBM Senior Vice President of the Weather Company and IBM Alliances since January 2022. 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.