Before joining Blackstone in 2019, Mr. Kaufman was the Managing Partner of The Kaufman Companies, a privately held hospitality asset management, development and investment group in the U.S. and Europe. In addition, the Registration Rights Agreement entitles the Principal Norma C. Corio joined the Companys board of directors upon the closing of the Business Combination. 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 of a Group (See Instructions), Check if Disclosure of Legal Mr. Lord also served as Senior Vice President of Cognitive Applications, Blockchain, and Ecosystems at IBM from February 2019 to January 2022. Latest Imf News. Prior to joining OEP in 2018, Ms. Corio served as the CFO of American Express Global Business Travel from June 2014 to June 2017. In addition, in connection with the Business Combination, the Issuer issued to each of the Continuing Unitholders, including LFH and Independent. Board of Directors :: Finance of America Companies Inc. (FOA) The principal business of LFH is to make investments, including in securities of the Issuer. He also served as the Chief Digital Officer for IBM from April 2016 to February 2019. If the Issuer exercises its right to terminate the Tax Receivable Agreements or in the case of a change in control of the Issuer or a material breach of the 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. I upgraded everything the kitchen, twice, he said. 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. Mr. Pratcher serves as a member of the board of trustees of FS Multi-Alternative Income Fund. LTIP Award Settlement Agreement, dated as of October12, 2020, by and among the Issuer, FoA, the 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 Finance of America Mortgage closes $1.9 billion SPAC merger 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. Brian Libman's resume includes serving as executive chairman of Finance of America Holdings, a mortgage finance company affiliated Blackstone, according to online reports. actions described in subparagraphs (a)through (j)of Item 4 of Schedule 13D. Dr. Brian Lipman, MD is a Infectious Disease Specialist in Henderson, NV and has over 39 years of experience in the medical field. Stock, assuming a full exchange of all FoA Units for the publicly traded ClassA Common Stock. 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. 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. Resides in Ocean Shores, WA. Units and 227,712 Earnout Rights. He leads investments in technology, media, telecommunications and financial institutions, while also serving on the investment committee of the companys Tactical Opportunities funds. Instructions). and Libman Family Holdings LLC, solely in their joint capacity as the representative of the Continuing Unitholders (defined He is the architect of the Company's unique business model . 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. Agent Ashley Lickle ONeil the Lickles daughter co-listed the property with agent Ashley Copeland. Please complete the form below and click on SIGN UP to receive daily e-newsletters from. Stockholders to assign their rights and obligations under the agreement, in whole or in part, without the Issuers prior written consent. Stockholders Agreement (incorporated by reference to Exhibit 10.2 to the Issuers Current Report on Form 8-K filed on April7, 2021). 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 interests in partnership capital or profits. Important Information About the Proposed Business Combination and Where to Find It. Mr. Pratcher holds a J.D. Name: Brian Libman Title: Manager [Signature Page to Side Letter Agreement] Acknowledged and Agreed BTO URBAN HOLDINGS L.L.C. Pursuant to earnout provisions in the Transaction Agreement, the holders of Earnout Rights are entitled to receive shares of ClassA Common Stock or FoA 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 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. Finance of America is an end-to-end consumer lending and services platform which seamlessly connects borrowers with investors. company, UFG Management Holdings LLC, a Delaware limited liability company, and Joe Cayre; and BTO Urban Holdings L.L.C. Blackstone Talked With Ken Griffin's Citadel About Buying Stake Mr. Pratcher currently serves as a Senior Advisor at 7 Acquisition Corporation and Managing Director at the RockCreek 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. 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 . keep free and clear of any pledge or other encumbrance a number of FoA Units or shares of ClassA Common Stock, respectively to satisfy their settlement obligations under the LTIP Award Settlement Agreement. "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.". For example, if a holder of ClassB Common Stock holds 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. Urban Holdings L.L.C., Blackstone Family Tactical Opportunities Investment Partnership NQ ESC L.P., LFH, TMO, L and TF, LLC, UFG Management Holdings LLC and Joe Cayre, are collectively referred to herein as the Continuing herein as beneficially owned by the Reporting Persons. Before joining the RockCreek Group in 2020, Mr. Pratcher served as the Head of Investments at TFO USA from 2017 to 2019. Finance of America seamlessly connects borrowers with investors. Estimated cash proceeds will consist of the PIPE in addition to Replay Acquisitions $288 million of cash in trust, subject to redemptions. Brian Lewis Libman, 57 - New Canaan, CT - MyLife may receive additional securities of the Issuer in connection with the Issuers compensation program. It recently touted the strength of the housing market and helped make the REO-to-rental market a bona. Blackstone-backed Finance of America to merge with Replay Acquisition The shares of ClassB Common Stock have no economic rights, but entitle each holder, Agent Elizabeth DeWoody of Compass Florida handled the buyers end of the sale. Ocean Shores, Washington. Blackstone-backed Finance of America to go public through SPAC deal Compensation. Exhibit 2.2 . Source and Amount of Funds or Other Consideration, Pursuant to the Transaction Agreement dated as of October12, 2020, between Replay Acquisition Corp. (Replay), Finance of America 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. Our $564. 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 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. Pursuant to the Stockholders Agreement, each of certain funds affiliated with Blackstone (the Furthermore, the Stockholders Agreement also requires the Issuer to cooperate with the Principal The nomination rights of each Principal Stockholder are substantially The house landed under contract June 9, and the sale closed July 2, the MLS shows. Brian L. Libman. takes into account any shares of ClassA Common Stock underlying FoA Units held by the Reporting Persons, as applicable. 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. 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. He is a male registered to vote in Grays Harbor County, Washington. The principal business of Press Room - Finance of America Companies $280B. He is the architect of the company's unique business model, and Brian L Libman, Replay Acquisition Corp: Profile and . 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. Replay Acquisition Corp. c/o EMS Capital LP . Sometimes Brian goes by various nicknames including Brian L Ibman, Brian Lewis Libman and Brian L Libman. My friends, playing golf, would wave at me.. (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 Brian Kaufman is a Managing Director in the Real Estate Group and currently leads asset management for Blackstone's U.S. hospitality portfolio. Ms. Corio previously worked for JPMorgan Chase from October 1982 to March 2013 where she held various positions, including Treasurer and, separately, Head of Restructuring within the Investment Banking division, where she led corporate financings from June 1995 to August 2008. Most of these factors are outside Replay Acquisitions and Finance of Americas control and are difficult to predict. 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 Words such as expect, estimate, project, budget, forecast, anticipate, intend, plan, may, will, could, should, believes, predicts, potential, continue, and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. We do this by using extraordinary people and flexible capital to help companies solve problems. 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. in Electrical Engineering from the California Institute of Technology in 1983, and graduated magna cum laude with a B.S. Share. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Refine Your Search Results. Brian Lee Anderson's Washington Voter Registration. 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. The guiding principle of Customers First, Last and Always has helped drive Finance of Americas success. 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. average price of the ClassA Common Stock exceeds certain thresholds. We provide the first and only end-to-end vertically integrated platform in the lending business. individuals nominated as the Companys directors in accordance with the terms of the Stockholders Agreement. Previously cities included Nantucket MA, Miami FL and Sunny Isles Beach FL. Item6. The Issuer may impose restrictions on exchange that it determines to be necessary or advisable so that the Issuer is 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. Read More . the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference. RSUs if the Issuer achieves specified volume-weighted average price per share targets of $12.50 per share and $15.00 per share during the six year period following the transaction, subject to continued employment. A telephone replay will be available at 1-844-385-9713, replay pin number: 52917. (such holders, the Blocker Shareholders), and (iii)certain 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. Furthermore, pursuant to the Stockholders Agreement and subject to certain exceptions as set forth therein, for a period of 180 days following the Closing (11)Excludes Certain Shares (See Instructions), Percent of ClassRepresented by LIBMAN BRIAN L SC 13D Filing Concerning FOA on 2021-08-16 - WhaleWisdom.com Blackstone's 'New' Mortgage Company Can't Take Apps Over the Web Until Unitholders., As a result of the Business Combination and the transactions contemplated by the Transaction Agreement, (i)LFH received 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. 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. 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. 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. In his capacity as Chairman of the Board of Brian Lee Anderson from Ocean Shores, Washington | VoterRecords.com trading day period. Cash proceeds for the new company will include the PIPE capital and $288 million of cash in trust from Replay Acquisition. Blackstone is a full-service, private-equity funded investment bank based out of New York. 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 Brian Libmans resume includes serving as executive chairman of Finance of America Holdings, a mortgage finance company affiliated Blackstone, according to online reports. 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 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 The number of directors that each of Brian L. Libman. Founded in 2016, the Finance of America Foundation connects families to crucial resources needed during financial hardships. "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. Until the 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 Letter Agreement, dated April 5, 2021, by and among Continuing Unitholder Representative and Replay Brian Lin is a Managing Director in the Real Estate group. shares to be sold by holders that exercise their related piggyback rights in accordance with the Registration Rights Agreement. Pursuant to the terms of the Amended and Restated Long-Term Incentive Plan (the LTIP), FoA granted to each employee who held phantom units 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. 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, other tax benefits related to entering into the Tax Receivable Agreements, including tax benefits attributable to making payments under the Tax Receivable Agreements. Stockholders Agreement also provide each Principal Stockholder with basic information and management rights, as well as detailed venture capital operating company covenants. Finance of America Companies Inc The The Tac Opps team invests globally across asset classes, industries and geographies, seeking to identify and execute on attractive, differentiated investment opportunities. Shareholders will also be able to obtain copies of such documents, without charge, once available, at the SECs website at www.sec.gov, or by directing a request to: Replay Acquisition Corp., 767 Fifth Avenue, 46th Floor, New York, New York 10153, or info@replayacquisition.com. In addition, prior to the closing of the Business In his current role as Chairman, Brian Libman oversees Finance of America Companies' business strategy. The information provided or incorporated by reference in Item 3 is hereby incorporated by reference herein. April 1, 2021 . 06880. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is Blackstone Brian Matesic co-led Blackstone's $337 million product investment in Medtronic to fund the development of. Engage via Email. from Columbia Law School and a B.S. "Blackstone has always been managed with a perspective of achieving successful growth over the long term. 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. include a signed original and five copies of the schedule, including all exhibits. Blackstone Announces Appointment of Brian X. Tierney as Global Head of in Electrical Engineering from Tufts University in 1982. Combination) that resulted in the Issuer becoming a publicly-traded company on the New York Stock Exchange (the NYSE) and controlling FoA in an UP-C structure. Brian Lee Anderson (age 63) from Ocean Shores, Wa and has no known political party affiliation. 73,033,375 limited liability company units of FoA (FoA Units), 1,380,247 shares of ClassA Common Stock and 8,564,208 Earnout Securities of the Issuer (Earnout Rights) and (ii)TMO received 1,941,876 Brian Blackstone wrote about the European Central Bank from The Wall Street Journal's Frankfurt office. 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). Lived In Aberdeen WA, Lacey WA, Seattle WA, Huntsville AL . Brian Lewis Libman - Biography - MarketScreener.com RELATED: Views keep things lively at Lickles home on Everglades Island. Mr. Lord has served as an IBM Senior Vice President of the Weather Company and IBM Alliances since January 2022. Item3. Brian Flowers may also have lived outside of Ocean Shores, such as Aberdeen, Lacey and Seattle. persons. Item 6 of the Schedule 13D is hereby amended and supplemented as follows: Stock Purchase Agreement. 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 Ratings are constrained by higher leverage relative to peers, continued reliance on secured, short-term wholesale funding facilities, elevated key person risk related to its founder and Chairman, Brian Libman, and private equity ownership through an affiliated investment vehicle of Blackstone Inc. (Blackstone; A+/Stable), which could impact the Through his deep knowledge of the lending space, he invented and was awarded patent: US20070136186A1 for his Automated Loan Evaluation System, which is a system and method for providing a loan pricing model for various lending scenarios. in such offering. Foundation - Finance of America Companies Blackstone and its affiliates are filing a separate Schedule 13D to report Watch . Robert W. Lordjoined the Companys board of directors upon the closing of the Business Combination. Continuing Unitholders and the Blocker Shareholders, the Continuing Unitholders and the Blocker Shareholders (filed herewith). Over half of the sponsors founder shares of Replay Acquisition will be deferred and subject to share price hurdles. 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. The Grant Date RSUs will be settled on or promptly following the 181st date following the Closing Date. Simpson Thacher & Bartlett LLP is acting as legal advisor to Finance of America. The Firm - Blackstone Blackstone Tactical Opportunities, a subsidiary of Blackstone Group, will own 70% of the combined company, which is valued at $1.9 billion. Form 8-K filed on April7, 2021). 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. 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.. Report on Form 8-K filed on April7, 2021). for shares of ClassA Common Stock provided that the number of FoA Units surrendered in such exchanges during any30-calendarday period represent, in the aggregate, greater than 2% of total