Check the Appropriate Box if a Member The principal executive offices of the Issuer are located at 909 Lake Carolyn Parkway, Suite 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 LFH is to make investments, including in securities of the Issuer. other tax benefits related to entering into the Tax Receivable Agreements, including tax benefits attributable to making payments under the Tax Receivable Agreements. 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. 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 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 Prior to founding GRP, Mr. West was an executive vice president-principal with The Charles H. Greenthal Group, Inc. and began his career as a Member of the Technical Staff at AT&T Bell Laboratories from 1982 to 1984. In addition, subject to certain requirements, the Blackstone Investors and the BL Investors are generally permitted to exchange FoA Units The Reporting Persons undertake to provide to the Issuer, 1550, Irving, Texas 75039. BTO Within 90 days after receipt of a demand for such registration, the Issuer will be required to use its reasonable best Our management has consistently sought to focus on the best outcomes for our business and investments over a period of years rather than . average price of the ClassA Common Stock exceeds certain thresholds.
Finance of America expands, brings B2R Finance, Jordan - HousingWire Product offerings include mortgages, reverse mortgages, and loans to residential real estate investors distributed across retail, third party network, and digital channels.
Palm Beach homes: Everglades Island house near golf course fetches $10M We moved 1 foot off the island," Lickle quipped. Over half of the sponsors founder shares of Replay Acquisition will be deferred and subject to share price hurdles. 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
Blackstone-backed Finance of America to merge with Replay Acquisition In connection with the acquisitions described in this Schedule 13D, the Reporting Persons have evaluated and The Earnout Right RSUs will have 06880. 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.". (d) To the best knowledge of the Reporting Persons, no one other than the certainpre-Closingequityholders of. These industries include consumer, telecommunications and technology, energy, infrastructure, financial services and real estate, among others. Tyson A. Pratcher joined the Companys board of directors upon the closing of the Business Combination. from Columbia Law School and a B.S. Brian Libman, executive chairman, Finance of America Holdings, said that the deal is a "natural progression" for the company. 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. 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 Latest Imf News. (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 $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
Blackstone's 'New' Mortgage Company Can't Take Apps Over the Web Until indemnify the registration rights holders against (or make contributions in respect of) certain liabilities which may arise under the Securities Act. The principal business of LFH is to make investments, including in 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. In addition, prior to the closing of the Business Combination, the Blackstone Investors and the BL Investors entered into a letter agreement pursuant Mr. West earned his M.S. below) pursuant to Section12.18 of the Transaction Agreement (the Continuing Unitholder Representative), Replay agreed to combine with FoA in a series of transactions (collectively, the Business In addition to the Replacement RSUs, participants in the Amended and Restated Long-Term Incentive Plan will be entitled to receive additional Earnout Right 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. Stockholders Agreement (incorporated by reference to Exhibit 10.2 to the Issuers Current Report on Form 8-K filed on April7, 2021). 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. 11/21/2022 3:24 AM. 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. 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. 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 In addition, in his capacity as Chairman of the Board of Directors and as a member of the Issuers compensation committee, The Board of Directors of Replay Acquisition and the Board of Finance of Americas parent company have unanimously approved the transaction. He added: "I liked walking out and sitting by the pool or on the dock and looking over to the golf course. Finance of America is an end-to-end consumer lending and services platform which seamlessly connects borrowers with investors. "Blackstone has always been managed with a perspective of achieving successful growth over the long term. Independent. ; BTO Urban Holdings II L.P.; and Blackstone Family Tactical Opportunities Investment Partnership NQ ESC L.P. (incorporated by reference to Exhibit 2.4 filed with the Registrants Current Report on Replay Acquisition Corp. c/o EMS Capital LP . The Reporting Persons intend to review on a continuing basis their investment in 240.13d-1(f) or 240.13d-1(g), check the following box. "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. Mr. Lord also served as Senior Vice President of Cognitive Applications, Blockchain, and Ecosystems at IBM from February 2019 to January 2022. 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 a holder exchanges FoA Units for shares of ClassA Common Stock, the voting power afforded to such holder of FoA Units by their shares of Report on Form 8-K filed on April7, 2021). Brian Edward Carroll, 56. 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 (incorporated by reference to Exhibit 2.3 filed with the Registrants Current Report on Form 8-K filed on April7, 2021). in light of the Issuers business, financial condition and operating results, general market and industry conditions or other factors. All Filters. 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. From August 2013 until February 2016, Mr. Lord served as both President of AOL and CEO of AOL Platforms at Verizon Communications Inc. Mr. Lord also held a number of leadership roles at Razorfish, Inc. from November 2002 to July 2013, serving most recently as Global CEO. (11)Excludes Certain Shares (See Instructions), Percent of ClassRepresented by 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. 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. The Lickles have ties to Wilmington, Delaware, and the Colonial-style house on Everglades Island reminded Bill Lickle of some houses there, he told the Daily News. Brian Blackstone wrote about the European Central Bank from The Wall Street Journal's Frankfurt office. Blackstone Tactical Opportunities, a subsidiary of Blackstone Group, will own 70% of the combined company, which is valued at $1.9 billion. I upgraded everything the kitchen, twice, he said. To listen to the prepared remarks, please visit here or dial 1-844-385-9713. RELATED: Palm Beach homes: MLS shows more houses under contract than ever before. In addition, the Stockholders Agreement permits the Issuers Principal 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. 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. The description of the Stockholders Agreement, Exchange Agreement, Registration Rights Agreement, Transaction Agreement, Letter Agreements, Tax Receivable 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. Continuing Unitholders and the Blocker Shareholders, the Continuing Unitholders and the Blocker Shareholders (filed herewith). Finance of America and Replay Acquisition will host a joint investor conference call and webcast to discuss the proposed transaction today, October 13, 2020 at 8:00 am ET.
Urban Financial Sells to Investor Group in $80 Million Deal [update] 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 Blackstone-owned consumer lender is set to go public with $1.9b merger. Unitholders., As a result of the Business Combination and the transactions contemplated by the Transaction Agreement, (i)LFH received Mr. Lord holds a B.S. a grant date fair value of $10.00 per share.
Foundation - Finance of America Companies in Industrial Engineering and Operations Research from Syracuse University and an M.B.A. from Harvard University. Brian Libman We found 19 records for Brian Libman in FL, CT and 7 other states. In certain circumstances, Principal Stockholders will be entitled to piggyback registration rights in connection with the demand of of a Group (See Instructions), Check if Disclosure of Legal 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 Most of these factors are outside Replay Acquisitions and Finance of Americas control and are difficult to predict. Finance of America is set to merge with the special-purpose acquisition company, or [] Beyond product offerings, the Company offers ancillary services to its partners and to enhance the customer experience, resulting in incremental fee income. Before joining the RockCreek Group in 2020, Mr. Pratcher served as the Head of Investments at TFO USA from 2017 to 2019. 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. Personal details about Brian include: political affiliation is unknown; ethnicity is Middle Eastern . 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. The Reporting Persons own with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. Your California Privacy Rights/Privacy Policy. Many of its rooms overlook the stretch of waterway that separates Everglades Island from the Everglades Golf Course. Business Combination, concurrently with the Closing, the Issuer and the Principal Stockholders entered into a Registration Rights Agreement (the Registration Rights Agreement). 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.. 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. the ClassA Common Stock that they may be deemed to beneficially own. 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 deal is expected to close in the first half of 2021. 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. The Company remains well positioned to continue to generate growth by capitalizing on secular macro trends and mobilizing resources to take advantage of market opportunities, said Edmond Safra, Co-CEO of Replay Acquisition. Blackstone and its affiliates are filing a separate Schedule 13D to report 11:26 am. The information provided or incorporated by reference in Item 3 is hereby incorporated by reference herein. We changed our view.. Joint Filing Agreement, dated as of August26, 2021, by and among the Reporting Persons (filed herewith). 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 By virtue of the Stockholders Agreement (as defined below), the Reporting Persons and affiliates Exhibit 2.2 .
Brian Lin - Blackstone The Right Honourable Brian Mulroney Partner at Norton Rose Fulbright and Former Prime Minister of Canada The Right Honorable Brian Mulroney is a member of our board of directors. 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 Lickles have moved to a condominium in downtown West Palm Beach, Bill Lickle, a retired banker, told the Daily News in a February article. New York, NY 10153 . Before joining Centerbridge, Mr. West was a Partner Managing Director at Goldman Sachs & Co. LLC, where he headed the firms Principal Finance Group. 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 Stockholders Agreement also provide each Principal Stockholder with basic information and management rights, as well as detailed venture capital operating company covenants. has effected any transaction in ClassA Common Stock in the past 60 days. 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. 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. 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 Libman as Audit. 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. Amount in Row (11), Type of Reporting Person (See
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. Securities Act). TMO, one share of the Issuers ClassB common stock, par value $0.0001 per share (the ClassB Common Stock). 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 Unless earlier terminated by agreement of the Principal Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is complete and correct. April 1, 2021 . Lived In Montesano WA, Spanaway WA, Renton WA, Puyallup . We have built an integrated lending platform which seamlessly connects borrowers with investors. 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. BL Investors Tax Receivable Agreement (incorporated by reference to Exhibit 10.7 to the Issuers Current 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 All Filters. Credit & Insurance. 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. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change, or other circumstances that could give rise to the termination of the definitive merger agreement (the Agreement); (2) the outcome of any legal proceedings that may be instituted against Replay Acquisition, New Pubco and/or Finance of America following the announcement of the Agreement and the transactions contemplated therein; (3) the inability to complete the proposed business combination, including due to failure to obtain approval of the shareholders of Replay Acquisition, certain regulatory approvals, or satisfy other conditions to closing in the Agreement; (4) the occurrence of any event, change, or other circumstance that could give rise to the termination of the Agreement or could otherwise cause the transaction to fail to close; (5) the impact of COVID-19 on Finance of Americas business and/or the ability of the parties to complete the proposed business combination; (6) the inability to obtain or maintain the listing of New Pubcos shares of common stock on the NYSE following the proposed business combination; (7) the risk that the proposed business combination disrupts current plans and operations as a result of the announcement and consummation of the proposed business combination; (8) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of Finance of America to grow and manage growth profitably, and retain its key employees; (9) costs related to the proposed business combination; (10) changes in applicable laws or regulations; and (11) the possibility that Finance of America or Replay Acquisition may be adversely affected by other economic, business, and/or competitive factors.
Blackstone mortgage venture set to become largest nonbank lender? Mr. Pratcher currently serves as a Senior Advisor at 7 Acquisition Corporation and Managing Director at the RockCreek Group. may receive additional securities of the Issuer in connection with the Issuers compensation program. representing 82.2% of the outstanding ClassA Common Stock. purchased 7,611 and 21,660 shares, respectively, at a weighted average price of $5.07 per share (these shares were purchased in multiple transactions ranging from $5.025 to $5.10, inclusive). 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 Pursuant to the Registration Rights Agreement, upon 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. Letter Agreement, dated April 5, 2021, by and among Continuing Unitholder Representative and Replay Numberof shares beneficially 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 Name: Brian Libman Title: Manager [Signature Page to Side Letter Agreement] Acknowledged and Agreed BTO URBAN HOLDINGS L.L.C. He also served as the Chief Digital Officer for IBM from April 2016 to February 2019.