240.13d-1(f) or 240.13d-1(g), check the following box. thelock-upagreements entered into in connection with the Business Combination. 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. In connection with the acquisitions described in this Schedule 13D, the Reporting Persons have evaluated and Replay Acquisitions and Finance of Americas actual results may differ from their expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. complete and correct. Pursuant to the terms of the Amended and Restated Long-Term Incentive Plan (the LTIP), FoA granted to each employee who held phantom units the same service-based vesting conditions as the Replacement RSUs to which they relate, as discussed above. Further information is available at www.blackstone.com. Blackstone has discussed buying a stake in Ken Griffin's Citadel, whose hedge fund could be worth between $5 billion and $7 billion. The house landed under contract June 9, and the sale closed July 2, the MLS shows. "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. (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 Within 45 days (in the case of a shelf registration on FormS-1)or 30 days (in the case of a shelf registration on other tax benefits related to entering into the Tax Receivable Agreements, including tax benefits attributable to making payments under the Tax Receivable Agreements. 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. We do this by using extraordinary people and flexible capital to help companies solve problems. Lance N. West joined the Companys board of directors upon the closing of the Business Combination. All Filters. in Electrical Engineering from Tufts University in 1982. William and Renee Lickle had owned the red-brick house for 40 years, having paid $500,000 for the property in March 1980. Mr. West earned his M.S. He previously worked at [] ownership of such shares of ClassA Common Stock. Nominating and Corporate Governance. Finance of America is a unique, highly differentiated platform offering a broad suite of products across a multi-channel distribution network. Read More . identical and subject to the same terms, conditions and requirements. 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 Proceedings Is Required Pursuant to Items2(d) or 2(e). Pursuant to the Transaction Mr. Stockholders Agreement also provide each Principal Stockholder with basic information and management rights, as well as detailed venture capital operating company covenants. April 1, 2021 . Credit & Insurance. 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. We give you the access and tools to invest like a Wall Street money manager at a Main Street price. Brian Lee Anderson's Washington Voter Registration. The Issuer may impose restrictions on exchange that it determines to be necessary or advisable so that the Issuer is The Earnout Right RSUs will have Ms. Corio received her MBA in Banking & Finance from Pace University and her B.A. 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. Brian Edward Carroll, 56. not treated as a publicly traded partnership for U.S. federal income tax purposes. 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. company, UFG Management Holdings LLC, a Delaware limited liability company, and Joe Cayre; and BTO Urban Holdings L.L.C. Brian Carroll may also have lived outside of Ocean Shores, such as Puyallup, Montesano and 2 other cities in Washington. The nomination rights of each Principal Stockholder are substantially 57 %. Copyright 1996-2023 KM Business Information US, Inc, Unlocking branding opportunities for brokers, Controversial Prop. will continue to evaluate the possibility of acquiring additional shares of ClassA Common Stock. Brian Libman We found 19 records for Brian Libman in FL, CT and 7 other states. FoA entered into a Stockholders Agreement (the Stockholders Agreement). 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. 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. LTIP Award Settlement Agreement, dated as of October12, 2020, by and among the Issuer, FoA, the 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 11:26 am. $280B. Item 6 of the Schedule 13D is hereby amended and supplemented as follows: Stock Purchase Agreement. Brian L LibmanChairman, Replay Acquisition Corp. Brian L Libman. herein as beneficially owned by the Reporting Persons. He is the architect of the Company's unique business model . LFH is to make investments, including in securities of the Issuer. 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 Under the Securities Exchange Act of 1934, ClassA 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 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 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. their FoA Units for shares of ClassA Common Stock. 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 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 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. The Company remains well positioned to continue to generate growth by capitalizing on secular macro trends and mobilizing resources to take advantage of market opportunities, said Edmond Safra, Co-CEO of Replay Acquisition. develop such plans and may seek to influence management or the Board of the Issuer with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer or other Persons. 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. Brian Libman, executive chairman, Finance of America Holdings, said that the deal is a "natural progression" for the company. 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). Brian K Flowers, 48. We changed our view.. 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. Transaction Agreement (incorporated by reference to Exhibit 10.3 to the Issuers Current Report on Form 8-K filed on April7, 2021). Updated Oct. 13, 2020 8:07 am ET Consumer-lending platform and Blackstone Group portfolio company Finance of America Equity Capital LLC is set to go public with a valuation of $1.9 billion through a blank-check merger, this year's hottest way to list shares. Blackstone Tactical Opportunities, a subsidiary of Blackstone Group, will own 70% of the combined company, which is valued at $1.9 billion. Tyson A. Pratcher joined the Companys board of directors upon the closing of the Business Combination. Exchange Agreement (incorporated by reference to Exhibit 10.5 to the Issuers Current Report on Form 8-K filed on April7, 2021). Mr. Lord holds a B.S. has effected any transaction in ClassA Common Stock in the past 60 days. 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. The aggregate 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 vote generally. He also served as the Chief Digital Officer for IBM from April 2016 to February 2019. Also, subject to applicable approvals from the compensation committee of the board of directors of the Board, Mr.Libman 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. Tax Receivable Agreements. 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 We provide the first and only end-to-end vertically integrated platform in the lending 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 Lived In Aberdeen WA, Lacey WA, Seattle WA, Huntsville AL . 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 addition, the Registration Rights Agreement entitles the Principal 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. 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. (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 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 the ClassA Common Stock that they may be deemed to beneficially own. Mr. Pratcher holds a J.D. average price of the ClassA Common Stock exceeds certain thresholds. The following shares of the Issuers ClassA Common Stock were purchased following the Business Combination: (i)on August16, 2021, Pursuant to the Stockholders Agreement, each of certain funds affiliated with Blackstone (the 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. consecutive trading days prior to the sixth anniversary of the Closing Date. 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 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 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 . Item5. 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. Form 8-K filed on April7, 2021). persons. Mr. Pratcher currently serves as a Senior Advisor at 7 Acquisition Corporation and Managing Director at the RockCreek Group. 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. 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. 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. violation with respect to such laws. 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. TMO, one share of the Issuers ClassB common stock, par value $0.0001 per share (the ClassB Common Stock). 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. The Reporting Persons own Securities Act). 11/21/2022 3:24 AM. When available, the definitive proxy statement/prospectus will be mailed to shareholders of Replay Acquisition as of a record date to be established for voting on the proposed business combination. I upgraded everything the kitchen, twice, he said. The principal executive offices of the Issuer are located at 909 Lake Carolyn Parkway, Suite Brian Flowers may also have lived outside of Ocean Shores, such as Aberdeen, Lacey and Seattle. Your California Privacy Rights/Privacy Policy. Mr. Pratcher serves as a member of the board of trustees of FS Multi-Alternative Income Fund. 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. (11)Excludes Certain Shares (See Instructions), Percent of ClassRepresented by Continuing Unitholders and the Blocker Shareholders, the Continuing Unitholders and the Blocker Shareholders (filed herewith). Finance of America is set to merge with the special-purpose acquisition company, or [] 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 representing 82.2% of the outstanding ClassA Common Stock. trading day period. ; 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 CONFIDENTIAL . 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. 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. Follow Blackstone on Twitter @Blackstone. Prior to joining OEP in 2018, Ms. Corio served as the CFO of American Express Global Business Travel from June 2014 to June 2017. A telephone replay will be available at 1-844-385-9713, replay pin number: 52917. Resides in Ocean Shores, WA. 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. and Libman Family Holdings LLC, solely in their joint capacity as the representative of the Continuing Unitholders (defined RELATED: Palm Beach homes: MLS shows more houses under contract than ever before. certainpre-Closingequityholders of. Dr. Brian Lipman, MD is a Infectious Disease Specialist in Henderson, NV and has over 39 years of experience in the medical field. The deal is expected to close in the first half of 2021.