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. We give you the access and tools to invest like a Wall Street money manager at a Main Street price. Brian Lee Anderson (age 63) from Ocean Shores, Wa and has no known political party affiliation. 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. Further information is available at www.blackstone.com. 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. Pursuant to the LTIP Award Settlement Agreement (the LTIP Award Settlement Agreement), RELATED: Views keep things lively at Lickles home on Everglades Island. Greenberg Traurig, LLP is acting as legal advisor to Replay Acquisition. in light of the Issuers business, financial condition and operating results, general market and industry conditions or other factors. 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 Ms. Corio also held positions in credit and risk management and investor relations. For Finance of America Investor Relations: ir@financeofamerica.com, For Finance of America Media: pr@financeofamerica.com, For Replay Acquisition Corp.: info@replayacquisition.com. identical and subject to the same terms, conditions and requirements. 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. 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. The consumer-lending platform said a merger with publicly-listed SPAC Replay Acquisition is in place. 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. 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). Through this platform we offer products and services that meet customers financial needs throughout each phase of their lives. Joint Filing Agreement, dated as of August26, 2021, by and among the Reporting Persons (filed herewith). 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. Mr. Pratcher serves as a member of the board of trustees of FS Multi-Alternative Income Fund. He previously worked at [] in Electrical Engineering from the California Institute of Technology in 1983, and graduated magna cum laude with a B.S. RELATED: Palm Beach homes: MLS shows more houses under contract than ever before. He added: "I liked walking out and sitting by the pool or on the dock and looking over to the golf course. Combination, and concurrently with the closing of the Business Combination on April1, 2021 (the Closing and such date, the Closing Date), the Issuer and (a)-(b) This Schedule 13D is being filed by: (i)Brian L. Libman, a United States citizen, (ii)Libman Family Holdings, LLC, a Connecticut limited Since his retirement from Centerbridge Partners in 2018, Mr. West has been an active private investor in and Senior Advisor to several businesses. 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 Letter Agreement, dated March 31, 2021, by and among Libman Family Holdings LLC; The Mortgage Opportunity Group 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 The address of the principal business office of Mr.Libman, LFH and TMO is 12 Wilton Road, Westport, CT 06880, Attn: Brian Libman, New Canaan, CT 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 purchased with available cash on hand. and the Continuing Unitholders, FoA Units. Agent Elizabeth DeWoody of Compass Florida handled the buyers end of the sale. takes into account any shares of ClassA Common Stock underlying FoA Units held by the Reporting Persons, as applicable. Of these Earnout Rights, one-half will be issued if the volume-weighted average price of the ClassA Common Stock exceeds $12.50 may receive additional securities of the Issuer in connection with the Issuers compensation program. In addition to the Replacement RSUs, participants in the Amended and Restated Long-Term Incentive Plan will be entitled to receive additional Earnout Right 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 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. Libman as the sole manager. To listen to the prepared remarks, please visit here or dial 1-844-385-9713. "Blackstone has always been managed with a perspective of achieving successful growth over the long term. In addition, prior to the closing of the Business Last month, another mortgage lender announced plans to go public. funds affiliated with Blackstone (the Blackstone Tax Receivable Agreement) and a Tax Receivable Agreement with certain other members of FoA, including LFH and TMO (the FoA Tax Receivable Agreement, and collectively with the TMO, one share of the Issuers ClassB common stock, par value $0.0001 per share (the ClassB Common Stock). Mr. West earned his M.S. 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. 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. and Libman Family Holdings LLC, solely in their joint capacity as the representative of the Continuing Unitholders (defined 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. 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. average price of $5.22 per share (these shares were purchased in multiple transactions ranging from $5.16 to $5.25, inclusive); and (iv)on August19, 2021, Mr.Libman and an entity for which Mr.Libman serves as a trustee Persons. He is the architect of the Companys unique business model, and it is his vision that guides the Company. 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), 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 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. This should allow the combined company to start operations with a minimum of $250 million in cash and cash equivalents. He is the architect of the Company's unique business model . All text and design is copyright 2020 WhaleWisdom.com. (such holders, the Blocker Shareholders), and (iii)certain April 1, 2021 . Alexander Libman's Phone Number and Email Last Update. It is anticipated that the combined company will begin with a minimum of $250 million of cash and cash equivalents. Units and 227,712 Earnout Rights. 06880. Differentiated End-to-End Cycle Resistant Platform in Consumer and Business Lending , Secular Mortgage Industry Tailwinds and Multiple Avenues for Growth , Funds Managed by Blackstone Tactical Opportunities and FOAs Management/Founder Will Retain Approximately 70% Equity Ownership Post-Closing . and certain permitted transferees thereof, may on a quarterly basis (subject to the terms of the Exchange Agreement) exchange. Note: All figures as of December 31, 2022, unless otherwise indicated. Brian L LibmanChairman, Replay Acquisition Corp. Brian L Libman. Brian Blackstone wrote about the European Central Bank from The Wall Street Journal's Frankfurt office. Lance N. West joined the Companys board of directors upon the closing of the Business Combination. [Finance of America Companies Inc. Schedule 13D]. 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 the ClassA Common Stock that they may be deemed to beneficially own. a grant date fair value of $10.00 per share. 57 %. 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. 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. 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 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 Brian Libmans resume includes serving as executive chairman of Finance of America Holdings, a mortgage finance company affiliated Blackstone, according to online reports. The principal business of Registration Rights Agreement (as defined below). www.financeofamerica.com, Founded by Edmond Safra, Gregorio Werthein and Gerardo Werthein, Replay Acquisition Corp. is a NYSE-listed blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses on industries that we believe have favorable prospects and a high likelihood of generating strong risk-adjusted returns for our shareholders. Brown Harris Stevens was on the sellers side. 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. indemnify the registration rights holders against (or make contributions in respect of) certain liabilities which may arise under the Securities Act. 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. Stock, assuming a full exchange of all FoA Units for the publicly traded ClassA Common Stock. Combination, the Blackstone Investors and the BL Investors entered into a letter agreement pursuant to which the Blackstone Investors and the BL Investors agreed, among other things, to permit the Blackstone Investors to have priority over the BL He leads investments in technology, media, telecommunications and financial institutions, while also serving on the investment committee of the companys Tactical Opportunities funds. In his current role as Chairman, Brian Libman oversees Finance of America Companies' business strategy. Transaction Agreement (incorporated by reference to Exhibit 10.3 to the Issuers Current Report on Form 8-K filed on April7, 2021). Latest Imf News. 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. Brian K Flowers, 48. Follow Blackstone on Twitter @Blackstone. CONFIDENTIAL . Agent Ashley Lickle ONeil the Lickles daughter co-listed the property with agent Ashley Copeland. The Reporting Persons intend to review on a continuing basis their investment in All rights reserved. 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) FINANCE OF AMERICA COMPANIES SET TO GO PUBLIC THROUGH A BUSINESS COMBINATION WITH REPLAY ACQUISITION CORP. Strong top line growth and superior operating leverage, with a 41% revenue CAGR from 2018 to 2020E, a 188% GAAP pre-tax income CAGR, and a 182% CAGR for Adjusted EBITDA, 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, Management, founder and Blackstone to remain closely aligned with shareholders at transaction close, Transaction is expected to close in the first half of 2021, Investor call scheduled for October 13, 2020. Refine Your Search Results. 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.. 2. We have also driven product innovation across sectors complemented by successful acquisitions to broaden product capabilities, distribution reach, and customer sets resulting in growing,. 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. 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. 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. Unless earlier terminated by agreement of the Principal Brian Lee Anderson's Washington Voter Registration. Your California Privacy Rights/Privacy Policy. I upgraded everything the kitchen, twice, he said. The Lickles have moved to a condominium in downtown West Palm Beach, Bill Lickle, a retired banker, told the Daily News in a February article. Principal Stockholder. 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 . 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 FoA entered into a Stockholders Agreement (the Stockholders Agreement). 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. Check the Appropriate Box if a Member The Issuer may impose restrictions on exchange that it determines to be necessary or advisable so that the Issuer is A longtime Palm Beach couple has sold their Everglades Island house at 568 Island Drive to a limited liability company affiliated with Martin Brand, according to the deed recorded Friday at $10 million. In connection with the proposed business combination, a registration statement on Form S-4 (the Form S-4) is expected to be filed by a newly-formed holding company (New Pubco) with the SEC that will include a proxy statement of Replay Acquisition that will also constitute a prospectus of New Pubco. Finance of America is a unique, highly differentiated platform offering a broad suite of products across a multi-channel distribution network. 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. Mr. Lord also served as Senior Vice President of Cognitive Applications, Blockchain, and Ecosystems at IBM from February 2019 to January 2022. 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 deal is expected to close in the first half of 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 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 Independent. certainpre-Closingequityholders of. Common Stock, par value $0.0001 per share, Attn: It recently touted the strength of the housing market and helped make the REO-to-rental market a bona. Exchange Agreement (incorporated by reference to Exhibit 10.5 to the Issuers Current Report on Form 8-K filed on April7, 2021). 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. The remainder of this cover page shall be filled out for a reporting persons initial filing on this form The Board of Directors of Replay Acquisition and the Board of Finance of Americas parent company have unanimously approved the transaction. 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. Finance of America Companies Inc 767 Fifth Ave., 46th Floor . In addition, the Stockholders Agreement permits the Issuers Principal This Schedule 13D (this Schedule 13D) relates to the ClassA common stock, par value $0.0001 per share (the Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer, In connection with the Business 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 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 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 . Mr. Lord has served as an IBM Senior Vice President of the Weather Company and IBM Alliances since January 2022. (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 A telephone replay will be available at 1-844-385-9713, replay pin number: 52917. In connection with the Business Combination, concurrently with the Closing, the Issuer, FoA and the Continuing Unitholders entered into an Exchange Agreement 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. 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 ownership of such shares of ClassA Common Stock. 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. Tyson A. Pratcher joined the Companys board of directors upon the closing of the Business Combination.