"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. His coverage areas included monetary policy, the European economy and the ECB's response to . . It is anticipated that the combined company will begin with a minimum of $250 million of cash and cash equivalents. Your California Privacy Rights/Privacy Policy. 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 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. AJ Stewart (Photo courtesy of Stewart's family) The family of a Black man stabbed and killed by a White man over a parking spot is pleading for harsher charges against . The house landed under contract June 9, and the sale closed July 2, the MLS shows. LIBMAN BRIAN L SC 13D/A Filing Concerning FOA on 2022-08-08 Through this platform we offer products and services that meet customers financial needs throughout each phase of their lives. Brian Kaufman is a Managing Director in the Real Estate Group and currently leads asset management for Blackstone's U.S. hospitality portfolio. 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. Compensation. Exhibit 2.2 . "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.". The transaction implies an equity valuation at closing for the combined company of $1.9 billion. He is the architect of the Company's unique business model . the sole manager. 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 and certain permitted transferees thereof, may on a quarterly basis (subject to the terms of the Exchange Agreement) exchange. My friends, playing golf, would wave at me.. Prior to creating Finance of America in 2013, he was the managing partner and CEO of Green Tree Servicing and became the Chief Strategy Officer of its public market successor. Within 45 days (in the case of a shelf registration on FormS-1)or 30 days (in the case of a shelf registration on 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. Watch . In the deal on. 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. 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. 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 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 The principal executive offices of the Issuer are located at 909 Lake Carolyn Parkway, Suite Blackstone's chief executive officer is billionaire and Palm Beach resident Stephen A. Schwarzman. Email. Securities Act). 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 Finance of America expands, brings B2R Finance, Jordan - HousingWire All text and design is copyright 2020 WhaleWisdom.com. 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 Brian Lin is a Managing Director in the Real Estate group. (the Exchange Agreement). 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. 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. Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC served as lead placement agents and Credit Suisse Securities (USA) LLC served as placement agent for the PIPE. Continuing Unitholders and the Blocker Shareholders, the Continuing Unitholders and the Blocker Shareholders (filed herewith). a grant date fair value of $10.00 per share. Pursuant to the LTIP Award Settlement Agreement (the LTIP Award Settlement Agreement), Estimated cash proceeds will consist of the PIPE in addition to Replay Acquisitions $288 million of cash in trust, subject to redemptions. Mr. Safras partners on the transaction include Lance West, former Senior Managing Director of Centerbridge Partners and former Chairman & CEO of Centerbridge Partners Europe. The Board of Directors of Replay Acquisition and the Board of Finance of Americas parent company have unanimously approved the transaction. 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. Built in 1956, the house has six-bedrooms and 7,522 square feet of living space, inside and out. individuals nominated as the Companys directors in accordance with the terms of the Stockholders Agreement. Combination, and concurrently with the closing of the Business Combination on April1, 2021 (the Closing and such date, the Closing Date), the Issuer and Finance of America is a unique, highly differentiated platform offering a broad suite of products across a multi-channel distribution network. FINANCE OF AMERICA COMPANIES SET TO GO PUBLIC THROUGH A BUSINESS COMBINATION WITH REPLAY ACQUISITION CORP. Strong top line growth and superior operating leverage, with a 41% revenue CAGR from 2018 to 2020E, a 188% GAAP pre-tax income CAGR, and a 182% CAGR for Adjusted EBITDA, 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, Management, founder and Blackstone to remain closely aligned with shareholders at transaction close, Transaction is expected to close in the first half of 2021, Investor call scheduled for October 13, 2020. 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 Lance N. West joined the Companys board of directors upon the closing of the Business Combination. 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 Sometimes Brian goes by various nicknames including Brian L Ibman, Brian Lewis Libman and Brian L Libman. The guiding principle of Customers First, Last and Always has helped drive Finance of Americas success. FoA. 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 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's 'New' Mortgage Company Can't Take Apps Over the Web Until All rights reserved. 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. 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 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. previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), In June, Blacksttone figured into another sale across town. Since his retirement from Centerbridge Partners in 2018, Mr. West has been an active private investor in and Senior Advisor to several businesses. 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 earlier of the sixth anniversary of the Closing Date or such earlier date when all outstanding Replacement RSU and Earnout Right RSU awards have been settled or otherwise forfeited, the Continuing Unitholders and Blocker Shareholders have agreed to 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. 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 Blackstone Tactical Opportunities, a subsidiary of Blackstone Group, will own 70% of the combined company, which is valued at $1.9 billion. 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 The shares of ClassB Common Stock have no economic rights, but entitle each holder, 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. Furthermore, pursuant to the Stockholders Agreement and subject to certain exceptions as set forth therein, for a period of 180 days following the Closing Credit Suisse Securities (USA) LLC is acting as capital markets advisor to Replay Acquisition. Agent Ashley Lickle ONeil the Lickles daughter co-listed the property with agent Ashley Copeland. The number of directors that each of 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. Mr. Lord has served as an IBM Senior Vice President of the Weather Company and IBM Alliances since January 2022. Refine Your Search Results. 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 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 Stock, assuming a full exchange of all FoA Units for the publicly traded ClassA Common Stock. 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 remainder of this cover page shall be filled out for a reporting persons initial filing on this form In addition, prior to the closing of the Business Stockholders Agreement also provide each Principal Stockholder with basic information and management rights, as well as detailed venture capital operating company covenants. He previously worked at [] for the market value of ClassA Common Stock at the time of the termination or the change of control and an assumption the Issuer would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the Brian L Libman is Chairman at Replay Acquisition Corp. See Brian L Libman's compensation, career history, education, & memberships. Cash proceeds for the new company will include the PIPE capital and $288 million of cash in trust from Replay Acquisition. 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. Brad Finkelstein Originations Editor, National Mortgage News Reprint 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. 06880. In connection with the 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. 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. He also served as the Chief Digital Officer for IBM from April 2016 to February 2019. 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. 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. Of these Earnout Rights, one-half will be issued if the volume-weighted average price of the ClassA Common Stock exceeds $12.50 interests in partnership capital or profits. 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. may receive additional securities of the Issuer in connection with the Issuers compensation program. Until the The deal is expected to close in the first half of 2021. average price of the ClassA Common Stock exceeds certain thresholds. We do this by using extraordinary people and flexible capital to help companies solve problems. 57 %. 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. Brian Blackstone at The Wall Street Journal - WSJ Tyson A. Pratcher joined the Companys board of directors upon the closing of the Business Combination. 1550, Irving, Texas 75039. 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 Registration Rights Agreement also provides that the Issuer will pay certain expenses relating to such registrations and 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.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 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 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. Credit & Insurance. The companies expect $250 million in funding from institutional investors through private investment in public equity (PIPE) of $10 per share. 2. Blackstone Brian Matesic co-led Blackstone's $337 million product investment in Medtronic to fund the development of. 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 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. 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 is an end-to-end consumer lending and services platform which seamlessly connects borrowers with investors. In certain circumstances, Principal Stockholders will be entitled to piggyback registration rights in connection with the demand of 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 Finance of America Companies Inc The Firm - Blackstone Form 8-K filed on April7, 2021). This Schedule 13D (this Schedule 13D) relates to the ClassA common stock, par value $0.0001 per share (the Share. Following the closing of the Business Combination, the Continuing Unitholder Representative and Replay entered into a letter agreement to adjust the amount of lowest whole number of directors that is greater than 30% of the members of the Board; if the Blackstone Investors or the BL Investors, as the case may be, hold between 20% and 30% of such outstanding shares, such applicable investors will be 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) securities purchased pursuant to PIPE Agreements executed concurrently with the execution of the Transaction Agreement or on the open market. Furthermore, the Stockholders Agreement also requires the Issuer to cooperate with the Principal the same service-based vesting conditions as the Replacement RSUs to which they relate, as discussed above. We give you the access and tools to invest like a Wall Street money manager at a Main Street price. funds affiliated with Blackstone (the Blackstone Tax Receivable Agreement) and a Tax Receivable Agreement with certain other members of FoA, including LFH and TMO (the FoA Tax Receivable Agreement, and collectively with the The principal business of LFH is to make investments, including in securities of the Issuer. anon-shelfregistered offering. 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. of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any from Columbia Law School and a B.S. Also, subject to applicable approvals from the compensation committee of the board of directors of the Board, Mr.Libman (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 The foregoing list of factors is not exclusive. 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. The following shares of the Issuers ClassA Common Stock were purchased following the Business Combination: (i)on August16, 2021, Important Information About the Proposed Business Combination and Where to Find It. Board of Directors :: Finance of America Companies Inc. (FOA) 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. 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. Instructions). Common Stock, par value $0.0001 per share, Attn: 2. Best Match Powered by Whitepages Premium AGE 50s Brian Mitchell Libman Delray Beach, FL (Kings Point) Aliases Brian M Lebman View Full Report Addresses 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 anniversary of the Closing Date. (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 Pursuant to the Registration Rights Agreement, upon FoA entered into a Stockholders Agreement (the Stockholders Agreement).