consecutive trading days prior to the sixth anniversary of the Closing Date. Based on such review, the Reporting Persons may acquire, or cause to be disposed, such securities at any time or formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable Brown Harris Stevens was on the sellers side. Brian L Libman, Replay Acquisition Corp: Profile and Biography He also served as the Chief Digital Officer for IBM from April 2016 to February 2019. He leads investments in technology, media, telecommunications and financial institutions, while also serving on the investment committee of the companys Tactical Opportunities funds. 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. The Company operates in four large and growing markets including Mortgage, Reverse Mortgage, Commercial Real Estate, and Fixed Income Investing, with each supported by powerful structural tailwinds such as low interest rates, underserved markets, fragmented competition, constructive demographic trends, and favorable supply and demand imbalances, which lower volatility and create stable, growing earnings. The Earnout Right RSUs will have 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. securities purchased pursuant to PIPE Agreements executed concurrently with the execution of the Transaction Agreement or on the open market. (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 Palm Beach homes: Everglades Island house near golf course fetches $10M 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 . We provide the first and only end-to-end vertically integrated platform in the lending business. 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. In the deal on. Unitholders., As a result of the Business Combination and the transactions contemplated by the Transaction Agreement, (i)LFH received Pursuant to the Transaction 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 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, 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 Amount in Row (11), Type of Reporting Person (See All rights reserved. The buyer, who owns a Park Avenue penthouse in New York City, signed a 30-year, $7-million mortgage on the property with First Republic Bank of San Francisco, property records show. In connection with the Business Combination, concurrently with the Closing, the Issuer, FoA and the Continuing Unitholders entered into an Exchange Agreement will continue to evaluate the possibility of acquiring additional shares of ClassA Common Stock. Blackstone is a full-service, private-equity funded investment bank based out of New York. Independent. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is Home - Blackstone - Quarter Midgets of America 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 (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 of a Group (See Instructions), Check if Disclosure of Legal interests in partnership capital or profits. All Filters. Mr. Pratcher serves as a member of the board of trustees of FS Multi-Alternative Income Fund. 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. 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 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 White man who allegedly stabbed Black man to death released on bond individuals nominated as the Companys directors in accordance with the terms of the Stockholders Agreement. (the Exchange Agreement). Our daily newsletter is FREE and keeps you up to date with the world of mortgage. 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 Dr. Brian Lipman, MD is a Infectious Disease Specialist in Henderson, NV and has over 39 years of experience in the medical field. 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. Brian Lin is a Managing Director in the Real Estate group. In addition, the Registration Rights Agreement entitles the Principal Ex-2.2 - Sec 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. in Electrical Engineering from Tufts University in 1982. Brian Libman - Address & Phone Number | Whitepages Brian K Flowers, 48. Brian Blackstone at The Wall Street Journal - WSJ 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. Common Stock, par value $0.0001 per share, Attn: Ocean Shores, Washington. 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. 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. 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 in Political Science from Hampton University. Instructions). Cash proceeds for the new company will include the PIPE capital and $288 million of cash in trust from Replay Acquisition. Meet the Blackstone BXLS Life-Sciences Investing Team: Interviews 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. 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). We provide the first and only end-to-end vertically integrated platform in the lending business. 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. in light of the Issuers business, financial condition and operating results, general market and industry conditions or other factors. financial institutions as collateral or security for loans, advances or extensions of credit. Finance of Americas multiproduct line-up is broadly distributed through retail locations, loan officers, and a third-party origination network and powered by a differentiated end-to-end digital platform, providing jobs to over 5,000 employees globally. 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. Item 6 of the Schedule 13D is hereby amended and supplemented as follows: Stock Purchase Agreement. Continuing Unitholders and the Blocker Shareholders, the Continuing Unitholders and the Blocker Shareholders (filed herewith). 2. Share. 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. 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. Letter Agreement, dated April 5, 2021, by and among Continuing Unitholder Representative and Replay Blackstone Tax Receivable Agreement, the Tax Receivable Agreements). This Schedule 13D (this Schedule 13D) relates to the ClassA common stock, par value $0.0001 per share (the Important Information About the Proposed Business Combination and Where to Find It. 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 Exhibit 2.2 . The number of directors that each of Registration Rights Agreement (incorporated by reference to Exhibit 10.3 to the Issuers Current Report on Urban Financial Sells to Investor Group in $80 Million Deal [update] These shares were 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 in Industrial Engineering and Operations Research from Syracuse University and an M.B.A. from Harvard University. 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 Your California Privacy Rights/Privacy Policy. Brian Lee Anderson's Washington Voter Registration. 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. In addition, prior to the closing of the Business Combination, the Blackstone Investors and the BL Investors entered into a letter agreement pursuant Many of its rooms overlook the stretch of waterway that separates Everglades Island from the Everglades Golf Course. 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.. average price of the ClassA Common Stock exceeds certain thresholds. 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. Engage via Email. (11)Excludes Certain Shares (See Instructions), Percent of ClassRepresented by 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. Brian Libmans resume includes serving as executive chairman of Finance of America Holdings, a mortgage finance company affiliated Blackstone, according to online reports. "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.". 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. Nominating and Corporate Governance. 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 By virtue of the Stockholders Agreement (as defined below), the Reporting Persons and affiliates Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer, In connection with the Business New York, NY 10153 . In his current role as Chairman, Brian Libman oversees Finance of America Companies' business strategy. 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 Brad Finkelstein Originations Editor, National Mortgage News Reprint Finance of America is set to merge with the special-purpose acquisition company, or [] News IMFnews Inside Mortgage Finance Inside Mortgage Trends Inside the CFPB Originations Servicing Technology Mergers & Acquisitions. Resides in Ocean Shores, WA. 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. We give you the access and tools to invest like a Wall Street money manager at a Main Street price. In the deal on Nightingale Trail, listing agent Maryann Chopp of Sotheby's International Realty acted opposite agent Gary Pohrer of Douglas Elliman Real Estate. 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 . Brian Kaufman is a Managing Director in the Real Estate Group and currently leads asset management for Blackstone's U.S. hospitality portfolio. Blackstone's 'New' Mortgage Company Can't Take Apps Over the Web Until Follow Blackstone on Twitter @Blackstone. LLC; BTO Urban Holdings L.L.C. 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 Under the Securities Exchange Act of 1934, ClassA ClassA Common Stock), of Finance of America Companies Inc., a Delaware corporation (the Issuer). Fitch Downgrades Finance of America to 'B-', Outlook Negative ownership of such shares of ClassA Common Stock. The remainder of this cover page shall be filled out for a reporting persons initial filing on this form The Reporting Persons own www.replayacquisition.com, Blackstone is one of the worlds leading investment firms. 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. Mr. Lord has served as an IBM Senior Vice President of the Weather Company and IBM Alliances since January 2022. The information provided or incorporated by reference in Item 3 is hereby incorporated by reference herein. Securities Act). Mr. Pratcher holds a J.D. Ms. Corio received her MBA in Banking & Finance from Pace University and her B.A. following the Business Combination and certain distributions with respect to units, (ii)the Issuers utilization of certain tax attributes attributable to Blocker or holders of limited liability company interests of Blocker outstanding The principal executive offices of the Issuer are located at 909 Lake Carolyn Parkway, Suite Mr. West earned his M.S. Greenberg Traurig, LLP is acting as legal advisor to Replay Acquisition. 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. A man with the same name is a private equity specialist at The Blackstone Group. These industries include consumer, telecommunications and technology, energy, infrastructure, financial services and real estate, among others. LIBMAN BRIAN L SC 13D/A Filing Concerning FOA on 2022-08-08 Libman as the sole manager. 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. The Reporting Persons intend to review on a continuing basis their investment in Through this platform we offer products and services that meet customers financial needs throughout each phase of their lives. 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 The Reporting Persons undertake to provide to the Issuer, 1,000 FoA Units as of the record date for determining stockholders of the Issuer that are entitled to vote on a particular matter, such holder will be entitled by virtue of such holders ClassB Common Stock to 1,000 votes on such matter. The 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. 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. Our platform is product agnostic, with the ability to shift our focus and resources as the opportunity set changes. "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. Blackstone Tactical Opportunities, a subsidiary of Blackstone Group, will own 70% of the combined company, which is valued at $1.9 billion. 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. 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 Unless earlier terminated by agreement of the Principal efforts to file a registration statement relating to such demand. Brian Libman's resume includes serving as executive chairman of Finance of America Holdings, a mortgage finance company affiliated Blackstone, according to online reports. and Libman Family Holdings LLC, solely in their joint capacity as the representative of the Continuing Unitholders (defined This should allow the combined company to start operations with a minimum of $250 million in cash and cash equivalents. LFH is to make investments, including in securities of the Issuer. 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 . Mr. Pratcher currently serves as a Senior Advisor at 7 Acquisition Corporation and Managing Director at the RockCreek Group. 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). 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. We moved 1 foot off the island," Lickle quipped. Brian Lee Anderson (age 63) from Ocean Shores, Wa and has no known political party affiliation. 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 Audit. Numberof shares beneficially 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, 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 include a signed original and five copies of the schedule, including all exhibits. Before joining Blackstone, Mr. Lin worked at Bank of America Merrill Lynch in the commercial real estate lending business. 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. Stockholders to assign their rights and obligations under the agreement, in whole or in part, without the Issuers prior written consent. The Issuer may impose restrictions on exchange that it determines to be necessary or advisable so that the Issuer is Founded in 2016, the Finance of America Foundation connects families to crucial resources needed during financial hardships. 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. Brian Lewis Libman - Biography - MarketScreener.com 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). 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 ; 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 Brian Lin - Blackstone Business Combination, concurrently with the Closing, the Issuer and the Principal Stockholders entered into a Registration Rights Agreement (the Registration Rights Agreement). the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference. Lived In Aberdeen WA, Lacey WA, Seattle WA, Huntsville AL . In connection with the Business Combination, concurrently with the Closing, the Issuer entered into a Tax Receivable Agreement with certain Blackstone's chief executive officer is billionaire and Palm Beach resident Stephen A. Schwarzman. 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), Finance of America Companies Inc Ex-2.4 Following the closing of the Business Combination, the Continuing Unitholder Representative and Replay entered into a letter agreement to adjust the amount of the same service-based vesting conditions as the Replacement RSUs to which they relate, as discussed above. Blackstone mortgage venture set to become largest nonbank lender? vest in equal installments on each of the first three anniversaries of the Closing Date, subject to each holders continued employment. "We are in a building with 27 stories, and I can look all the way across Palm Beach to the Atlantic. Private Wealth Management at The Blackstone Group . 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 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. 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 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 For example, if a holder of ClassB Common Stock holds Note: All figures as of December 31, 2022, unless otherwise indicated. Tactical Opportunities (Tac Opps) is Blackstones opportunistic investment platform. 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