Differentiated End-to-End Cycle Resistant Platform in Consumer and Business Lending , Secular Mortgage Industry Tailwinds and Multiple Avenues for Growth , Funds Managed by Blackstone Tactical Opportunities and FOAs Management/Founder Will Retain Approximately 70% Equity Ownership Post-Closing . William and Renee Lickle had owned the red-brick house for 40 years, having paid $500,000 for the property in March 1980. a***@blackstone.com. 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 Tyson A. Pratcher joined the Companys board of directors upon the closing of the Business Combination. In connection with the proposed business combination, a registration statement on Form S-4 (the Form S-4) is expected to be filed by a newly-formed holding company (New Pubco) with the SEC that will include a proxy statement of Replay Acquisition that will also constitute a prospectus of New Pubco. Credit Suisse Securities (USA) LLC is acting as capital markets advisor to Replay Acquisition. Stockholders to demand and be included in a shelf registration when the Issuer is eligible to sell its Issuer shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 of the Securities Act of 1933, as amended (the In his current role as Chairman, Brian Libman oversees Finance of America Companies' business strategy. All Filters. 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. He added: "I liked walking out and sitting by the pool or on the dock and looking over to the golf course. Letter Agreement, dated April 5, 2021, by and among Continuing Unitholder Representative and Replay Brad Finkelstein Originations Editor, National Mortgage News Reprint RELATED: Palm Beach homes: MLS shows more houses under contract than ever before. The address of the principal business office of Mr.Libman, LFH and TMO is 12 Wilton Road, Westport, CT 06880, Attn: Brian Libman, New Canaan, CT Mr. Pratcher serves as a member of the board of trustees of FS Multi-Alternative Income Fund. 2. 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. 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. 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. 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. 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 Ms. Corio currently serves as a Senior Managing Director at OEP. On a lot of about a third of an acre, the house backs up to 100 feet of lakefront on the island's east side. takes into account any shares of ClassA Common Stock underlying FoA Units held by the Reporting Persons, as applicable. complete and correct. representing 82.2% of the outstanding ClassA Common Stock. Words such as expect, estimate, project, budget, forecast, anticipate, intend, plan, may, will, could, should, believes, predicts, potential, continue, and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. Simpson Thacher & Bartlett LLP is acting as legal advisor to Finance of America. Proceedings Is Required Pursuant to Items2(d) or 2(e). Blackstone Announces Appointment of Brian X. Tierney as Global Head of Infrastructure Portfolio Operations and Asset Management; Steve Bolze to Retire and to Become Executive Advisor July 26, 2021 . The Reporting Persons intend to review on a continuing basis their investment in BL Investors Tax Receivable Agreement (incorporated by reference to Exhibit 10.7 to the Issuers Current 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. financial institutions as collateral or security for loans, advances or extensions of credit. purchased with available cash on hand. 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. He leads investments in technology, media, telecommunications and financial institutions, while also serving on the investment committee of the companys Tactical Opportunities funds. Private Wealth Management at The Blackstone Group . 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. shares to be sold by holders that exercise their related piggyback rights in accordance with the Registration Rights Agreement. The Reporting Persons undertake to provide to the Issuer, Blackstone's chief executive officer is billionaire and Palm Beach resident Stephen A. Schwarzman. 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. company, UFG Management Holdings LLC, a Delaware limited liability company, and Joe Cayre; and BTO Urban Holdings L.L.C. 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 Finance of America is an end-to-end consumer lending and services platform which seamlessly connects borrowers with investors. Directors of the Issuer, Mr.Libman intends to continue taking an active role in the Issuers management. The transaction is expected to close in the first half of 2021. 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. 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 Best Match Powered by Whitepages Premium AGE 50s Brian Mitchell Libman Delray Beach, FL (Kings Point) Aliases Brian M Lebman View Full Report Addresses 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 Through this platform we offer products and services that meet customers financial needs throughout each phase of their lives. vote generally. 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. Product offerings include mortgages, reverse mortgages, and loans to residential real estate investors distributed across retail, third party network, and digital channels. Brian L. Libman. Item5. He is a male registered to vote in Grays Harbor County, Washington. Brian K Flowers, 48. Check the Appropriate Box if a Member 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 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. Ocean Shores, Washington. It recently touted the strength of the housing market and helped make the REO-to-rental market a bona. 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.. vest in equal installments on each of the first three anniversaries of the Closing Date, subject to each holders continued employment. 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 Pursuant to the terms and conditions of the Stock Purchase Agreement (the " Stock Purchase Agreement "), dated as of December 6, 2022, by and among the Issuer and Libman Family Holdings, LLC, a Connecticut limited liability company (the . in Electrical Engineering from Tufts University in 1982. Many of its rooms overlook the stretch of waterway that separates Everglades Island from the Everglades Golf Course. In his capacity as Chairman of the Board of -, LIMIT THE USE OF MY SENSITIVE PERSONAL INFORMATION. Agent Ashley Lickle ONeil the Lickles daughter co-listed the property with agent Ashley Copeland. Mr. West earned his M.S. 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. Pursuant to the LTIP Award Settlement Agreement (the LTIP Award Settlement Agreement), 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, The following shares of the Issuers ClassA Common Stock were purchased following the Business Combination: (i)on August16, 2021, 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. 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. 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. $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 and the Continuing Unitholders, FoA Units. 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. Through this platform we offer products and services that meet customers financial needs throughout each phase of their lives. (incorporated by reference to Exhibit 2.3 filed with the Registrants Current Report on Form 8-K filed on April7, 2021). Built in 1956, the house has six-bedrooms and 7,522 square feet of living space, inside and out. 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. For example, if a holder of ClassB Common Stock holds 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 Ms. Corio received her MBA in Banking & Finance from Pace University and her B.A. The nomination rights of each Principal Stockholder are substantially Under the Securities Exchange Act of 1934, ClassA 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), Credit & Insurance. 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. Note: All figures as of December 31, 2022, unless otherwise indicated. 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 Since his retirement from Centerbridge Partners in 2018, Mr. West has been an active private investor in and Senior Advisor to several businesses. Blackstone has discussed buying a stake in Ken Griffin's Citadel, whose hedge fund could be worth between $5 billion and $7 billion. Mr. Pratcher holds a J.D. 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. 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. develop such plans and may seek to influence management or the Board of the Issuer with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer or other Form 8-K filed on April7, 2021). Following the closing of the Business Combination, the Continuing Unitholder Representative and Replay entered into a letter agreement to adjust the amount of Mr. Lord holds a B.S. 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. Nominating and Corporate Governance. 1550, Irving, Texas 75039. Pursuant to the Transaction in such offering. The shares of ClassB Common Stock have no economic rights, but entitle each holder, Form 8-K filed on April7, 2021). Cash proceeds for the new company will include the PIPE capital and $288 million of cash in trust from Replay Acquisition. Before joining Blackstone in 2019, Mr. Kaufman was the Managing Partner of The Kaufman Companies, a privately held hospitality asset management, development and investment group in the U.S. and Europe. in light of the Issuers business, financial condition and operating results, general market and industry conditions or other factors. average price of the ClassA Common Stock exceeds certain thresholds. 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. 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. (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 Prior to joining OEP in 2018, Ms. Corio served as the CFO of American Express Global Business Travel from June 2014 to June 2017. "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.".
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