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. Since his retirement from Centerbridge Partners in 2018, Mr. West has been an active private investor in and Senior Advisor to several businesses. He previously worked at [] 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 Independent. billion in assets under management include investment vehicles focused on private equity, real estate, public debt and equity, life sciences, growth equity, opportunistic, non-investment grade credit, real assets and secondary funds, all on a global basis. (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 Pursuant to the Registration Rights Agreement, upon "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.". efforts to file a registration statement relating to such demand. 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 is the architect of the company's unique business model, and Brian L Libman, Replay Acquisition Corp: Profile and . a***@blackstone.com. 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). Exchange Agreement (incorporated by reference to Exhibit 10.5 to the Issuers Current Report on Form 8-K filed on April7, 2021). Share. 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 house landed under contract June 9, and the sale closed July 2, the MLS shows. In addition to the Replacement RSUs, participants in the Amended and Restated Long-Term Incentive Plan will be entitled to receive additional Earnout Right 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. Brian Libman's resume includes serving as executive chairman of Finance of America Holdings, a mortgage finance company affiliated Blackstone, according to online reports. 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 Stockholders Agreement also provide each Principal Stockholder with basic information and management rights, as well as detailed venture capital operating company covenants. Instructions). 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. Of these Earnout Rights, one-half will be issued if the volume-weighted average price of the ClassA Common Stock exceeds $12.50 The Reporting Persons undertake to provide to the Issuer, RELATED: Palm Beach homes: MLS shows more houses under contract than ever before. Item6. Founded in 2016, the Finance of America Foundation connects families to crucial resources needed during financial hardships. Ms. Corio received her MBA in Banking & Finance from Pace University and her B.A. Watch . (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 Ocean Shores, Washington. The companies expect $250 million in funding from institutional investors through private investment in public equity (PIPE) of $10 per share. 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 Note: Schedules filed in paper format shall Mr. Pratcher holds a J.D. Blackstone and its affiliates are filing a separate Schedule 13D to report 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). their FoA Units for shares of ClassA Common Stock. 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. 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. in light of the Issuers business, financial condition and operating results, general market and industry conditions or other factors. Compensation. Brad Finkelstein Originations Editor, National Mortgage News Reprint 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. 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 (such holders, the Blocker Shareholders), and (iii)certain ; 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 This press release includes forward-looking statements within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Most of these factors are outside Replay Acquisitions and Finance of Americas control and are difficult to predict. the ClassA Common Stock that they may be deemed to beneficially own. Item3. LFH is to make investments, including in securities of the Issuer. Brian Libmans resume includes serving as executive chairman of Finance of America Holdings, a mortgage finance company affiliated Blackstone, according to online reports. The remainder of this cover page shall be filled out for a reporting persons initial filing on this form Our platform is product agnostic, with the ability to shift our focus and resources as the opportunity set changes. TMO, one share of the Issuers ClassB common stock, par value $0.0001 per share (the ClassB Common Stock). 1550, Irving, Texas 75039. In his capacity as Chairman of the Board of Blackstone has discussed buying a stake in Ken Griffin's Citadel, whose hedge fund could be worth between $5 billion and $7 billion. Agreement and LTIP Award Settlement Agreement contained in this Item 6 are not intended to be complete and are qualified in their entirety by reference to such documents, which are filed as exhibits hereto and incorporated by reference herein. These industries include consumer, telecommunications and technology, energy, infrastructure, financial services and real estate, among others. Before joining Centerbridge, Mr. West was a Partner Managing Director at Goldman Sachs & Co. LLC, where he headed the firms Principal Finance Group. Beyond product offerings, the Company offers ancillary services to its partners and to enhance the customer experience, resulting in incremental fee income. not treated as a publicly traded partnership for U.S. federal income tax purposes. a grant date fair value of $10.00 per share. Transaction Agreement (incorporated by reference to Exhibit 10.3 to the Issuers Current Report on Form 8-K filed on April7, 2021). 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. Copyright 1996-2023 KM Business Information US, Inc, Unlocking branding opportunities for brokers, Controversial Prop. Before joining the RockCreek Group in 2020, Mr. Pratcher served as the Head of Investments at TFO USA from 2017 to 2019. Brian Lee Anderson's Washington Voter Registration. All text and design is copyright 2020 WhaleWisdom.com. 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. persons. 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. purchased with available cash on hand. Continuing Unitholders and the Blocker Shareholders, the Continuing Unitholders and the Blocker Shareholders (filed herewith). In addition, in connection with the Business Combination, the Issuer issued to each of the Continuing Unitholders, including LFH and 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. 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. directors that is greater than 40% of the members of the Board; if the Blackstone Investors or the BL Investors, as the case may be, hold between 30% and 40% of such outstanding shares, such applicable investors will be entitled to designate the He is the architect of the Company's unique business model . Built in 1956, the house has six-bedrooms and 7,522 square feet of living space, inside and out. All of the securities reported herein were acquired for investment purposes. include a signed original and five copies of the schedule, including all exhibits. Check the Appropriate Box if a Member Stock, assuming a full exchange of all FoA Units for the publicly traded ClassA Common Stock. 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 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. He leads investments in technology, media, telecommunications and financial institutions, while also serving on the investment committee of the companys Tactical Opportunities funds. Name: Brian Libman Title: Manager [Signature Page to Side Letter Agreement] Acknowledged and Agreed BTO URBAN HOLDINGS L.L.C. 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. My friends, playing golf, would wave at me.. 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. Business Combination, concurrently with the Closing, the Issuer and the Principal Stockholders entered into a Registration Rights Agreement (the Registration Rights Agreement). We provide the first and only end-to-end vertically integrated platform in the lending business. We seek to create positive economic impact and long-term value for our investors, the companies we invest in, and the communities in which we work. 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, Our $564. Stockholders Agreement (incorporated by reference to Exhibit 10.2 to the Issuers Current Report on Form 8-K filed on April7, 2021). Form 8-K filed on April7, 2021). 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. will continue to evaluate the possibility of acquiring additional shares of ClassA Common Stock. 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. Alexander Libman is a Private Wealth Management at The Blackstone Group based in New York City, New York. /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 Brown Harris Stevens was on the sellers side. For example, if a holder of ClassB Common Stock holds 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 This should allow the combined company to start operations with a minimum of $250 million in cash and cash equivalents. Through this platform we offer products and services that meet customers financial needs throughout each phase of their lives. In connection with the I upgraded everything the kitchen, twice, he said. He is the architect of the Company's unique business model, and it is his vision that guides the Company. of 85% of the cash tax benefits, if any, that the Issuer is deemed to realize (calculated using certain simplifying assumptions) as a result of (i)tax basis adjustments as a result of sales and exchanges of units in connection with or