indemnify the registration rights holders against (or make contributions in respect of) certain liabilities which may arise under the Securities Act. Before joining the RockCreek Group in 2020, Mr. Pratcher served as the Head of Investments at TFO USA from 2017 to 2019. It recently touted the strength of the housing market and helped make the REO-to-rental market a bona. Credit Suisse Securities (USA) LLC is acting as capital markets advisor to Replay Acquisition. In the deal on. 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. 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 keep free and clear of any pledge or other encumbrance a number of FoA Units or shares of ClassA Common Stock, respectively to satisfy their settlement obligations under the LTIP Award Settlement Agreement. 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 He is the architect of the Companys unique business model, and it is his vision that guides the Company. 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 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. 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). (incorporated by reference to Exhibit 2.3 filed with the Registrants Current Report on Form 8-K filed on April7, 2021). 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. and Libman Family Holdings LLC, solely in their joint capacity as the representative of the Continuing Unitholders (defined 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. 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. 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 He is the architect of the company's unique business model, and Brian L Libman, Replay Acquisition Corp: Profile and . We provide the first and only end-to-end vertically integrated platform in the lending business. We have built an integrated lending platform which seamlessly connects borrowers with investors. 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 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 In partnership with former Lehman Brothers Managing Director Brian Libman, Blackstone is trying to carry out a "roll-up" strategy. 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 following shares of the Issuers ClassA Common Stock were purchased following the Business Combination: (i)on August16, 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 Norma C. Corio joined the Companys board of directors upon the closing of the Business Combination. He previously worked at [] Ocean Shores, Washington. The guiding principle of Customers First, Last and Always has helped drive Finance of Americas success. ownership of such shares of ClassA Common Stock. In his current role as Chairman, Brian Libman oversees Finance of America Companies' business strategy. Parties in an amount equal to the present value of future payments under the Tax Receivable Agreements, which payment would be based on certain assumptions, including an assumption that any FoA Units that have not been exchanged are deemed exchange 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, In addition, subject to certain requirements, the Blackstone Investors and the BL Investors are generally permitted to exchange FoA Units The Issuer may impose restrictions on exchange that it determines to be necessary or advisable so that the Issuer is 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 Registration Rights Agreement also provides that the Issuer will pay certain expenses relating to such registrations and Through this platform we offer products and services that meet customers financial needs throughout each phase of their lives. brian libman blackstone. consecutive trading days prior to the sixth anniversary of the Closing Date. TMO, one share of the Issuers ClassB common stock, par value $0.0001 per share (the ClassB Common Stock). It is anticipated that the combined company will begin with a minimum of $250 million of cash and cash equivalents. Please complete the form below and click on SIGN UP to receive daily e-newsletters from. (such holders, the Blocker Shareholders), and (iii)certain 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. All rights reserved. LTIP Award Settlement Agreement, dated as of October12, 2020, by and among the Issuer, FoA, the I upgraded everything the kitchen, twice, he said. 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. He is a male registered to vote in Grays Harbor County, Washington. Further information is available at www.blackstone.com. in Political Science from Hampton University. 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. Brian L. Libman. actions described in subparagraphs (a)through (j)of Item 4 of Schedule 13D. The companies expect $250 million in funding from institutional investors through private investment in public equity (PIPE) of $10 per share. The Tac Opps team invests globally across asset classes, industries and geographies, seeking to identify and execute on attractive, differentiated investment opportunities. 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 New York, NY 10153 . Contact Number Agent Ashley Lickle ONeil the Lickles daughter co-listed the property with agent Ashley Copeland. other tax benefits related to entering into the Tax Receivable Agreements, including tax benefits attributable to making payments under the Tax Receivable Agreements. 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. in Electrical Engineering from the California Institute of Technology in 1983, and graduated magna cum laude with a B.S. 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). Report on Form 8-K filed on April7, 2021). Pursuant to earnout provisions in the Transaction Agreement, the holders of Earnout Rights are entitled to receive shares of ClassA Common Stock or FoA Beyond product offerings, the Company offers ancillary services to its partners and to enhance the customer experience, resulting in incremental fee income. Of these Earnout Rights, one-half will be issued if the volume-weighted average price of the ClassA Common Stock exceeds $12.50 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. anon-shelfregistered offering. 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. We provide the first and only end-to-end vertically integrated platform in the lending business. 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 Holders of shares of ClassB Common Stock will vote together with holders of ClassA Common Stock as a single class on all matters on which stockholders are entitled to vote generally, except as otherwise required by law. in light of the Issuers business, financial condition and operating results, general market and industry conditions or other factors. The remainder of this cover page shall be filled out for a reporting persons initial filing on this form www.replayacquisition.com, Blackstone is one of the worlds leading investment firms. 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 Brian L. Libman. Note: Schedules filed in paper format shall 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 Resides in Ocean Shores, WA. Private Wealth Management at The Blackstone Group . 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. Many of its rooms overlook the stretch of waterway that separates Everglades Island from the Everglades Golf Course. Item5. Read More . 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. 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. Letter Agreement, dated April 5, 2021, by and among Continuing Unitholder Representative and Replay 15 could change the way Californian businesses are taxed, Mortgage rates rise for fourth straight week reaction pours in, Time to reassess office space in a post-COVID world, Residential lending slump deepened at the end of 2022 ATTOM. [Finance of America Companies Inc. Schedule 13D]. In addition, in his capacity as Chairman of the Board of Directors and as a member of the Issuers compensation committee, RELATED: Palm Beach homes: MLS shows more houses under contract than ever before. CONFIDENTIAL . Blackstone and its affiliates are filing a separate Schedule 13D to report Nominating and Corporate Governance. Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the ClassA Common Stock reported 11:26 am. He is the architect of the Company's unique business model, and it is his vision that guides the Company. The Grant Date RSUs will be settled on or promptly following the 181st date following the Closing Date. Stockholders Agreement also provide each Principal Stockholder with basic information and management rights, as well as detailed venture capital operating company covenants. Watch . We moved 1 foot off the island," Lickle quipped. 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. Audit. 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 Last month, another mortgage lender announced plans to go public. interests in partnership capital or profits. Brian Libman is 57 years old and was born on 08/04/1965. 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 In addition, in connection with the Business Combination, the Issuer issued to each of the Continuing Unitholders, including LFH and 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. 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. Mr. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is liability company (LFH), and (iii)The Mortgage Opportunity Group, LLC, a Connecticut limited liability company (TMO and collectively with Mr.Libman and LFH, the Reporting Persons). Furthermore, the Companys capital markets and portfolio management capabilities inform product innovation, optimize execution, and allow for selective retention of assets while delivering superior risk-adjusted returns to investors. 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. A telephone replay will be available at 1-844-385-9713, replay pin number: 52917. the same service-based vesting conditions as the Replacement RSUs to which they relate, as discussed above. -, LIMIT THE USE OF MY SENSITIVE PERSONAL INFORMATION. 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). 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. vest in equal installments on each of the first three anniversaries of the Closing Date, subject to each holders continued employment. the demand of any Principal Stockholder, the Issuer will be required to facilitate anon-shelfregistered offering of the Issuers shares requested by such Principal Stockholder to be included (Blocker GP), BTO Urban Holdings L.L.C., Blackstone Family Tactical Opportunities Investment Partnership NQ ESC L.P., a Delaware limited partnership, LFH, TMO, L and TF, LLC, a North Carolina limited liability 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. ownedby each reporting person with: Aggregate Amount Beneficially Owned by Each Reporting Person, Check if the Aggregate Amount in Row Finance of America is an end-to-end consumer lending and services platform which seamlessly connects borrowers with investors. Securities Act). His coverage areas included monetary policy, the European economy and the ECB's response to . The transaction implies an equity valuation at closing for the combined company of $1.9 billion. violation with respect to such laws. Mr. Lord holds a B.S. Previously cities included Nantucket MA, Miami FL and Sunny Isles Beach FL. In connection with the Business Combination, concurrently with the Closing, the Issuer, FoA and the Continuing Unitholders entered into an Exchange Agreement 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 (f) See Item 2(a)-(b) above for citizenship or place of organization, as applicable, of each of the Reporting Form 8-K filed on April7, 2021). Commenting on the search for a successor, FOA board chair Brian Libman said: "We are committed to moving swiftly, but deliberately - and we are looking far and wide for the best leader to take . Agent Elizabeth DeWoody of Compass Florida handled the buyers end of the sale. (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 Ms. Corio currently serves as a Senior Managing Director at OEP. 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. Proceedings Is Required Pursuant to Items2(d) or 2(e). Sometimes Brian goes by various nicknames including Brian L Ibman, Brian Lewis Libman and Brian L Libman. of a Group (See Instructions), Check if Disclosure of Legal Built in 1956, the house has six-bedrooms and 7,522 square feet of living space, inside and out. 767 Fifth Ave., 46th Floor . Attn: Legal and Compliance Contact. 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. 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 billion in assets under management include investment vehicles focused on private equity, real estate, public debt and equity, life sciences, growth equity, opportunistic, non-investment grade credit, real assets and secondary funds, all on a global basis. Moreover, upon the Blackstone has discussed buying a stake in Ken Griffin's Citadel, whose hedge fund could be worth between $5 billion and $7 billion. . 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. Also, subject to applicable approvals from the compensation committee of the board of directors of the Board, Mr.Libman Registration Rights Agreement (as defined below). Ms. Corio previously worked for JPMorgan Chase from October 1982 to March 2013 where she held various positions, including Treasurer and, separately, Head of Restructuring within the Investment Banking division, where she led corporate financings from June 1995 to August 2008. Pursuant to the Registration Rights Agreement, upon and the Continuing Unitholders, FoA Units. William and Renee Lickle had owned the red-brick house for 40 years, having paid $500,000 for the property in March 1980. Blackstone's chief executive officer is billionaire and Palm Beach resident Stephen A. Schwarzman. These shares were FoA. Brown Harris Stevens was on the sellers side. Ms. Corio also held positions in credit and risk management and investor relations. identical and subject to the same terms, conditions and requirements. Our daily newsletter is FREE and keeps you up to date with the world of mortgage. 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 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. 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. 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 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 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. 1550, Irving, Texas 75039. The consumer-lending platform said a merger with publicly-listed SPAC Replay Acquisition is in place. Flagship hedge-fund operation could be worth up to $7 billion. Cash proceeds for the new company will include the PIPE capital and $288 million of cash in trust from Replay Acquisition. 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 Meanwhile, Cook and Brian Libman, the founder of Finance of America, worked with West, a partner in Centerbridge, during their days as executives at Green Tree Servicing (a company that was merged into the now-defunct Ditech). Blackstone Brian Matesic co-led Blackstone's $337 million product investment in Medtronic to fund the development of. 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 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. 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. Finance of America seamlessly connects borrowers with investors. By virtue of the Stockholders Agreement (as defined below), the Reporting Persons and affiliates Furthermore, pursuant to the Stockholders Agreement and subject to certain exceptions as set forth therein, for a period of 180 days following the Closing 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 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. Tactical Opportunities (Tac Opps) is Blackstones opportunistic investment platform. In addition, Finance of America offers complementary lending services to our business partners and to enhance the customer experience, as well as capital markets and portfolio management capabilities to optimize distribution to investors. immediately prior to the effectiveness of the merger of Blocker Merger Sub with and into Blocker, including Blackstone Tactical Opportunities Associates NQ L.L.C. (c) Except as set forth in Item 3 of this Schedule 13D, none of the Reporting Persons Resides in Ocean Shores, WA. 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. 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. 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. (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 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.