vote generally. 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. in Economics from LeMoyne College. Transaction Agreement (incorporated by reference to Exhibit 10.3 to the Issuers Current Report on Form 8-K filed on April7, 2021). Attn: Legal and Compliance Lived In Aberdeen WA, Lacey WA, Seattle WA, Huntsville AL . 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 efforts to file a registration statement relating to such demand. lowest whole number of directors that is greater than 30% of the members of the Board; if the Blackstone Investors or the BL Investors, as the case may be, hold between 20% and 30% of such outstanding shares, such applicable investors will be The Earnout Right RSUs will have 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. violation with respect to such laws. We provide the first and only end-to-end vertically integrated platform in the lending business. representing 82.2% of the outstanding ClassA Common Stock. Item6. will continue to evaluate the possibility of acquiring additional shares of ClassA Common Stock. Tax Receivable Agreements. 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. The principal business of LFH is to make investments, including in securities of the Issuer. Libman as the sole manager. We do this by using extraordinary people and flexible capital to help companies solve problems. 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 anon-shelfregistered offering. The following shares of the Issuers ClassA Common Stock were purchased following the Business Combination: (i)on August16, 2021, Agent Ashley Lickle ONeil the Lickles daughter co-listed the property with agent Ashley Copeland. Brian Matesic is a principal in Blackstone's life-sciences group. interests in partnership capital or profits. Blackstone Tax Receivable Agreement, the Tax Receivable Agreements). Common Stock, par value $0.0001 per share, Attn: 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 Select the best result to find their address, phone number, relatives, and public records. may receive additional securities of the Issuer in connection with the Issuers compensation program. Brian Edward Carroll, 56. Before joining Blackstone, Mr. Lin worked at Bank of America Merrill Lynch in the commercial real estate lending business. Our daily newsletter is FREE and keeps you up to date with the world of mortgage. 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.". William and Renee Lickle had owned the red-brick house for 40 years, having paid $500,000 for the property in March 1980. 57 %. The house was last listed at $10.9 million, down from the $11.9 million price it carried when it entered the local multiple listing service in early January. To listen to the prepared remarks, please visit here or dial 1-844-385-9713. All subsequent written and oral forward-looking statements concerning Replay Acquisition, Finance of America or New Pubco, the transactions described herein or other matters and attributable to Replay Acquisition, Finance of America, New Pubco or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. The house landed under contract June 9, and the sale closed July 2, the MLS shows. 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 Any ClassA Common Stock received by the Blackstone Investors or the BL Investors in any such exchange during the applicable restricted periods would be subject to Check the Appropriate Box if a Member Email. 11/21/2022 3:24 AM. purchased with available cash on hand. Brian Blackstone wrote about the European Central Bank from The Wall Street Journal's Frankfurt office. Brian L Libman is Chairman at Replay Acquisition Corp. See Brian L Libman's compensation, career history, education, & memberships. 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) Persons. securities purchased pursuant to PIPE Agreements executed concurrently with the execution of the Transaction Agreement or on the open market. (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 Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of Replay Acquisitions shareholders in connection with the proposed business combination will be set forth in the proxy statement/prospectus for the proposed business combination when available. 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 Securities Act). Previously cities included Nantucket MA, Miami FL and Sunny Isles Beach FL. The Tac Opps team invests globally across asset classes, industries and geographies, seeking to identify and execute on attractive, differentiated investment opportunities. Private Wealth Management at The Blackstone Group . From August 2013 until February 2016, Mr. Lord served as both President of AOL and CEO of AOL Platforms at Verizon Communications Inc. Mr. Lord also held a number of leadership roles at Razorfish, Inc. from November 2002 to July 2013, serving most recently as Global CEO. 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. Simpson Thacher & Bartlett LLP is acting as legal advisor to Finance of America. Watch . the sole manager. for the market value of ClassA Common Stock at the time of the termination or the change of control and an assumption the Issuer would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the 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. in Industrial Engineering and Operations Research from Syracuse University and an M.B.A. from Harvard University. He is in the debt capital markets group focusing on the financing of real estate investments in the Americas. 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. Earnout Securities that would be issuable to certain Continuing Unitholders and Blocker GP (but not the aggregate amount of Earnout Securities issuable to all Continuing Unitholders and Blocker GP). 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. 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. Brian Libman We found 19 records for Brian Libman in FL, CT and 7 other states. In his capacity as Chairman of the Board of Ms. Corio currently serves as a Senior Managing Director at OEP. Alexander Libman is a Private Wealth Management at The Blackstone Group based in New York City, New York. 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. Replay Acquisition will file an investor presentation relating to the proposed transaction with the U.S. Securities and Exchange Commission (the SEC) as an exhibit to a Current Report on Form 8-K prior to the call, which will be available on the SECs website at www.sec.gov. 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. Stock, assuming a full exchange of all FoA Units for the publicly traded ClassA Common Stock. In addition, the Stockholders Agreement permits the Issuers Principal Personal details about Brian include: political affiliation is unknown; ethnicity is Middle Eastern . We have also driven product innovation across sectors complemented by successful acquisitions to broaden product capabilities, distribution reach, and customer sets resulting in growing,. 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. Mr. Pratcher previously served as a member of the board of directors of Organix Recycling, Inc. from 2018 to 2020 and on the boards of directors of Citizens Parking and GripInvest from 2017 to 2019. 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, In connection with the Business Combination, concurrently with the Closing, the Issuer entered into a Tax Receivable Agreement with certain Furthermore, the Stockholders Agreement also requires the Issuer to cooperate with the Principal 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. Within 45 days (in the case of a shelf registration on FormS-1)or 30 days (in the case of a shelf registration on Lived In Montesano WA, Spanaway WA, Renton WA, Puyallup . Item5. CONFIDENTIAL . Replay Acquisition Corp. c/o EMS Capital LP . The companies expect $250 million in funding from institutional investors through private investment in public equity (PIPE) of $10 per share. 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 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 . The shares of ClassB Common Stock have no economic rights, but entitle each holder, He also served as the Chief Digital Officer for IBM from April 2016 to February 2019. Finance of America is a unique, highly differentiated platform offering a broad suite of products across a multi-channel distribution network. Through this platform we offer products and services that meet customers financial needs throughout each phase of their lives. 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.. (the Exchange Agreement). New York, NY 10153 . "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.". Blackstone has discussed buying a stake in Ken Griffin's Citadel, whose hedge fund could be worth between $5 billion and $7 billion. 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. Furthermore, the Companys capital markets and portfolio management capabilities inform product innovation, optimize execution, and allow for selective retention of assets while delivering superior risk-adjusted returns to investors. 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. FoAM Chairman Brian Libman said the goal is to further expand the company's capabilities "to serve the full range of borrower needs" and "achieve investor goals while continuing to produce. 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. 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 June, Blacksttone figured into another sale across town. 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. misdemeanors). FoA entered into a Stockholders Agreement (the Stockholders Agreement). In addition to the Replacement RSUs, participants in the Amended and Restated Long-Term Incentive Plan will be entitled to receive additional Earnout Right Stockholders Agreement (incorporated by reference to Exhibit 10.2 to the Issuers Current Report on Form 8-K filed on April7, 2021). and Libman Family Holdings LLC, solely in their joint capacity as the representative of the Continuing Unitholders (defined average price of the ClassA Common Stock exceeds certain thresholds. 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. The deal is expected to close in the first half of 2021. Mr.Libman intends to be involved in approvals or recommendations with respect to the issuance of additional securities of the Issuer to other employees of the Issuer or its subsidiaries. ownership of such shares of ClassA Common Stock. The consumer-lending platform said a merger with publicly-listed SPAC Replay Acquisition is in place. The aggregate Brian Libman, executive chairman, Finance of America Holdings, said that the deal is a "natural progression" for the company. Ms. Corio received her MBA in Banking & Finance from Pace University and her B.A. 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. We give you the access and tools to invest like a Wall Street money manager at a Main Street price. Nominating and Corporate Governance. 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. 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). Mr. Pratcher serves as a member of the board of trustees of FS Multi-Alternative Income Fund. 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 . . Brian Lee Anderson's Washington Voter Registration. We believe that being there for families when they need help the most is important and helps ensure they have the strength and resilience to recover from difficult times. 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. Form 8-K filed on April7, 2021). I upgraded everything the kitchen, twice, he said. complete and correct. Mr. Safras partners on the transaction include Lance West, former Senior Managing Director of Centerbridge Partners and former Chairman & CEO of Centerbridge Partners Europe. Mr. West earned his M.S. (c) Pursuant to the limited liability company agreements of LFH and TMO, each of LFH and TMO is managed by a board of managers consisting of Brian For example, if a holder of ClassB Common Stock holds financial institutions as collateral or security for loans, advances or extensions of credit. individuals nominated as the Companys directors in accordance with the terms of the Stockholders Agreement. Moreover, upon the Our management has consistently sought to focus on the best outcomes for our business and investments over a period of years rather than . 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. 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. This Schedule 13D (this Schedule 13D) relates to the ClassA common stock, par value $0.0001 per share (the www.financeofamerica.com, Founded by Edmond Safra, Gregorio Werthein and Gerardo Werthein, Replay Acquisition Corp. is a NYSE-listed blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses on industries that we believe have favorable prospects and a high likelihood of generating strong risk-adjusted returns for our shareholders. Compensation. Flagship hedge-fund operation could be worth up to $7 billion. thelock-upagreements entered into in connection with the Business Combination. 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 Units and 227,712 Earnout Rights. 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, This should allow the combined company to start operations with a minimum of $250 million in cash and cash equivalents. Pursuant to the Transaction Best Match Powered by Whitepages Premium AGE 50s Brian Mitchell Libman Delray Beach, FL (Kings Point) Aliases Brian M Lebman View Full Report Addresses Brian Flowers may also have lived outside of Ocean Shores, such as Aberdeen, Lacey and Seattle. ; 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 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 of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any Stockholders in connection with certain future pledges, hypothecations, grants of security interest in or transfers (including to third party investors) of any or all of the FoA Units held by the Principal Stockholders, including to banks or Credit & Insurance. LTIP Award Settlement Agreement, dated as of October12, 2020, by and among the Issuer, FoA, the Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the Within 90 days after receipt of a demand for such registration, the Issuer will be required to use its reasonable best This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Robert W. Lordjoined the Companys board of directors upon the closing of the Business Combination. 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. 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 Lance N. West joined the Companys board of directors upon the closing of the Business Combination. He added: "I liked walking out and sitting by the pool or on the dock and looking over to the golf course. Blackstone is a full-service, private-equity funded investment bank based out of New York. Tactical Opportunities (Tac Opps) is Blackstones opportunistic investment platform. 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 See Rule 13d-7 for other parties to whom copies are to be sent. All rights reserved. For Finance of America Investor Relations: [email protected], For Finance of America Media: [email protected], For Replay Acquisition Corp.: [email protected]. company, UFG Management Holdings LLC, a Delaware limited liability company, and Joe Cayre; and BTO Urban Holdings L.L.C. average price of $5.22 per share (these shares were purchased in multiple transactions ranging from $5.16 to $5.25, inclusive); and (iv)on August19, 2021, Mr.Libman and an entity for which Mr.Libman serves as a trustee 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), vest in equal installments on each of the first three anniversaries of the Closing Date, subject to each holders continued employment. 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. 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. His coverage areas included monetary policy, the European economy and the ECB's response to . 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 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. Mr. West has served as a board member or chair of public and private companies globally including BankUnited (NYSE: BKU), Aktua Soluciones Financieras, Intrepid Aviation Holdings LLC, Green Tree Holdings, Resort Finance America LLC, Triad Financial SM LLC, Williams & Glyns Bank Limited (pre-IPO Transition Board), APCOA Parking Holdings GmbH, & Duo Bank (Walmart Bank) Canada.