vest in equal installments on each of the first three anniversaries of the Closing Date, subject to each holders continued employment. Brown Harris Stevens was on the sellers side. The companies expect $250 million in funding from institutional investors through private investment in public equity (PIPE) of $10 per share. in Political Science from Hampton University. In addition, prior to the closing of the Business Our platform is product agnostic, with the ability to shift our focus and resources as the opportunity set changes. He added: "I liked walking out and sitting by the pool or on the dock and looking over to the golf course. 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 Each holder of FoA Units (other than the Issuer and its subsidiaries), 2. Letter Agreement, dated March 31, 2021, by and among Libman Family Holdings LLC; The Mortgage Opportunity Group misdemeanors). In certain circumstances, Principal Stockholders will be entitled to piggyback registration rights in connection with the demand of 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. in Electrical Engineering from the California Institute of Technology in 1983, and graduated magna cum laude with a B.S. brian libman blackstone. 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) Unitholders and Blocker Shareholders will deliver to the Issuer FoA Units and shares of ClassA Common Stock, respectively, in settlement of the awards in accordance with the terms set forth in the LTIP Award Settlement Agreement. 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 He is a male registered to vote in Grays Harbor County, Washington. Brian Lee Anderson (age 63) from Ocean Shores, Wa and has no known political party affiliation. Unless earlier terminated by agreement of the Principal Best Match Powered by Whitepages Premium AGE 50s Brian Mitchell Libman Delray Beach, FL (Kings Point) Aliases Brian M Lebman View Full Report Addresses 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. Alexander Libman's Phone Number and Email Last Update. He previously worked at [] We changed our view.. 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. These industries include consumer, telecommunications and technology, energy, infrastructure, financial services and real estate, among others. 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. Finance of America is a unique, highly differentiated platform offering a broad suite of products across a multi-channel distribution network. Stockholders) are entitled to nominate a certain number of directors to the Board, based on each such holders ownership of the voting securities of the Issuer. Estimated cash proceeds will consist of the PIPE in addition to Replay Acquisitions $288 million of cash in trust, subject to redemptions. LFH is to make investments, including in securities of the Issuer. 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. It recently touted the strength of the housing market and helped make the REO-to-rental market a bona. 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. identical and subject to the same terms, conditions and requirements. 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.. 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. RELATED: Views keep things lively at Lickles home on Everglades Island. 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 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 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. Follow Blackstone on Twitter @Blackstone. The Company is headquartered in Irving, TX, and has an industry leading list of strategic and capital partners including funds managed by The Blackstone Group Inc., the leading global asset manager. Latest Imf News. 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. Finance of America is an end-to-end consumer lending and services platform which seamlessly connects borrowers with investors. 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.". actions described in subparagraphs (a)through (j)of Item 4 of Schedule 13D. Lived In Aberdeen WA, Lacey WA, Seattle WA, Huntsville AL . When available, the definitive proxy statement/prospectus will be mailed to shareholders of Replay Acquisition as of a record date to be established for voting on the proposed business combination. We moved 1 foot off the island," Lickle quipped. (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 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 deal is expected to close in the first half of 2021. Contact Number www.replayacquisition.com, Blackstone is one of the worlds leading investment firms. 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. Lived In Montesano WA, Spanaway WA, Renton WA, Puyallup . 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 Joint Filing Agreement, dated as of August26, 2021, by and among the Reporting Persons (filed herewith). We provide the first and only end-to-end vertically integrated platform in the lending business. 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. Brian Lee Anderson's Washington Voter Registration. LTIP Award Settlement Agreement, dated as of October12, 2020, by and among the Issuer, FoA, the 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. average price of $5.22 per share (these shares were purchased in multiple transactions ranging from $5.16 to $5.25, inclusive); and (iv)on August19, 2021, Mr.Libman and an entity for which Mr.Libman serves as a trustee 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 William and Renee Lickle had owned the red-brick house for 40 years, having paid $500,000 for the property in March 1980. In addition, in connection with the Business Combination, the Issuer issued to each of the Continuing Unitholders, including LFH and "Blackstone has always been managed with a perspective of achieving successful growth over the long term. Tyson A. Pratcher joined the Companys board of directors upon the closing of the Business Combination. 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 To listen to the prepared remarks, please visit here or dial 1-844-385-9713. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of Replay Acquisitions shareholders in connection with the proposed business combination will be set forth in the proxy statement/prospectus for the proposed business combination when available. Stockholders Agreement (incorporated by reference to Exhibit 10.2 to the Issuers Current Report on Form 8-K filed on April7, 2021). 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. 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. 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. Common Stock, par value $0.0001 per share, Attn: All rights reserved. Brian Flowers may also have lived outside of Ocean Shores, such as Aberdeen, Lacey and Seattle. 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. In the deal on. The Board of Directors of Replay Acquisition and the Board of Finance of Americas parent company have unanimously approved the transaction. 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 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., 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. 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 Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Pursuant to the Transaction Through this platform we offer products and services that meet customers financial needs throughout each phase of their lives. In his capacity as Chairman of the Board of 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. 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 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. and the Continuing Unitholders, FoA Units. These shares were 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 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 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 Engage via Email. Ocean Shores, Washington. (c) Except as set forth in Item 3 of this Schedule 13D, none of the Reporting Persons $280B. Libman as the sole manager. Mr. Pratcher previously served as a member of the board of directors of Organix Recycling, Inc. from 2018 to 2020 and on the boards of directors of Citizens Parking and GripInvest from 2017 to 2019. 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. herein as beneficially owned by the Reporting Persons. The aggregate Norma C. Corio joined the Companys board of directors upon the closing of the Business Combination. 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 Amount in Row (11), Type of Reporting Person (See 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, Directors of the Issuer, Mr.Libman intends to continue taking an active role in the Issuers management. 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. ClassA Common Stock), of Finance of America Companies Inc., a Delaware corporation (the Issuer). The principal executive offices of the Issuer are located at 909 Lake Carolyn Parkway, Suite 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. 06880. 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 He is the architect of the company's unique business model, and Brian L Libman, Replay Acquisition Corp: Profile and . in light of the Issuers business, financial condition and operating results, general market and industry conditions or other factors. 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 A man with the same name is a private equity specialist at The Blackstone Group. 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 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. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer, In connection with the Business Units and 227,712 Earnout Rights. company, UFG Management Holdings LLC, a Delaware limited liability company, and Joe Cayre; and BTO Urban Holdings L.L.C. 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 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 Check the Appropriate Box if a Member Brian L. Libman. The Reporting Persons intend to review on a continuing basis their investment in RELATED: Palm Beach homes: MLS shows more houses under contract than ever before. 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 Mr. West earned his M.S. He is the architect of the Company's unique business model, and it is his vision that guides the Company. Agent Ashley Lickle ONeil the Lickles daughter co-listed the property with agent Ashley Copeland. Brian Blackstone wrote about the European Central Bank from The Wall Street Journal's Frankfurt office. Contact. 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. Cash proceeds for the new company will include the PIPE capital and $288 million of cash in trust from Replay Acquisition. The buyer, who owns a Park Avenue penthouse in New York City, signed a 30-year, $7-million mortgage on the property with First Republic Bank of San Francisco, property records show. (the Exchange Agreement). Ms. Corio currently serves as a Senior Managing Director at OEP. Watch . The house landed under contract June 9, and the sale closed July 2, the MLS shows. Interest in Securities of the Issuer. Initiatives include the Finance of America Foundation in partnership with former Congressman Barney Frank providing support, education and relief to distressed borrowers, and Finance of America Cares, a nonprofit organization created in partnership with employees to serve local community needs. Lance N. West joined the Companys board of directors upon the closing of the Business Combination. 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. complete and correct. 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, Brian Libman is 57 years old and was born on 08/04/1965. 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. 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 Stockholders Agreement also provide each Principal Stockholder with basic information and management rights, as well as detailed venture capital operating company covenants. Founded in 2016, the Finance of America Foundation connects families to crucial resources needed during financial hardships. Before joining Blackstone, Mr. Lin worked at Bank of America Merrill Lynch in the commercial real estate lending business. The Tac Opps team invests globally across asset classes, industries and geographies, seeking to identify and execute on attractive, differentiated investment opportunities. 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 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. Note: All figures as of December 31, 2022, unless otherwise indicated. Under the Securities Exchange Act of 1934, ClassA Finance of America seamlessly connects borrowers with investors. 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. 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. 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
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