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 (incorporated by reference to Exhibit 2.3 filed with the Registrants Current Report on Form 8-K filed on April7, 2021). 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. from Columbia Law School and a B.S. 240.13d-1(f) or 240.13d-1(g), check the following box. 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 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 Tactical Opportunities (Tac Opps) is Blackstones opportunistic investment platform. Agent Elizabeth DeWoody of Compass Florida handled the buyers end of the sale. Information concerning the interests of Replay Acquisitions and Finance of Americas participants in the solicitation, which may, in some cases, be different than those of Replay Acquisitons and Finance of Americas equity holders generally, will be set forth in the proxy statement/prospectus relating to the proposed business combination when it becomes available. Norma C. Corio joined the Companys board of directors upon the closing of the Business Combination. Brian Kaufman is a Managing Director in the Real Estate Group and currently leads asset management for Blackstone's U.S. hospitality portfolio. All Filters. 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. Each holder of FoA Units (other than the Issuer and its subsidiaries), 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 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. Brian Lee Anderson (age 63) from Ocean Shores, Wa and has no known political party affiliation. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer, In connection with the Business certainpre-Closingequityholders of. A Delaware limited liability company linked to Sharon and Brian Libman of New Caanan, Connecticut, paid a recorded $12.4 million for a seaside house at 101 Nightingale Trail. Ms. Corio is Chair of the audit committees of GO Acquisition Corp. and Omni Environmental Solutions and a member of the audit committees of Cicor Technologies Ltd. and Wood Technologies International; Chair of the compensation committee of Wood Technologies International; and a member of the compensation committee and nominating committee of GO Acquisition Corp. Ms. Corio previously served as a member of the board of directors of Intren. In the deal on. $280B. [Finance of America Companies Inc. Schedule 13D]. The Reporting Persons undertake to provide to the Issuer, and the Continuing Unitholders, FoA Units. 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. BTO 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. 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.. individuals nominated as the Companys directors in accordance with the terms of the Stockholders Agreement. 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 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. A telephone replay will be available at 1-844-385-9713, replay pin number: 52917. He is a male registered to vote in Grays Harbor County, Washington. Robert W. Lordjoined the Companys board of directors upon the closing of the Business Combination. Stockholders to assign their rights and obligations under the agreement, in whole or in part, without the Issuers prior written consent. 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 2. 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, ClassB Common Stock is automatically and correspondingly reduced and the number of FoA Units held by the Issuer is correspondingly increased as it acquires the exchanged FoA Units. company, UFG Management Holdings LLC, a Delaware limited liability company, and Joe Cayre; and BTO Urban Holdings L.L.C. 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 Letter Agreement, dated April 5, 2021, by and among Continuing Unitholder Representative and Replay vote generally. 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 Pursuant to the Transaction RELATED: Views keep things lively at Lickles home on Everglades Island. Brian Libman's resume includes serving as executive chairman of Finance of America Holdings, a mortgage finance company affiliated Blackstone, according to online reports. financial institutions as collateral or security for loans, advances or extensions of credit. Item3. For example, if a holder of ClassB Common Stock holds dated as of October12, 2020, by and among the Issuer, FoA, the Continuing Unitholders and the Blocker Shareholders, the Continuing Unitholders (including LFH and TMO) and the Blocker Shareholders agreed to pay and bear the economic (f) See Item 2(a)-(b) above for citizenship or place of organization, as applicable, of each of the Reporting We have also driven product innovation across sectors complemented by successful acquisitions to broaden product capabilities, distribution reach, and customer sets resulting in growing,. (c) Except as set forth in Item 3 of this Schedule 13D, none of the Reporting Persons To listen to the prepared remarks, please visit here or dial 1-844-385-9713. 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 . Instructions). Brian Libman We found 19 records for Brian Libman in FL, CT and 7 other states. 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.". Brian Matesic is a principal in Blackstone's life-sciences group. In certain circumstances, Principal Stockholders will be entitled to piggyback registration rights in connection with the demand of 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. Brian L. Libman. Mr. Pratcher serves as a member of the board of trustees of FS Multi-Alternative Income Fund. trading day period. Brian L. Libman. 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. Our daily newsletter is FREE and keeps you up to date with the world of mortgage. 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. Check the Appropriate Box if a Member Mr. Form 8-K filed on April7, 2021). 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. 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 See Rule 13d-7 for other parties to whom copies are to be sent. Contact. Refine Your Search Results. The remainder of this cover page shall be filled out for a reporting persons initial filing on this form Name: Brian Libman Title: Manager [Signature Page to Side Letter Agreement] Acknowledged and Agreed BTO URBAN HOLDINGS L.L.C. In partnership with former Lehman Brothers Managing Director Brian Libman, Blackstone is trying to carry out a "roll-up" strategy. Replay Acquisitions shareholders and other interested persons are advised to read, when available, the Form S-4, including the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and documents incorporated by reference therein, as well as other documents filed with the SEC in connection with the proposed business combination, as these materials will contain important information about Finance of America, Replay Acquisition and the proposed business combination. Compensation. 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. We changed our view.. 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. 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. 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 Pursuant to earnout provisions in the Transaction Agreement, the holders of Earnout Rights are entitled to receive shares of ClassA Common Stock or FoA 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. Finance of America is a unique, highly differentiated platform offering a broad suite of products across a multi-channel distribution network. identical and subject to the same terms, conditions and requirements. 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. Becoming a public company is an important milestone for Finance of America and provides further access to capital via the public markets over time, added Patricia Cook, Chief Executive Officer of Finance of America. purchased with available cash on hand. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is FoA) as follows: (i) 9,000,000 Earnout Securities, in the aggregate, in the event that the average trading price of the ClassA Common Stock is $12.50 or greater for any 20 trading days within a period of 30 consecutive trading days prior to 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. ownedby each reporting person with: Aggregate Amount Beneficially Owned by Each Reporting Person, Check if the Aggregate Amount in Row Mr. Safras partners on the transaction include Lance West, former Senior Managing Director of Centerbridge Partners and former Chairman & CEO of Centerbridge Partners Europe. The 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. in Economics from LeMoyne College. Mr. Lord has served as a member of the board of directors of Aqua Finance, Inc. since October 2020 and previously served as a member of the boards of directors of Williams-Sonoma, Inc. from October 2017 to December 2019 and ScreenVision Media, Inc. from February 2016 to April 2018. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. 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 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. Simpson Thacher & Bartlett LLP is acting as legal advisor to Finance of America. 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 Interest in Securities of the Issuer. I upgraded everything the kitchen, twice, he said. Brian Carroll may also have lived outside of Ocean Shores, such as Puyallup, Montesano and 2 other cities in Washington. Additional information concerning certain of these and other risk factors is contained in Replay Acquisitions most recent filings with the SEC and will be contained in the Form S-4, including the proxy statement/prospectus expected to be filed in connection with the proposed business combination. FoA. 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 the sixth anniversary of the Closing Date; and (ii) 9,000,000 Earnout Securities, in the aggregate, in the event that the average trading price of the ClassA Common Stock is $15.00 or greater for any 20 trading days within a period of 30 Read More . 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. He also served as the Chief Digital Officer for IBM from April 2016 to February 2019. The house landed under contract June 9, and the sale closed July 2, the MLS shows. Prior to her role at American Express Global Business Travel, Ms. Corio served as Co-President of Miller Buckfire from April 2013 to May 2014. Attn: Legal and Compliance not treated as a publicly traded partnership for U.S. federal income tax purposes. Ms. Corio serves as a member of the board of directors of public companies Cicor Technologies Ltd. (SWX:CICN-CH) and GO Acquisition Corp. (NYSE:GOAC.U), a SPAC, and private companies Omni Environmental Solutions, Wood Technologies International, and Bibliotheca. Registration Rights Agreement (as defined below). (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 Independent. violation with respect to such laws. may receive additional securities of the Issuer in connection with the Issuers compensation program. $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 Resides in Ocean Shores, WA. Before joining the RockCreek Group in 2020, Mr. Pratcher served as the Head of Investments at TFO USA from 2017 to 2019. 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. Principal Stockholder. We moved 1 foot off the island," Lickle quipped. Brian Lee Anderson's Washington Voter Registration.
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