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) 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 Through this platform we offer products and services that meet customers financial needs throughout each phase of their lives. 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. Mr. Pratcher previously served as a member of the board of directors of Organix Recycling, Inc. from 2018 to 2020 and on the boards of directors of Citizens Parking and GripInvest from 2017 to 2019. Finance of America Mortgage closes $1.9 billion SPAC merger White man who allegedly stabbed Black man to death released on bond (such holders, the Blocker Shareholders), and (iii)certain The deal is expected to close in the first half of 2021. 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 consumer-lending platform said a merger with publicly-listed SPAC Replay Acquisition is in place. We do this by using extraordinary people and flexible capital to help companies solve problems. Finance of America expands, brings B2R Finance, Jordan - HousingWire Tyson A. Pratcher joined the Companys board of directors upon the closing of the Business Combination. Form 8-K filed on April7, 2021). Watch . 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 connection with the 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 RELATED: Views keep things lively at Lickles home on Everglades Island. 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. 240.13d-1(f) or 240.13d-1(g), check the following box. anon-shelfregistered offering. Finance of America joins SPAC IPO bandwagon 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. 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. (11)Excludes Certain Shares (See Instructions), Percent of ClassRepresented by Pursuant to the Transaction Why Finance of America was not initially looking to go public via SPAC He is in the debt capital markets group focusing on the financing of real estate investments in the Americas. (d) To the best knowledge of the Reporting Persons, no one other than the 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. ownedby each reporting person with: Aggregate Amount Beneficially Owned by Each Reporting Person, Check if the Aggregate Amount in Row Ocean Shores, Washington. Follow Blackstone on Twitter @Blackstone. 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. Joint Filing Agreement, dated as of August26, 2021, by and among the Reporting Persons (filed herewith). 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 . "Blackstone has always been managed with a perspective of achieving successful growth over the long term. In addition, in his capacity as Chairman of the Board of Directors and as a member of the Issuers compensation committee, Such Earnout Securities will also become issuable under certain circumstances if an agreement with respect to a sale of the Issuer is entered into prior to the sixth 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 -, LIMIT THE USE OF MY SENSITIVE PERSONAL INFORMATION. Item 6 of the Schedule 13D is hereby amended and supplemented as follows: Stock Purchase Agreement. Pursuant to earnout provisions in the Transaction Agreement, the holders of Earnout Rights are entitled to receive shares of ClassA Common Stock or FoA Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. 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. efforts to file a registration statement relating to such demand. Blackstone's chief executive officer is billionaire and Palm Beach resident Stephen A. Schwarzman. Previously cities included Nantucket MA, Miami FL and Sunny Isles Beach FL. Blackstone Announces Appointment of Brian X. Tierney as Global Head of Registration Rights Agreement (incorporated by reference to Exhibit 10.3 to the Issuers Current Report on He is the architect of the Company's unique business model, and it is his vision that guides the Company. Amount in Row (11), Type of Reporting Person (See 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. FoA entered into a Stockholders Agreement (the Stockholders Agreement). 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.. Over half of the sponsors founder shares of Replay Acquisition will be deferred and subject to share price hurdles. the sole manager. Lance N. West joined the Companys board of directors upon the closing of the Business Combination. In his current role as Chairman, Brian Libman oversees Finance of America Companies' business strategy. 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. Board of Directors :: Finance of America Companies Inc. (FOA) Founded in 2016, the Finance of America Foundation connects families to crucial resources needed during financial hardships. 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. 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 Jan 02, 2022. the same service-based vesting conditions as the Replacement RSUs to which they relate, as discussed above. In addition, prior to the closing of the Business Attn: Legal and Compliance His coverage areas included monetary policy, the European economy and the ECB's response to . Board Members. Of these Earnout Rights, one-half will be issued if the volume-weighted average price of the ClassA Common Stock exceeds $12.50 The Reporting Persons intend to review on a continuing basis their investment in The guiding principle of Customers First, Last and Always has helped drive Finance of Americas success. Contact. 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. Stockholders in connection with certain future pledges, hypothecations, grants of security interest in or transfers (including to third party investors) of any or all of the FoA Units held by the Principal Stockholders, including to banks or 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. Engage via Email. 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 Share. BTO 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. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of Replay Acquisitions directors and executive officers in Replay Acquisitions Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC on March 25, 2020. Brian Carroll may also have lived outside of Ocean Shores, such as Puyallup, Montesano and 2 other cities in Washington. He is the architect of the Companys unique business model, and it is his vision that guides the Company. Brian Matesic is a principal in Blackstone's life-sciences group. Proceedings Is Required Pursuant to Items2(d) or 2(e). Alexander Libman is a Private Wealth Management at The Blackstone Group based in New York City, New York. 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 . Unitholders and Blocker Shareholders will deliver to the Issuer FoA Units and shares of ClassA Common Stock, respectively, in settlement of the awards in accordance with the terms set forth in the LTIP Award Settlement Agreement. 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 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 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. to which the Blackstone Investors and the BL Investors agreed, among other things, to permit the Blackstone Investors to have priority over the BL Investors with respect to certain sales notwithstanding the terms of the Stockholders Agreement or the Principal Stockholder. 11:26 am. The Reporting Persons own 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 He leads investments in technology, media, telecommunications and financial institutions, while also serving on the investment committee of the companys Tactical Opportunities funds. Item6. and certain permitted transferees thereof, may on a quarterly basis (subject to the terms of the Exchange Agreement) exchange. Latest Imf News. 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 Through this platform we offer products and services that meet customers financial needs throughout each phase of their lives. Before joining the RockCreek Group in 2020, Mr. Pratcher served as the Head of Investments at TFO USA from 2017 to 2019. applicable investors will be entitled to designate the lowest whole number of directors that is greater than 10% of the members of the Board. In his capacity as Chairman of the Board of He is a male registered to vote in Grays Harbor County, Washington. 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 Before joining Centerbridge, Mr. West was a Partner Managing Director at Goldman Sachs & Co. LLC, where he headed the firms Principal Finance Group. Exchange Agreement (incorporated by reference to Exhibit 10.5 to the Issuers Current Report on Form 8-K filed on April7, 2021). Alexander Libman's Phone Number and Email Last Update. Brian Lewis Libman - Biography - MarketScreener.com 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. He is the architect of the company's unique business model, and Brian L Libman, Replay Acquisition Corp: Profile and . (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 Audit. 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. The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section18 of the Securities (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 Numberof shares beneficially Please complete the form below and click on SIGN UP to receive daily e-newsletters from. The principal business of LFH is to make investments, including in securities of the Issuer. Brian L. Libman. LFH is to make investments, including in securities of the Issuer. 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 Directors of the Issuer, Mr.Libman intends to continue taking an active role in the Issuers management. 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. Our management has consistently sought to focus on the best outcomes for our business and investments over a period of years rather than . This press release includes forward-looking statements within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. In connection with the acquisitions described in this Schedule 13D, the Reporting Persons have evaluated and All Filters. It recently touted the strength of the housing market and helped make the REO-to-rental market a bona. Under the Securities Exchange Act of 1934, ClassA not treated as a publicly traded partnership for U.S. federal income tax purposes. 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. The Firm - Blackstone Brian L Libman, Replay Acquisition Corp: Profile and Biography in Industrial Engineering and Operations Research from Syracuse University and an M.B.A. from Harvard University. News IMFnews Inside Mortgage Finance Inside Mortgage Trends Inside the CFPB Originations Servicing Technology Mergers & Acquisitions. All rights reserved. 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. Registration Rights Agreement (as defined below). Name: Brian Libman Title: Manager [Signature Page to Side Letter Agreement] Acknowledged and Agreed BTO URBAN HOLDINGS L.L.C. 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. The aggregate The information provided or incorporated by reference in Item 3 is hereby incorporated by reference herein. Exhibit 2.2 . Blackstone's 'New' Mortgage Company Can't Take Apps Over the Web Until The remainder of this cover page shall be filled out for a reporting persons initial filing on this form identical and subject to the same terms, conditions and requirements. 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 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. Product offerings include mortgages, reverse mortgages, and loans to residential real estate investors distributed across retail, third party network, and digital channels. 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 Brian Libman's Instagram, Twitter & Facebook on IDCrawl In addition, the Stockholders Agreement permits the Issuers Principal Blackstone mortgage venture set to become largest nonbank lender? The description of the Stockholders Agreement, Exchange Agreement, Registration Rights Agreement, Transaction Agreement, Letter Agreements, Tax Receivable Robert W. Lordjoined the Companys board of directors upon the closing of the Business Combination. In addition, the Registration Rights Agreement entitles the Principal in Political Science from Hampton University. $280B. For example, if a holder of ClassB Common Stock holds Built in 1956, the house has six-bedrooms and 7,522 square feet of living space, inside and out. Norma C. Corio joined the Companys board of directors upon the closing of the Business Combination. 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. although, subject to the agreements described herein, the Reporting Persons, at any time and from time to time, may review, reconsider and change their position and/or change their purpose and/or (f) See Item 2(a)-(b) above for citizenship or place of organization, as applicable, of each of the Reporting Brian Lin - Blackstone We have also driven product innovation across sectors complemented by successful acquisitions to broaden product capabilities, distribution reach, and customer sets resulting in growing,. We give you the access and tools to invest like a Wall Street money manager at a Main Street price. Exchange Act of 1934, as amended (the Exchange Act) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes). Finance of America is a unique, highly differentiated platform offering a broad suite of products across a multi-channel distribution network. Pursuant to the LTIP Award Settlement Agreement (the LTIP Award Settlement Agreement), FoA. 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 Combination, and concurrently with the closing of the Business Combination on April1, 2021 (the Closing and such date, the Closing Date), the Issuer and 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. 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 Blackstone and its affiliates are filing a separate Schedule 13D to report [Finance of America Companies Inc. Schedule 13D]. 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 securities purchased pursuant to PIPE Agreements executed concurrently with the execution of the Transaction Agreement or on the open market. 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. Brian Libman is 57 years old and was born on 08/04/1965. Refine Your Search Results. 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. Before joining Blackstone, Mr. Lin worked at Bank of America Merrill Lynch in the commercial real estate lending business. LTIP Award Settlement Agreement, dated as of October12, 2020, by and among the Issuer, FoA, the Brian Blackstone at The Wall Street Journal - WSJ may receive additional securities of the Issuer in connection with the Issuers compensation program. demand of a Principal Stockholder, the Issuer will be required to facilitate in the manner described in the Registration Rights Agreement a takedown off of an effective shelf registration statement of registrable shares requested by such Simpson Thacher & Bartlett LLP is acting as legal advisor to Finance of America. 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.
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