Unless earlier terminated by agreement of the Principal anniversary of the Closing Date. The Blackstone-owned consumer lender is set to go public with $1.9b merger. Board Members. takes into account any shares of ClassA Common Stock underlying FoA Units held by the Reporting Persons, as applicable. Finance of America expands, brings B2R Finance, Jordan - HousingWire Pursuant to the Transaction 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 The companies expect $250 million in funding from institutional investors through private investment in public equity (PIPE) of $10 per share. In addition, in his capacity as Chairman of the Board of Directors and as a member of the Issuers compensation committee, Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer, In connection with the Business efforts to file a registration statement relating to such demand. LTIP Award Settlement Agreement, dated as of October12, 2020, by and among the Issuer, FoA, the 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). Brian L. Libman. Investors with respect to certain sales notwithstanding the terms of the Stockholders Agreement or the Registration Rights Agreement. purchased with available cash on hand. Business Combination, concurrently with the Closing, the Issuer and the Principal Stockholders entered into a Registration Rights Agreement (the Registration Rights Agreement). We do this by using extraordinary people and flexible capital to help companies solve problems. Brian Blackstone at The Wall Street Journal - WSJ 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. The buyer, who owns a Park Avenue penthouse in New York City, signed a 30-year, $7-million mortgage on the property with First Republic Bank of San Francisco, property records show. Contact Number Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is He leads investments in technology, media, telecommunications and financial institutions, while also serving on the investment committee of the companys Tactical Opportunities funds. 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. misdemeanors). Brian Flowers in Ocean Shores, Washington | Phone Number, Email 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 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. 1,000 FoA Units as of the record date for determining stockholders of the Issuer that are entitled to vote on a particular matter, such holder will be entitled by virtue of such holders ClassB Common Stock to 1,000 votes on such matter. Best Match Powered by Whitepages Premium AGE 50s Brian Mitchell Libman Delray Beach, FL (Kings Point) Aliases Brian M Lebman View Full Report Addresses 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. Pursuant to the Registration Rights Agreement, upon 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 addition, prior to the closing of the Business Combination, the Blackstone Investors and the BL Investors entered into a letter agreement pursuant Mr. Lord also served as Senior Vice President of Cognitive Applications, Blockchain, and Ecosystems at IBM from February 2019 to January 2022. The Firm - Blackstone Within 90 days after receipt of a demand for such registration, the Issuer will be required to use its reasonable best 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 BTO Following the closing of the Business Combination, the Continuing Unitholder Representative and Replay entered into a letter agreement to adjust the amount of Such Earnout Securities will also become issuable under certain circumstances if an agreement with respect to a sale of the Issuer is entered into prior to the sixth 240.13d-1(f) or 240.13d-1(g), check the following box. 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 addition, Finance of America offers complementary lending services to our business partners and to enhance the customer experience, as well as capital markets and portfolio management capabilities to optimize distribution to investors. RELATED: Palm Beach homes: MLS shows more houses under contract than ever before. Replay Acquisition Corp. c/o EMS Capital LP . The Tac Opps team invests globally across asset classes, industries and geographies, seeking to identify and execute on attractive, differentiated investment opportunities. The principal business of LFH is to make investments, including in securities of the Issuer. 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) Watch . Our People - Blackstone The guiding principle of Customers First, Last and Always has helped drive Finance of Americas success. Simpson Thacher & Bartlett LLP is acting as legal advisor to Finance of America. Blackstone is a full-service, private-equity funded investment bank based out of New York. 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. The transaction is expected to close in the first half of 2021. other tax benefits related to entering into the Tax Receivable Agreements, including tax benefits attributable to making payments under the Tax Receivable Agreements. 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. The Board of Directors of Replay Acquisition and the Board of Finance of Americas parent company have unanimously approved the transaction. LLC; BTO Urban Holdings L.L.C. 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. Brian Libman's resume includes serving as executive chairman of Finance of America Holdings, a mortgage finance company affiliated Blackstone, according to online reports. Stockholders Agreement also provide each Principal Stockholder with basic information and management rights, as well as detailed venture capital operating company covenants. Brian Blackstone wrote about the European Central Bank from The Wall Street Journal's Frankfurt office. Unitholders and Blocker Shareholders will deliver to the Issuer FoA Units and shares of ClassA Common Stock, respectively, in settlement of the awards in accordance with the terms set forth in the LTIP Award Settlement Agreement. In addition, prior to the closing of the Business 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 (c) Except as set forth in Item 3 of this Schedule 13D, none of the Reporting Persons Pursuant to the terms of the Amended and Restated Long-Term Incentive Plan (the LTIP), FoA granted to each employee who held phantom units Blackstone's chief executive officer is billionaire and Palm Beach resident Stephen A. Schwarzman. (11)Excludes Certain Shares (See Instructions), Percent of ClassRepresented by 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 Brian Carroll in Ocean Shores, Washington | Phone Number, Email Letter Agreement, dated April 5, 2021, by and among Continuing Unitholder Representative and Replay Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the ClassA Common Stock reported In his current role as Chairman, Brian Libman oversees Finance of America Companies' business strategy. 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 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. (f) See Item 2(a)-(b) above for citizenship or place of organization, as applicable, of each of the Reporting Agent Elizabeth DeWoody of Compass Florida handled the buyers end of the sale. 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 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 ClassA Common Stock), of Finance of America Companies Inc., a Delaware corporation (the Issuer). A man with the same name is a private equity specialist at The Blackstone Group. 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. purchased 7,611 and 21,660 shares, respectively, at a weighted average price of $5.07 per share (these shares were purchased in multiple transactions ranging from $5.025 to $5.10, inclusive). Your California Privacy Rights/Privacy Policy. . Greenberg Traurig, LLP is acting as legal advisor to Replay Acquisition. FoA entered into a Stockholders Agreement (the Stockholders Agreement). Brian Kaufman - Blackstone in light of the Issuers business, financial condition and operating results, general market and industry conditions or other factors. Brian Lewis Libman, 57 - New Canaan, CT - MyLife Under the Securities Exchange Act of 1934, ClassA 11/21/2022 3:24 AM. The Company operates in four large and growing markets including Mortgage, Reverse Mortgage, Commercial Real Estate, and Fixed Income Investing, with each supported by powerful structural tailwinds such as low interest rates, underserved markets, fragmented competition, constructive demographic trends, and favorable supply and demand imbalances, which lower volatility and create stable, growing earnings. LIBMAN BRIAN L SC 13D/A Filing Concerning FOA on 2022-12-06 The Earnout Right RSUs will have 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. Commenting on the search for a successor, FOA board chair Brian Libman said: "We are committed to moving swiftly, but deliberately - and we are looking far and wide for the best leader to take . By virtue of the Stockholders Agreement (as defined below), the Reporting Persons and affiliates Engage via Email. Credit & Insurance. 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 Brian Carroll may also have lived outside of Ocean Shores, such as Puyallup, Montesano and 2 other cities in Washington. has effected any transaction in ClassA Common Stock in the past 60 days. 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 The transaction implies an equity valuation at closing for the combined company of $1.9 billion. In connection with the Business Combination, concurrently with the Closing, the Issuer, FoA and the Continuing Unitholders entered into an Exchange Agreement Resides in Ocean Shores, WA. from Columbia Law School and a B.S. Brian Lee Anderson (age 63) from Ocean Shores, Wa and has no known political party affiliation. Norma C. Corio joined the Companys board of directors upon the closing of the Business Combination. Blackstone Talked With Ken Griffin's Citadel About Buying Stake Meet the Blackstone BXLS Life-Sciences Investing Team: Interviews 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. Important Information About the Proposed Business Combination and Where to Find It. trading day period. 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 . 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 Alexander Libman's Phone Number and Email Last Update. The deal is expected to close in the first half of 2021. The principal business of Pursuant to the LTIP Award Settlement Agreement (the LTIP Award Settlement Agreement), Contact. 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 below) pursuant to Section12.18 of the Transaction Agreement (the Continuing Unitholder Representative), Replay agreed to combine with FoA in a series of transactions (collectively, the Business Please complete the form below and click on SIGN UP to receive daily e-newsletters from. 2. Units and 227,712 Earnout Rights. vote generally. The Registration Rights Agreement also provides that the Issuer will pay certain expenses relating to such registrations and 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 . To listen to the prepared remarks, please visit here or dial 1-844-385-9713. We moved 1 foot off the island," Lickle quipped. brian libman blackstone. Finance of America is set to merge with the special-purpose acquisition company, or [] 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 Lived In Aberdeen WA, Lacey WA, Seattle WA, Huntsville AL . 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. and certain permitted transferees thereof, may on a quarterly basis (subject to the terms of the Exchange Agreement) exchange. average price of the ClassA Common Stock exceeds certain thresholds. 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), /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 Tactical Opportunities (Tac Opps) is Blackstones opportunistic investment platform. 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 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. Note: Schedules filed in paper format shall Our $564. Our platform is product agnostic, with the ability to shift our focus and resources as the opportunity set changes. 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. The shares of ClassB Common Stock have no economic rights, but entitle each holder, BL Investors Tax Receivable Agreement (incorporated by reference to Exhibit 10.7 to the Issuers Current Continuing Unitholders and the Blocker Shareholders, the Continuing Unitholders and the Blocker Shareholders (filed herewith).
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