representing 82.2% of the outstanding ClassA Common Stock. securities purchased pursuant to PIPE Agreements executed concurrently with the execution of the Transaction Agreement or on the open market. He previously worked at [] All of the securities reported herein were acquired for investment purposes. from Columbia Law School and a B.S. 57 %. Letter Agreement, dated March 31, 2021, by and among Libman Family Holdings LLC; The Mortgage Opportunity Group interests in partnership capital or profits. 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. Finance of America Companies Inc 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 Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is Principal Stockholder. efforts to file a registration statement relating to such demand. 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 The consumer-lending platform said a merger with publicly-listed SPAC Replay Acquisition is in place. Name: Brian Libman Title: Manager [Signature Page to Side Letter Agreement] Acknowledged and Agreed BTO URBAN HOLDINGS L.L.C. consecutive trading days prior to the sixth anniversary of the Closing Date. Agent Elizabeth DeWoody of Compass Florida handled the buyers end of the sale. Mr. West earned his M.S. 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 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. will continue to evaluate the possibility of acquiring additional shares of ClassA Common Stock. Fitch Downgrades Finance of America to 'B-', Outlook Negative A man with the same name is a private equity specialist at The Blackstone Group. Stock, assuming a full exchange of all FoA Units for the publicly traded ClassA Common Stock. 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 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 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 In addition, in connection with the Business Combination, the Issuer issued to each of the Continuing Unitholders, including LFH and Finance of America is set to merge with the special-purpose acquisition company, or [] a***@blackstone.com. Brian Matesic is a principal in Blackstone's life-sciences group. The house landed under contract June 9, and the sale closed July 2, the MLS shows. Mr. Pratcher holds a J.D. The Issuer may impose restrictions on exchange that it determines to be necessary or advisable so that the Issuer is Prior to his role with TFO USA, Mr. Pratcher served as the Director of Opportunistic Investments and the Director of Absolute Return Strategies at the New York State Common Retirement Fund from 2007 to 2017. 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. 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 . We changed our view.. Brian Lin is a Managing Director in the Real Estate group. Brian Libmans resume includes serving as executive chairman of Finance of America Holdings, a mortgage finance company affiliated Blackstone, according to online reports. 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. in such offering. Blackstone's 'New' Mortgage Company Can't Take Apps Over the Web Until 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. Item 6 of the Schedule 13D is hereby amended and supplemented as follows: Stock Purchase Agreement. RELATED: Views keep things lively at Lickles home on Everglades Island. 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 . Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the "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.". Tyson A. Pratcher joined the Companys board of directors upon the closing of the Business Combination. Resides in Ocean Shores, WA. Resides in Ocean Shores, WA. All rights reserved. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer, In connection with the Business These forward-looking statements include, without limitation, Replay Acquisitions and Finance of Americas expectations with respect to future performance and anticipated financial impacts of the proposed business combination, the satisfaction or waiver of the closing conditions to the proposed business combination, and the timing of the completion of the proposed business combination. certainpre-Closingequityholders of. 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. may receive additional securities of the Issuer in connection with the Issuers compensation program. Lance N. West joined the Companys board of directors upon the closing of the Business Combination. Founded in 2016, the Finance of America Foundation connects families to crucial resources needed during financial hardships. Credit Suisse Securities (USA) LLC is acting as capital markets advisor to Replay Acquisition. Unless earlier terminated by agreement of the Principal 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. Tax Receivable Agreements. Instructions). 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. 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 My friends, playing golf, would wave at me.. /s/ Menes Chee Name: Menes Chee Title: Authorized Person BTO URBAN HOLDINGS II L.P. By: Blackstone Tactical Opportunities Associates - NQ L.L.C., its general partner By: BTOA - NQ L.L.C., its sole member Continuing Unitholders and the Blocker Shareholders, the Continuing Unitholders and the Blocker Shareholders (filed herewith). Independent. Any ClassA Common Stock received by the Blackstone Investors or the BL Investors in any such exchange during the applicable restricted periods would be subject to 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.. has effected any transaction in ClassA Common Stock in the past 60 days. Before joining Centerbridge, Mr. West was a Partner Managing Director at Goldman Sachs & Co. LLC, where he headed the firms Principal Finance Group. Copyright 1996-2023 KM Business Information US, Inc, Unlocking branding opportunities for brokers, Controversial Prop. 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. Our management has consistently sought to focus on the best outcomes for our business and investments over a period of years rather than . Also, subject to applicable approvals from the compensation committee of the board of directors of the Board, Mr.Libman Cash proceeds for the new company will include the PIPE capital and $288 million of cash in trust from Replay Acquisition. The Reporting Persons intend to review on a continuing basis their investment in Personal details about Brian include: political affiliation is unknown; ethnicity is Middle Eastern . 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). $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 Brian L. Libman oversees our Companys business strategy and has served as the Chairman of our board of directors since the closing of the Business Combination. 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. 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. Within 45 days (in the case of a shelf registration on FormS-1)or 30 days (in the case of a shelf registration on 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 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. 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. a grant date fair value of $10.00 per share. Furthermore, the Stockholders Agreement also requires the Issuer to cooperate with the Principal Libman as the sole manager. The Reporting Persons undertake to provide to the Issuer, Lived In Montesano WA, Spanaway WA, Renton WA, Puyallup . Combination, and concurrently with the closing of the Business Combination on April1, 2021 (the Closing and such date, the Closing Date), the Issuer and We give you the access and tools to invest like a Wall Street money manager at a Main Street price. In connection with the 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. Any demandednon-shelfregistered offering may, at the Issuers option, include Issuer shares to be sold by the Issuer for its own account and will also include registrable The deal is expected to close in the first half of 2021. Compensation. Through this platform we offer products and services that meet customers financial needs throughout each phase of their lives. LTIP Award Settlement Agreement, dated as of October12, 2020, by and among the Issuer, FoA, the not treated as a publicly traded partnership for U.S. federal income tax purposes. Founder of Finance of America Cos., Inc. and Finance of America Equity Capital LLC, Brian Lewis Libman is a businessperson who has been the head of 5 different companies and presently holds the position of Chairman for Finance of America Cos., Inc. and Chairman for Finance of America Holdings LLC and Chairman for Finance of America Equity Capital in Political Science from Hampton University. Brian K Flowers, 48. Under the Securities Exchange Act of 1934, ClassA The Grant Date RSUs will be settled on or promptly following the 181st date following the Closing Date. in Industrial Engineering and Operations Research from Syracuse University and an M.B.A. from Harvard University. In addition, the Registration Rights Agreement entitles the Principal Blackstone is a full-service, private-equity funded investment bank based out of New York. 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 Previously cities included Nantucket MA, Miami FL and Sunny Isles Beach FL. Mr. Libman has spent his entire career in the specialty finance area and has been involved in structuring and consummating the acquisitions of more than twenty businesses. Mr. Pratcher serves as a member of the board of trustees of FS Multi-Alternative Income Fund. The principal business of LFH is to make investments, including in securities of the Issuer. Pursuant to the Stockholders Agreement, each of certain funds affiliated with Blackstone (the Palm Beach homes: Everglades Island house near golf course fetches $10M Investors with respect to certain sales notwithstanding the terms of the Stockholders Agreement or the Registration Rights Agreement. (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 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 2. 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. -, LIMIT THE USE OF MY SENSITIVE PERSONAL INFORMATION. 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. 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 same service-based vesting conditions as the Replacement RSUs to which they relate, as discussed above. Interest in Securities of the Issuer. Until the All Filters. Since his retirement from Centerbridge Partners in 2018, Mr. West has been an active private investor in and Senior Advisor to several businesses. See Rule 13d-7 for other parties to whom copies are to be sent. Engage via Email. Follow Blackstone on Twitter @Blackstone. Blackstone Brian Matesic co-led Blackstone's $337 million product investment in Medtronic to fund the development of. 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 . Blackstone-backed Finance of America to go public through SPAC deal The Firm - Blackstone The number of directors that each of 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 ownedby each reporting person with: Aggregate Amount Beneficially Owned by Each Reporting Person, Check if the Aggregate Amount in Row shares to be sold by holders that exercise their related piggyback rights in accordance with the Registration Rights Agreement. Sometimes Brian goes by various nicknames including Brian L Ibman, Brian Lewis Libman and Brian L Libman. Prior to founding GRP, Mr. West was an executive vice president-principal with The Charles H. Greenthal Group, Inc. and began his career as a Member of the Technical Staff at AT&T Bell Laboratories from 1982 to 1984. (d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar Registration Rights Agreement (incorporated by reference to Exhibit 10.3 to the Issuers Current Report on Dr. Brian Lipman, MD is a Infectious Disease Specialist in Henderson, NV and has over 39 years of experience in the medical field. 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 Refine Your Search Results. Finance of America is a unique, highly differentiated platform offering a broad suite of products across a multi-channel distribution network. Blackstone Tax Receivable Agreement, the Tax Receivable Agreements). In connection with the Business Combination, concurrently with the Closing, the Issuer, FoA and the Continuing Unitholders entered into an Exchange Agreement
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