He is the architect of the Company's unique business model . 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. with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. 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. The Board of Directors of Replay Acquisition and the Board of Finance of Americas parent company have unanimously approved the transaction. The following shares of the Issuers ClassA Common Stock were purchased following the Business Combination: (i)on August16, 2021, average price of the ClassA Common Stock exceeds certain thresholds. TMO, one share of the Issuers ClassB common stock, par value $0.0001 per share (the ClassB Common Stock). 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 Jan 02, 2022. Note: All figures as of December 31, 2022, unless otherwise indicated. the Blackstone Investors and the BL Investors will separately be entitled to designate to the Board increases and/or decreases on a sliding scale such that, for example, if the Blackstone Investors or the BL Investors, as the case may be, hold more Investors with respect to certain sales notwithstanding the terms of the Stockholders Agreement or the Registration Rights Agreement. Estimated cash proceeds will consist of the PIPE in addition to Replay Acquisitions $288 million of cash in trust, subject to redemptions. 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 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 LIBMAN BRIAN L SC 13D/A Filing Concerning FOA on 2022-12-06 Lived In Aberdeen WA, Lacey WA, Seattle WA, Huntsville AL . 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. All Filters. indemnify the registration rights holders against (or make contributions in respect of) certain liabilities which may arise under the Securities Act. 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 ownership of such shares of ClassA Common Stock. The principal business of TMO is providing real estate-related advisory services, including to the Issuer. 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. $280B. 240.13d-1(f) or 240.13d-1(g), check the following box. 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 Pursuant to the terms of the Amended and Restated Long-Term Incentive Plan, 25% of the Replacement RSUs vested on the RSU grant date (the Grant Date RSUs), and the remaining 75% will For example, if a holder of ClassB Common Stock holds efforts to file a registration statement relating to such demand. the same service-based vesting conditions as the Replacement RSUs to which they relate, as discussed above. All Filters. 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. in Economics from LeMoyne College. 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. The Reporting Persons acquired the securities reported herein for investment purposes, subject to the following: The information in Item 6 of this Schedule 13D is incorporated herein by reference. Finance of America is set to merge with the special-purpose acquisition company, or [] Blackstone is a full-service, private-equity funded investment bank based out of New York. He leads investments in technology, media, telecommunications and financial institutions, while also serving on the investment committee of the companys Tactical Opportunities funds. -, LIMIT THE USE OF MY SENSITIVE PERSONAL INFORMATION. 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 "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.". 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. 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) These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially, and potentially adversely, from those expressed or implied in the forward-looking statements. Finance of America was initially considering a traditional IPO but shifted course after negotiating with the founders of Replay Acquisition over the summer, The Wall Street Journal reported. identical and subject to the same terms, conditions and requirements. 06880. 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. Why Finance of America was not initially looking to go public via SPAC may receive additional securities of the Issuer in connection with the Issuers compensation program. Finance of America joins SPAC IPO bandwagon Replay Acquisition Corp. c/o EMS Capital LP . Letter Agreement, dated April 5, 2021, by and among Continuing Unitholder Representative and Replay The Earnout Right RSUs will have 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. Credit Suisse Securities (USA) LLC is acting as capital markets advisor to Replay Acquisition. Engage via Email. For Finance of America Investor Relations: ir@financeofamerica.com, For Finance of America Media: pr@financeofamerica.com, For Replay Acquisition Corp.: info@replayacquisition.com. The transaction implies an equity valuation at closing for the combined company of $1.9 billion. 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 Mr. Pratcher holds a J.D. Principal Stockholder. Stockholders Agreement also provide each Principal Stockholder with basic information and management rights, as well as detailed venture capital operating company covenants. Units and 227,712 Earnout Rights. The Joint Filing Agreement, dated as of August26, 2021, by and among the Reporting Persons (filed herewith). "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. In partnership with former Lehman Brothers Managing Director Brian Libman, Blackstone is trying to carry out a "roll-up" strategy. Our platform is product agnostic, with the ability to shift our focus and resources as the opportunity set changes. New York, NY 10153 . Brian Flowers may also have lived outside of Ocean Shores, such as Aberdeen, Lacey and Seattle. Also, subject to applicable approvals from the compensation committee of the board of directors of the Board, Mr.Libman 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 . 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 Unless earlier terminated by agreement of the Principal Brian Edward Carroll, 56. Initiatives include the Finance of America Foundation in partnership with former Congressman Barney Frank providing support, education and relief to distressed borrowers, and Finance of America Cares, a nonprofit organization created in partnership with employees to serve local community needs. 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. Resides in Ocean Shores, WA. brian libman blackstone. All text and design is copyright 2020 WhaleWisdom.com. Continuing Unitholders and the Blocker Shareholders, the Continuing Unitholders and the Blocker Shareholders (filed herewith). (incorporated by reference to Exhibit 2.3 filed with the Registrants Current Report on Form 8-K filed on April7, 2021). 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.. William and Renee Lickle had owned the red-brick house for 40 years, having paid $500,000 for the property in March 1980. 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. Board Members. 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.. Mr. Safras partners on the transaction include Lance West, former Senior Managing Director of Centerbridge Partners and former Chairman & CEO of Centerbridge Partners Europe. Our daily newsletter is FREE and keeps you up to date with the world of mortgage. 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, Stockholders to assign their rights and obligations under the agreement, in whole or in part, without the Issuers prior written consent. Finance of America Companies Set to Go Public Through a Business 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. (11)Excludes Certain Shares (See Instructions), Percent of ClassRepresented by Pursuant to the Stockholders Agreement, each of certain funds affiliated with Blackstone (the and Libman Family Holdings LLC, solely in their joint capacity as the representative of the Continuing Unitholders (defined 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 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. Resides in Ocean Shores, WA. Brian Kaufman - Blackstone
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