We give you the access and tools to invest like a Wall Street money manager at a Main Street price. Source and Amount of Funds or Other Consideration, Pursuant to the Transaction Agreement dated as of October12, 2020, between Replay Acquisition Corp. (Replay), Finance of America 06880. Board Committees :: Finance of America Companies Inc. (FOA) 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. Equity Capital LLC (FoA), the Issuer, RPLY Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of the Issuer, RPLY BLKR Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary average price of the ClassA Common Stock exceeds certain thresholds. Our management has consistently sought to focus on the best outcomes for our business and investments over a period of years rather than . purchased with available cash on hand. other tax benefits related to entering into the Tax Receivable Agreements, including tax benefits attributable to making payments under the Tax Receivable Agreements. Pursuant to the LTIP Award Settlement Agreement (the LTIP Award Settlement Agreement), Mr. Pratcher holds a J.D. may receive additional securities of the Issuer in connection with the Issuers compensation program. 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 Blackstone Investors and the BL Investors will separately be entitled to designate to the Board increases and/or decreases on a sliding scale such that, for example, if the Blackstone Investors or the BL Investors, as the case may be, hold more 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. (c) Except as set forth in Item 3 of this Schedule 13D, none of the Reporting Persons 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. Agent Elizabeth DeWoody of Compass Florida handled the buyers end of the sale. 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. 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 [email protected]. Read More . Greenberg Traurig, LLP is acting as legal advisor to Replay Acquisition. For Finance of America Investor Relations: [email protected], For Finance of America Media: [email protected], For Replay Acquisition Corp.: [email protected]. Latest Imf News. In addition, in his capacity as Chairman of the Board of Directors and as a member of the Issuers compensation committee, He is the architect of the Company's unique business model . Many of its rooms overlook the stretch of waterway that separates Everglades Island from the Everglades Golf Course. Through this platform we offer products and services that meet customers financial needs throughout each phase of their lives. (the Exchange Agreement). 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. 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) 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 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. Letter Agreement, dated March 31, 2021, by and among Libman Family Holdings LLC; The Mortgage Opportunity Group Refine Your Search Results. Report on Form 8-K filed on April7, 2021). Mr. Safras partners on the transaction include Lance West, former Senior Managing Director of Centerbridge Partners and former Chairman & CEO of Centerbridge Partners Europe. Registration Rights Agreement (incorporated by reference to Exhibit 10.3 to the Issuers Current Report on BTO efforts to file a registration statement relating to such demand. Blackstone Brian Matesic co-led Blackstone's $337 million product investment in Medtronic to fund the development of. The companies expect $250 million in funding from institutional investors through private investment in public equity (PIPE) of $10 per share. Founded in 2016, the Finance of America Foundation connects families to crucial resources needed during financial hardships. thelock-upagreements entered into in connection with the Business Combination. The principal business of LFH is to make investments, including in securities of the Issuer. Cash proceeds for the new company will include the PIPE capital and $288 million of cash in trust from Replay Acquisition. Pro forma for the transaction, assuming no redemptions by Replay Acquisitions public shareholders, Management, entities managed by Finance of Americas founder and funds managed by Blackstone Tactical Opportunities will own approximately 70% of the combined company. Important Information About the Proposed Business Combination and Where to Find It. 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. In addition, the Registration Rights Agreement entitles the Principal Board Members. 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. 11:26 am. Pursuant to the Registration Rights Agreement, upon 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. 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. (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 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. 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. The information provided or incorporated by reference in Item 3 is hereby incorporated by reference herein. 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. Brian Lipman's Instagram, Twitter & Facebook on IDCrawl My friends, playing golf, would wave at me.. Brian Lewis Libman - Biography - MarketScreener.com We have built an integrated lending platform which seamlessly connects borrowers with investors. ClassB Common Stock is automatically and correspondingly reduced and the number of FoA Units held by the Issuer is correspondingly increased as it acquires the exchanged FoA Units. Alexander Libman Email & Phone Number - The Bla.. | ZoomInfo 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 Registration Rights Agreement also provides that the Issuer will pay certain expenses relating to such registrations and 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. 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. Our platform is product agnostic, with the ability to shift our focus and resources as the opportunity set changes. Blackstone is a full-service, private-equity funded investment bank based out of New York. 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 The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section18 of the Securities Why Finance of America was not initially looking to go public via SPAC We provide the first and only end-to-end vertically integrated platform in the 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 Sometimes Brian goes by various nicknames including Brian L Ibman, Brian Lewis Libman and Brian L Libman. Lived In Montesano WA, Spanaway WA, Renton WA, Puyallup . All of the securities reported herein were acquired for investment purposes. Each holder of FoA Units (other than the Issuer and its subsidiaries), Mr. Pratcher serves as a member of the board of trustees of FS Multi-Alternative Income Fund. 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. RELATED: Views keep things lively at Lickles home on Everglades Island. Libman as the sole manager. Ex-2.4 Moreover, upon the (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 New York, NY 10153 . 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 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 Credit & Insurance. 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 Letter Agreement, dated April 5, 2021, by and among Continuing Unitholder Representative and Replay Proceedings Is Required Pursuant to Items2(d) or 2(e). Mr. Lord also served as Senior Vice President of Cognitive Applications, Blockchain, and Ecosystems at IBM from February 2019 to January 2022. 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 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. Transaction Agreement (incorporated by reference to Exhibit 10.3 to the Issuers Current Report on Form 8-K filed on April7, 2021). 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.. 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. CONFIDENTIAL . 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 LIBMAN BRIAN L SC 13D Filing Concerning FOA on 2021-08-16 - WhaleWisdom.com Directors of the Issuer, Mr.Libman intends to continue taking an active role in the Issuers management. The following shares of the Issuers ClassA Common Stock were purchased following the Business Combination: (i)on August16, 2021, Persons. Brian Lee Anderson's Washington Voter Registration. Tactical Opportunities (Tac Opps) is Blackstones opportunistic investment platform. By virtue of the Stockholders Agreement (as defined below), the Reporting Persons and affiliates 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. 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. Mr. Lord holds a B.S. Item5. Our daily newsletter is FREE and keeps you up to date with the world of mortgage. Item3. 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. Brian K Flowers, 48. LLC; BTO Urban Holdings L.L.C. in Electrical Engineering from Tufts University in 1982. Blackstone mortgage venture set to become largest nonbank lender? The shares of ClassB Common Stock have no economic rights, but entitle each holder, 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. Each of the Blackstone Investors and the BL Investors have agreed to vote the respective shares of the Companys common stock beneficially owned by them in favor of the His coverage areas included monetary policy, the European economy and the ECB's response to . These shares were In addition to the Replacement RSUs, participants in the Amended and Restated Long-Term Incentive Plan will be entitled to receive additional Earnout Right 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 Ms. Corio also held positions in credit and risk management and investor relations. 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. The transaction is expected to close in the first half of 2021. We changed our view.. 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 Note: All figures as of December 31, 2022, unless otherwise indicated. Dr. Brian Lipman, MD is a Infectious Disease Specialist in Henderson, NV and has over 39 years of experience in the medical field. Before joining Centerbridge, Mr. West was a Partner Managing Director at Goldman Sachs & Co. LLC, where he headed the firms Principal Finance Group. 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 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 LFH is to make investments, including in securities of the Issuer. 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 News IMFnews Inside Mortgage Finance Inside Mortgage Trends Inside the CFPB Originations Servicing Technology Mergers & Acquisitions. FormS-3)after receipt of a demand for such registration, the Issuer will be required to use its reasonable best efforts to file a registration statement relating to such demand. It is anticipated that the combined company will begin with a minimum of $250 million of cash and cash equivalents. [Finance of America Companies Inc. Schedule 13D]. Blackstone-backed Finance of America to go public through SPAC deal Mr. Securities Act). (e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body Last month, another mortgage lender announced plans to go public. The guiding principle of Customers First, Last and Always has helped drive Finance of Americas success. 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. 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. Finance of America joins SPAC IPO bandwagon misdemeanors). 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. Blackstone-backed Finance of America to merge with Replay Acquisition All Filters. Tax Receivable Agreements. Brian Flowers in Ocean Shores, Washington | Phone Number, Email Units and 227,712 Earnout Rights.
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