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 The transaction implies an equity valuation at closing for the combined company of $1.9 billion. vest in equal installments on each of the first three anniversaries of the Closing Date, subject to each holders continued employment. A telephone replay will be available at 1-844-385-9713, replay pin number: 52917. In partnership with former Lehman Brothers Managing Director Brian Libman, Blackstone is trying to carry out a "roll-up" strategy. 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 Registration Rights Agreement (as defined below). 06880. In addition, prior to the closing of the Business News IMFnews Inside Mortgage Finance Inside Mortgage Trends Inside the CFPB Originations Servicing Technology Mergers & Acquisitions. 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 The Reporting Persons own Credit Suisse Securities (USA) LLC is acting as capital markets advisor to Replay Acquisition. the Issuer. (11)Excludes Certain Shares (See Instructions), Percent of ClassRepresented by Brian Libmans resume includes serving as executive chairman of Finance of America Holdings, a mortgage finance company affiliated Blackstone, according to online reports. www.financeofamerica.com, Founded by Edmond Safra, Gregorio Werthein and Gerardo Werthein, Replay Acquisition Corp. is a NYSE-listed blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses on industries that we believe have favorable prospects and a high likelihood of generating strong risk-adjusted returns for our shareholders. Tax Receivable Agreements. Furthermore, the Stockholders Agreement also requires the Issuer to cooperate with the Principal shares to be sold by holders that exercise their related piggyback rights in accordance with the Registration Rights Agreement. 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. 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. Credit & Insurance. We provide the first and only end-to-end vertically integrated platform in the lending business. Dr. Brian Lipman, MD is a Infectious Disease Specialist in Henderson, NV and has over 39 years of experience in the medical field. 767 Fifth Ave., 46th Floor . their FoA Units for shares of ClassA Common Stock. The information provided or incorporated by reference in Item 3 is hereby incorporated by reference herein. 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 -, LIMIT THE USE OF MY SENSITIVE PERSONAL INFORMATION. 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 The foregoing list of factors is not exclusive. misdemeanors). 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. 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. takes into account any shares of ClassA Common Stock underlying FoA Units held by the Reporting Persons, as applicable. Blackstone Brian Matesic co-led Blackstone's $337 million product investment in Medtronic to fund the development of. 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). Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. 11:26 am. 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. Beyond product offerings, the Company offers ancillary services to its partners and to enhance the customer experience, resulting in incremental fee income. Brian Lee Anderson's Washington Voter Registration. (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 of Blackstone Inc. (Blackstone) are deemed to be members of a group for purposes of Section13(d) of the Securities Exchange Act of 1934, as amended. Brian Blackstone wrote about the European Central Bank from The Wall Street Journal's Frankfurt office. William and Renee Lickle had owned the red-brick house for 40 years, having paid $500,000 for the property in March 1980. Brown Harris Stevens was on the sellers side. Also, subject to applicable approvals from the compensation committee of the board of directors of the Board, Mr.Libman Note: Schedules filed in paper format shall 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. Sometimes Brian goes by various nicknames including Brian L Ibman, Brian Lewis Libman and Brian L Libman. Combination, and concurrently with the closing of the Business Combination on April1, 2021 (the Closing and such date, the Closing Date), the Issuer and Watch . 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. 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 He previously worked at [] Stockholders to assign their rights and obligations under the agreement, in whole or in part, without the Issuers prior written consent. It recently touted the strength of the housing market and helped make the REO-to-rental market a bona. anon-shelfregistered offering. 240.13d-1(f) or 240.13d-1(g), check the following box. "Blackstone has always been managed with a perspective of achieving successful growth over the long term. 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 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. Independent. The sellers made a variety of changes to the property over the years, expanding the house with a second-story addition and extending the living room onto a lakeside terrace. 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. 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 In addition to the Replacement RSUs, participants in the Amended and Restated Long-Term Incentive Plan will be entitled to receive additional Earnout Right Latest Imf News. Before joining Blackstone, Mr. Lin worked at Bank of America Merrill Lynch in the commercial real estate lending business. Unless earlier terminated by agreement of the Principal Ms. Corio also held positions in credit and risk management and investor relations. violation with respect to such laws. FoA entered into a Stockholders Agreement (the Stockholders Agreement). The deal is expected to close in the first half of 2021. (such holders, the Blocker Shareholders), and (iii)certain Proceedings Is Required Pursuant to Items2(d) or 2(e). All rights reserved. Board Members. 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 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. without regard to the number of shares of ClassB Common Stock held by such holder, to a number of votes that is equal to the aggregate number of FoA Units held by such holder on all matters on which stockholders of the Issuer are entitled to In connection with the Business Combination, concurrently with the Closing, the Issuer entered into a Tax Receivable Agreement with certain 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. Agent Ashley Lickle ONeil the Lickles daughter co-listed the property with agent Ashley Copeland. 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 representing 82.2% of the outstanding ClassA Common Stock. of the Issuer (Blocker Merger Sub), Blackstone Tactical Opportunities Fund (Urban Feeder) NQ L.P., a Delaware limited partnership (Blocker), Blackstone Tactical Opportunities Associates NQ L.L.C. Personal details about Brian include: political affiliation is unknown; ethnicity is Middle Eastern . Mr. in Electrical Engineering from the California Institute of Technology in 1983, and graduated magna cum laude with a B.S. 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 This press release includes forward-looking statements within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. We moved 1 foot off the island," Lickle quipped. Brian K Flowers, 48. Simpson Thacher & Bartlett LLP is acting as legal advisor to Finance of America. Brian Carroll may also have lived outside of Ocean Shores, such as Puyallup, Montesano and 2 other cities in Washington. 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. Mr. Lord also served as Senior Vice President of Cognitive Applications, Blockchain, and Ecosystems at IBM from February 2019 to January 2022. 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 Pursuant to earnout provisions in the Transaction Agreement, the holders of Earnout Rights are entitled to receive shares of ClassA Common Stock or FoA The nomination rights of each Principal Stockholder are substantially Blackstone is a full-service, private-equity funded investment bank based out of New York. Item5. Our $564. Furthermore, the Companys capital markets and portfolio management capabilities inform product innovation, optimize execution, and allow for selective retention of assets while delivering superior risk-adjusted returns to investors. These shares were The aggregate These industries include consumer, telecommunications and technology, energy, infrastructure, financial services and real estate, among others. in Political Science from Hampton University. The Grant Date RSUs will be settled on or promptly following the 181st date following the Closing Date. 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. (f) See Item 2(a)-(b) above for citizenship or place of organization, as applicable, of each of the Reporting 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. liability company (LFH), and (iii)The Mortgage Opportunity Group, LLC, a Connecticut limited liability company (TMO and collectively with Mr.Libman and LFH, the Reporting Persons). ownedby each reporting person with: Aggregate Amount Beneficially Owned by Each Reporting Person, Check if the Aggregate Amount in Row All Filters. Numberof shares beneficially . 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.". On June 9, 2022, Mr. Libman was granted 47,619 restricted stock units, which vest on the earlier of (i) June 9, 2023 or (ii) the first regularly scheduled annual meeting of the stockholders of the Issuer following the grant date and each of which represents a contingent right to receive one share of Class A Common Stock of the Issuer. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer, In connection with the Business 2. The shares of ClassB Common Stock have no economic rights, but entitle each holder, Replay Acquisition, Finance of America, New Pubco and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Replay Acquisitions shareholders in connection with the proposed business combination. 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.. Brian L. Libman. 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 Important Information About the Proposed Business Combination and Where to Find It. 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 The Earnout Right RSUs will have Furthermore, pursuant to the Stockholders Agreement and subject to certain exceptions as set forth therein, for a period of 180 days following the Closing in light of the Issuers business, financial condition and operating results, general market and industry conditions or other factors. Ms. Corio received her MBA in Banking & Finance from Pace University and her B.A. Ms. Corio previously worked for JPMorgan Chase from October 1982 to March 2013 where she held various positions, including Treasurer and, separately, Head of Restructuring within the Investment Banking division, where she led corporate financings from June 1995 to August 2008. My friends, playing golf, would wave at me.. Finance of America was initially considering a traditional IPO but shifted course after negotiating with the founders of Replay Acquisition over the summer, The Wall Street Journal reported. Stockholders Agreement (incorporated by reference to Exhibit 10.2 to the Issuers Current Report on Form 8-K filed on April7, 2021). 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. Jan 02, 2022. 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. Through this platform we offer products and services that meet customers financial needs throughout each phase of their lives. In addition, the Stockholders Agreement permits the Issuers Principal Blackstone and its affiliates are filing a separate Schedule 13D to report Copyright 1996-2023 KM Business Information US, Inc, Unlocking branding opportunities for brokers, Controversial Prop. (the Exchange Agreement). For Finance of America Investor Relations: ir@financeofamerica.com, For Finance of America Media: pr@financeofamerica.com, For Replay Acquisition Corp.: info@replayacquisition.com. 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. 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.