Note: Schedules filed in paper format shall "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.". Form 8-K filed on April7, 2021). 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 Brian Libman, executive chairman, Finance of America Holdings, said that the deal is a "natural progression" for the company. See Rule 13d-7 for other parties to whom copies are to be sent. Through his deep knowledge of the lending space, he invented and was awarded patent: US20070136186A1 for his Automated Loan Evaluation System, which is a system and method for providing a loan pricing model for various lending scenarios. a grant date fair value of $10.00 per share. 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 In addition, prior to the closing of the Business The house was last listed at $10.9 million, down from the $11.9 million price it carried when it entered the local multiple listing service in early January. 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 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 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. Before joining Blackstone, Mr. Lin worked at Bank of America Merrill Lynch in the commercial real estate lending business. 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 Each holder of FoA Units (other than the Issuer and its subsidiaries), 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 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. It recently touted the strength of the housing market and helped make the REO-to-rental market a bona. 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.". Read More . vote generally. $5.20, inclusive); (ii) on August17, 2021, Mr.Libman and an entity for which Mr.Libman serves as a trustee purchased 15,896 and 45,241 shares, respectively, at a weighted average price of $5.24 per share (these shares were The Reporting Persons own Mr. Pratcher serves as a member of the board of trustees of FS Multi-Alternative Income Fund. Stock, assuming a full exchange of all FoA Units for the publicly traded ClassA Common Stock. Latest Imf News. violation with respect to such laws. 2. Refine Your Search Results. of 85% of the cash tax benefits, if any, that the Issuer is deemed to realize (calculated using certain simplifying assumptions) as a result of (i)tax basis adjustments as a result of sales and exchanges of units in connection with or average price of the ClassA Common Stock exceeds certain thresholds. Also, subject to applicable approvals from the compensation committee of the board of directors of the Board, Mr.Libman Brad Finkelstein Originations Editor, National Mortgage News Reprint Interest in Securities of the Issuer. Dr. Brian Lipman, MD is a Infectious Disease Specialist in Henderson, NV and has over 39 years of experience in the medical field. 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, Of these Earnout Rights, one-half will be issued if the volume-weighted average price of the ClassA Common Stock exceeds $12.50 The transaction is expected to close in the first half of 2021. Letter Agreement, dated April 5, 2021, by and among Continuing Unitholder Representative and Replay 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. Follow Blackstone on Twitter @Blackstone. Mr. Lord has served as an IBM Senior Vice President of the Weather Company and IBM Alliances since January 2022. 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. individuals nominated as the Companys directors in accordance with the terms of the Stockholders Agreement. Registration Rights Agreement (as defined below). LLC; BTO Urban Holdings L.L.C. 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). 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. of a Group (See Instructions), Check if Disclosure of Legal These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially, and potentially adversely, from those expressed or implied in the forward-looking statements. Brian L LibmanChairman, Replay Acquisition Corp. Brian L Libman. TMO, one share of the Issuers ClassB common stock, par value $0.0001 per share (the ClassB Common Stock). The Reporting Persons undertake to provide to the Issuer, 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. (such holders, the Blocker Shareholders), and (iii)certain 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. Our platform is product agnostic, with the ability to shift our focus and resources as the opportunity set changes. 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. Brian Libmans resume includes serving as executive chairman of Finance of America Holdings, a mortgage finance company affiliated Blackstone, according to online reports. Select the best result to find their address, phone number, relatives, and public records. Jan 02, 2022. Item5. Blackstone Tax Receivable Agreement, the Tax Receivable Agreements). The Tac Opps team invests globally across asset classes, industries and geographies, seeking to identify and execute on attractive, differentiated investment opportunities. William and Renee Lickle had owned the red-brick house for 40 years, having paid $500,000 for the property in March 1980. 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 Following the closing of the Business Combination, the Continuing Unitholder Representative and Replay entered into a letter agreement to adjust the amount of FoA) as follows: (i) 9,000,000 Earnout Securities, in the aggregate, in the event that the average trading price of the ClassA Common Stock is $12.50 or greater for any 20 trading days within a period of 30 consecutive trading days prior to (incorporated by reference to Exhibit 2.3 filed with the Registrants Current Report on Form 8-K filed on April7, 2021). I upgraded everything the kitchen, twice, he said. 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 (a) and (b)Calculations of the percentage of the shares of ClassA Common Stock beneficially owned assumes that there were 59,881,714 shares of Brian K Flowers, 48. Nominating and Corporate Governance. Email. Stockholders Agreement (incorporated by reference to Exhibit 10.2 to the Issuers Current Report on Form 8-K filed on April7, 2021). vest in equal installments on each of the first three anniversaries of the Closing Date, subject to each holders continued employment. 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). 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. certainpre-Closingequityholders of. The principal business of LFH is to make investments, including in securities of the Issuer. He began his career at Lehman Brothers and spent more than a decade developing the loan acquisition, servicing and lending businesses there, including the creation of Aurora Loan Services, one of the nations leading alternative mortgage originators and servicers. Pursuant to the Registration Rights Agreement, upon ClassA Common Stock), of Finance of America Companies Inc., a Delaware corporation (the Issuer). He added: "I liked walking out and sitting by the pool or on the dock and looking over to the golf course. Units and 227,712 Earnout Rights. (c) Except as set forth in Item 3 of this Schedule 13D, none of the Reporting Persons The description of the Stockholders Agreement, Exchange Agreement, Registration Rights Agreement, Transaction Agreement, Letter Agreements, Tax Receivable Name: Brian Libman Title: Manager [Signature Page to Side Letter Agreement] Acknowledged and Agreed BTO URBAN HOLDINGS L.L.C. 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. 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. Finance of America Companies Inc Brian Lin is a Managing Director in the Real Estate group. Before joining the RockCreek Group in 2020, Mr. Pratcher served as the Head of Investments at TFO USA from 2017 to 2019. ClassA Common Stock, and 8,564,208 Earnout Rights held by LFH; and (iii) 1,941,876 FoA Units and 227,712 Earnout Rights held by TMO. 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. Mr. Libman submatriculated with honors from The Wharton School at the University of Pennsylvania, having earned both his M.B.A. and B.S.E. Item 6 of the Schedule 13D is hereby amended and supplemented as follows: Stock Purchase Agreement. in Political Science from Hampton University. financial institutions as collateral or security for loans, advances or extensions of credit. Private Wealth Management at The Blackstone Group . Lived In Aberdeen WA, Lacey WA, Seattle WA, Huntsville AL . The foregoing list of factors is not exclusive. Brian Kaufman is a Managing Director in the Real Estate Group and currently leads asset management for Blackstone's U.S. hospitality portfolio. dated as of October12, 2020, by and among the Issuer, FoA, the Continuing Unitholders and the Blocker Shareholders, the Continuing Unitholders (including LFH and TMO) and the Blocker Shareholders agreed to pay and bear the economic 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. In addition, in his capacity as Chairman of the Board of Directors and as a member of the Issuers compensation committee, All rights reserved. It is anticipated that the combined company will begin with a minimum of $250 million of cash and cash equivalents. 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 BL Investors Tax Receivable Agreement (incorporated by reference to Exhibit 10.7 to the Issuers Current 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. These shares were in Electrical Engineering from Tufts University in 1982. All Filters. Our management has consistently sought to focus on the best outcomes for our business and investments over a period of years rather than . Brian Libman is 57 years old and was born on 08/04/1965. Brian Flowers may also have lived outside of Ocean Shores, such as Aberdeen, Lacey and Seattle. Board Members. 11:26 am. 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. Libman as the sole manager. and the Continuing Unitholders, FoA Units. 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 The following shares of the Issuers ClassA Common Stock were purchased following the Business Combination: (i)on August16, 2021, Such Earnout Securities will also become issuable under certain circumstances if an agreement with respect to a sale of the Issuer is entered into prior to the sixth 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.

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