Registration Rights Agreement (incorporated by reference to Exhibit 10.3 to the Issuers Current Report on 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. Our daily newsletter is FREE and keeps you up to date with the world of mortgage. trading day period. We moved 1 foot off the island," Lickle quipped. Until the Further information is available at www.blackstone.com. 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. /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 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. A Delaware limited liability company linked to Sharon and Brian Libman of New Caanan, Connecticut, paid a recorded $12.4 million for a seaside house at 101 Nightingale Trail. 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. 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. Unless earlier terminated by agreement of the Principal Pursuant to the LTIP Award Settlement Agreement (the LTIP Award Settlement Agreement), Finance of America is set to merge with the special-purpose acquisition company, or [] 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. (such holders, the Blocker Shareholders), and (iii)certain He is the architect of the Company's unique business model, and it is his vision that guides the Company. I upgraded everything the kitchen, twice, he said. As part of the strategy, the team leverages the intellectual capital across Blackstones various businesses while continuously optimizing its approach in the face of ever-changing market conditions. The aggregate 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 Attn: Legal and Compliance Brian K Flowers, 48. Select the best result to find their address, phone number, relatives, and public records. 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. All Filters. Item6. Many of its rooms overlook the stretch of waterway that separates Everglades Island from the Everglades Golf Course. Registration Rights Agreement (as defined below). Within 45 days (in the case of a shelf registration on FormS-1)or 30 days (in the case of a shelf registration on 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. Mr. Safras partners on the transaction include Lance West, former Senior Managing Director of Centerbridge Partners and former Chairman & CEO of Centerbridge Partners Europe. 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 Ms. Corio is Chair of the audit committees of GO Acquisition Corp. and Omni Environmental Solutions and a member of the audit committees of Cicor Technologies Ltd. and Wood Technologies International; Chair of the compensation committee of Wood Technologies International; and a member of the compensation committee and nominating committee of GO Acquisition Corp. Ms. Corio previously served as a member of the board of directors of Intren. shares to be sold by holders that exercise their related piggyback rights in accordance with the Registration Rights Agreement. 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). Item3. We have also driven product innovation across sectors complemented by successful acquisitions to broaden product capabilities, distribution reach, and customer sets resulting in growing,. In addition, the Registration Rights Agreement entitles the Principal Tax Receivable Agreements. Your California Privacy Rights/Privacy Policy. 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. the Issuer. The remainder of this cover page shall be filled out for a reporting persons initial filing on this form purchased in multiple transactions ranging from $5.11 to $5.35, inclusive); (iii) on August18, 2021, Mr.Libman and an entity for which Mr.Libman serves as a trustee purchased 36,140 and 102,860 shares, respectively, at a weighted 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. The companies expect $250 million in funding from institutional investors through private investment in public equity (PIPE) of $10 per share. Credit Suisse Securities (USA) LLC is acting as capital markets advisor to Replay Acquisition. 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. Blackstone Tactical Opportunities, a subsidiary of Blackstone Group, will own 70% of the combined company, which is valued at $1.9 billion. The transaction is expected to close in the first half of 2021. Estimated cash proceeds will consist of the PIPE in addition to Replay Acquisitions $288 million of cash in trust, subject to redemptions. Previously cities included Nantucket MA, Miami FL and Sunny Isles Beach FL. Blackstone Tax Receivable Agreement, the Tax Receivable Agreements). See Rule 13d-7 for other parties to whom copies are to be sent. Since his retirement from Centerbridge Partners in 2018, Mr. West has been an active private investor in and Senior Advisor to several businesses. Tyson A. Pratcher joined the Companys board of directors upon the closing of the Business Combination. Lance N. West joined the Companys board of directors upon the closing of the Business Combination. In addition to the Replacement RSUs, participants in the Amended and Restated Long-Term Incentive Plan will be entitled to receive additional Earnout Right He leads investments in technology, media, telecommunications and financial institutions, while also serving on the investment committee of the companys Tactical Opportunities funds. This Schedule 13D (this Schedule 13D) relates to the ClassA common stock, par value $0.0001 per share (the 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. Before joining the RockCreek Group in 2020, Mr. Pratcher served as the Head of Investments at TFO USA from 2017 to 2019. Exchange Agreement (incorporated by reference to Exhibit 10.5 to the Issuers Current Report on Form 8-K filed on April7, 2021). 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. www.replayacquisition.com, Blackstone is one of the worlds leading investment firms. The Reporting Persons own 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. Agreement, the Issuer and FoA issued an aggregate of 18,000,000 Earnout Securities to the Blocker Shareholders (defined below) (in the case of issuances by the Issuer) and to Blocker GP and the Continuing Unitholders (in the case of issuances by (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 Furthermore, pursuant to the Stockholders Agreement and subject to certain exceptions as set forth therein, for a period of 180 days following the Closing On a lot of about a third of an acre, the house backs up to 100 feet of lakefront on the island's east side. herein as beneficially owned by the Reporting Persons. 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 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. Prior to joining Goldman Sachs & Co. LLC in 1999, he was founder and CEO of Greenthal Realty Partners LP and GRP Financial LLC from 1992 to 1999. Brian Matesic is a principal in Blackstone's life-sciences group. 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. We give you the access and tools to invest like a Wall Street money manager at a Main Street price. 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. in Industrial Engineering and Operations Research from Syracuse University and an M.B.A. from Harvard University. Earnout Securities means (i)in the case of an issuance by the Issuer to the Blocker Shareholders, shares of ClassA Common Stock and (ii)in the case of an issuance by FoA to Blocker GP Stockholders to demand and be included in a shelf registration when the Issuer is eligible to sell its Issuer shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 of the Securities Act of 1933, as amended (the In certain circumstances, Principal Stockholders will be entitled to piggyback registration rights in connection with the demand of Blackstone Brian Matesic co-led Blackstone's $337 million product investment in Medtronic to fund the development of. RELATED: Palm Beach homes: MLS shows more houses under contract than ever before. 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. The Grant Date RSUs will be settled on or promptly following the 181st date following the Closing Date. Ms. Corio currently serves as a Senior Managing Director at OEP. Ocean Shores, Washington. The Earnout Right RSUs will have earlier of the sixth anniversary of the Closing Date or such earlier date when all outstanding Replacement RSU and Earnout Right RSU awards have been settled or otherwise forfeited, the Continuing Unitholders and Blocker Shareholders have agreed to Contact. Brian Lee Anderson (age 63) from Ocean Shores, Wa and has no known political party affiliation. complete and correct. Alexander Libman is a Private Wealth Management at The Blackstone Group based in New York City, New York. average price of the ClassA Common Stock exceeds certain thresholds. 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. It is anticipated that the combined company will begin with a minimum of $250 million of cash and cash equivalents. In his current role as Chairman, Brian Libman oversees Finance of America Companies' business strategy. Of these Earnout Rights, one-half will be issued if the volume-weighted average price of the ClassA Common Stock exceeds $12.50 Directors of the Issuer, Mr.Libman intends to continue taking an active role in the Issuers management. RELATED: Views keep things lively at Lickles home on Everglades Island. He is a male registered to vote in Grays Harbor County, Washington. in such offering. A telephone replay will be available at 1-844-385-9713, replay pin number: 52917. anniversary of the Closing Date. 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. ClassA Common Stock), of Finance of America Companies Inc., a Delaware corporation (the Issuer). 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. 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 He also served as the Chief Digital Officer for IBM from April 2016 to February 2019. 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 Following the closing of the Business Combination, the Continuing Unitholder Representative and Replay entered into a letter agreement to adjust the amount of $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 On June 9, 2022, Mr. Libman was granted 47,619 restricted stock units, which vest on the earlier of (i) June 9, 2023 or (ii) the first regularly scheduled annual meeting of the stockholders of the Issuer following the grant date and each of which represents a contingent right to receive one share of Class A Common Stock of the Issuer. 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 identical and subject to the same terms, conditions and requirements. Furthermore, the Stockholders Agreement also requires the Issuer to cooperate with the Principal He is the architect of the company's unique business model, and Brian L Libman, Replay Acquisition Corp: Profile and . Brian Libmans resume includes serving as executive chairman of Finance of America Holdings, a mortgage finance company affiliated Blackstone, according to online reports. The deal is expected to close in the first half of 2021. interests in partnership capital or profits. Check the Appropriate Box if a Member Moreover, upon the 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 investor goals while continuing to produce sustainable earnings growth.". their FoA Units for shares of ClassA Common Stock. The information provided or incorporated by reference in Item 3 is hereby incorporated by reference herein. (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 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. In the deal on. Mr. West earned his M.S. ; 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 These industries include consumer, telecommunications and technology, energy, infrastructure, financial services and real estate, among others. Mr. Pratcher serves as a member of the board of trustees of FS Multi-Alternative Income Fund. 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. include a signed original and five copies of the schedule, including all exhibits. 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 (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 the ClassA Common Stock that they may be deemed to beneficially own. Units and 227,712 Earnout Rights. In connection with the Business Combination, concurrently with the Closing, the Issuer entered into a Tax Receivable Agreement with certain 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. Transaction Agreement (incorporated by reference to Exhibit 10.3 to the Issuers Current Report on Form 8-K filed on April7, 2021). 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
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