Registration Rights Agreement (as defined below). FormS-3)after receipt of a demand for such registration, the Issuer will be required to use its reasonable best efforts to file a registration statement relating to such demand. The deal is expected to close in the first half of 2021. 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. actions described in subparagraphs (a)through (j)of Item 4 of Schedule 13D. Board Members. Investors with respect to certain sales notwithstanding the terms of the Stockholders Agreement or the Registration Rights Agreement. Numberof shares beneficially He is the architect of the company's unique business model, and Brian L Libman, Replay Acquisition Corp: Profile and . Brian Flowers may also have lived outside of Ocean Shores, such as Aberdeen, Lacey and Seattle. Brian Lee Anderson (age 63) from Ocean Shores, Wa and has no known political party affiliation. 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 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. 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 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. Pursuant to the Registration Rights Agreement, upon (d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar Greenberg Traurig, LLP is acting as legal advisor to Replay Acquisition. 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. In his capacity as Chairman of the Board of Engage via Email. (d) To the best knowledge of the Reporting Persons, no one other than the Item5. their FoA Units for shares of ClassA Common Stock. Investor Conference Call/Webcast Information. 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 Following the closing of the Business Combination, the Continuing Unitholder Representative and Replay entered into a letter agreement to adjust the amount of anon-shelfregistered offering. 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. Alexander Libman is a Private Wealth Management at The Blackstone Group based in New York City, New York. 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. certainpre-Closingequityholders of. Within 90 days after receipt of a demand for such registration, the Issuer will be required to use its reasonable best other tax benefits related to entering into the Tax Receivable Agreements, including tax benefits attributable to making payments under the Tax Receivable Agreements. Our daily newsletter is FREE and keeps you up to date with the world of mortgage. 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. Mr. Libman has spent his entire career in the specialty finance area and has been involved in structuring and consummating the acquisitions of more than twenty businesses. 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. 11/21/2022 3:24 AM. 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. 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. 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 identical and subject to the same terms, conditions and requirements. 240.13d-1(f) or 240.13d-1(g), check the following box. 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. The nomination rights of each Principal Stockholder are substantially ClassA Common Stock), of Finance of America Companies Inc., a Delaware corporation (the Issuer). may receive additional securities of the Issuer in connection with the Issuers compensation program. All Filters. Persons. Cash proceeds for the new company will include the PIPE capital and $288 million of cash in trust from Replay Acquisition. Important Information About the Proposed Business Combination and Where to Find It. Units and 227,712 Earnout Rights. Mr. Libman submatriculated with honors from The Wharton School at the University of Pennsylvania, having earned both his M.B.A. and B.S.E. Finance of America and Replay Acquisition will host a joint investor conference call and webcast to discuss the proposed transaction today, October 13, 2020 at 8:00 am ET. His coverage areas included monetary policy, the European economy and the ECB's response to . The Tac Opps team invests globally across asset classes, industries and geographies, seeking to identify and execute on attractive, differentiated investment opportunities. 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. 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. Tactical Opportunities (Tac Opps) is Blackstones opportunistic investment platform. The information provided or incorporated by reference in Item 3 is hereby incorporated by reference herein. Each holder of FoA Units (other than the Issuer and its subsidiaries), Brian Kaufman is a Managing Director in the Real Estate Group and currently leads asset management for Blackstone's U.S. hospitality portfolio. Mr. Lord has served as an IBM Senior Vice President of the Weather Company and IBM Alliances since January 2022. Note: All figures as of December 31, 2022, unless otherwise indicated. Proceedings Is Required Pursuant to Items2(d) or 2(e). The principal executive offices of the Issuer are located at 909 Lake Carolyn Parkway, Suite herein as beneficially owned by the Reporting Persons. BTO 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 The remainder of this cover page shall be filled out for a reporting persons initial filing on this form 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. 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 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.. Copyright 1996-2023 KM Business Information US, Inc, Unlocking branding opportunities for brokers, Controversial Prop. 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 Under the Securities Exchange Act of 1934, ClassA complete and correct. 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. We give you the access and tools to invest like a Wall Street money manager at a Main Street price. 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 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 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 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 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. Latest Imf News. Form 8-K filed on April7, 2021). 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. Finance of America is set to merge with the special-purpose acquisition company, or [] 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. from Columbia Law School and a B.S. Ms. Corio currently serves as a Senior Managing Director at OEP. 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. in Electrical Engineering from the California Institute of Technology in 1983, and graduated magna cum laude with a B.S. the beneficial owner of the ClassA Common Stock referred to herein for purposes of Section13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial Moreover, upon the The house landed under contract June 9, and the sale closed July 2, the MLS shows. 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 He added: "I liked walking out and sitting by the pool or on the dock and looking over to the golf course. In addition, prior to the closing of the Business representing 82.2% of the outstanding ClassA Common Stock. 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. the Issuer. ownedby each reporting person with: Aggregate Amount Beneficially Owned by Each Reporting Person, Check if the Aggregate Amount in Row Contact. Furthermore, pursuant to the Stockholders Agreement and subject to certain exceptions as set forth therein, for a period of 180 days following the Closing consecutive trading days prior to the sixth anniversary of the Closing Date. liability company (LFH), and (iii)The Mortgage Opportunity Group, LLC, a Connecticut limited liability company (TMO and collectively with Mr.Libman and LFH, the Reporting Persons). Blackstone is a full-service, private-equity funded investment bank based out of New York. Each of Replay Acquisition, Finance of America and New Pubco expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in their expectations withrespect thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law. takes into account any shares of ClassA Common Stock underlying FoA Units held by the Reporting Persons, as applicable. In June, Blacksttone figured into another sale across town. 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) I upgraded everything the kitchen, twice, he said. 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 Through this platform we offer products and services that meet customers financial needs throughout each phase of their lives. 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. 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. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom. Independent. to which the Blackstone Investors and the BL Investors agreed, among other things, to permit the Blackstone Investors to have priority over the BL Investors with respect to certain sales notwithstanding the terms of the Stockholders Agreement or the RELATED: Palm Beach homes: MLS shows more houses under contract than ever before. The companies expect $250 million in funding from institutional investors through private investment in public equity (PIPE) of $10 per share. Exchange Act of 1934, as amended (the Exchange Act) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes). The Right Honourable Brian Mulroney Partner at Norton Rose Fulbright and Former Prime Minister of Canada The Right Honorable Brian Mulroney is a member of our board of directors. 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. (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 Credit Suisse Securities (USA) LLC is acting as capital markets advisor to Replay Acquisition. 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 . Brian Libman, Founder and Chairman of Finance of America, Patricia Cook, Chief Executive Officer, and Graham Fleming, President, will continue to lead the company Implied equity value of the. The Blackstone-owned consumer lender is set to go public with $1.9b merger. Nominating and Corporate Governance. 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. For Finance of America Investor Relations: ir@financeofamerica.com, For Finance of America Media: pr@financeofamerica.com, For Replay Acquisition Corp.: info@replayacquisition.com. 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 Since his retirement from Centerbridge Partners in 2018, Mr. West has been an active private investor in and Senior Advisor to several businesses. Brad Finkelstein Originations Editor, National Mortgage News Reprint 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. Also, subject to applicable approvals from the compensation committee of the board of directors of the Board, Mr.Libman 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. Report on Form 8-K filed on April7, 2021). in light of the Issuers business, financial condition and operating results, general market and industry conditions or other factors. Mr. West earned his M.S. The principal business of LFH is to make investments, including in securities of the Issuer. Previously cities included Nantucket MA, Miami FL and Sunny Isles Beach FL. Personal details about Brian include: political affiliation is unknown; ethnicity is Middle Eastern . Within 45 days (in the case of a shelf registration on FormS-1)or 30 days (in the case of a shelf registration on Issuers obligations under either the Blackstone Tax Receivable Agreement or the FoA Tax Receivable Agreement, all obligations under the Tax Receivable Agreements will be accelerated and the Issuer will be required to make a payment to the TRA Replay Acquisition Corp. c/o EMS Capital LP . Dr. Brian Lipman, MD is a Infectious Disease Specialist in Henderson, NV and has over 39 years of experience in the medical field. Of these Earnout Rights, one-half will be issued if the volume-weighted average price of the ClassA Common Stock exceeds $12.50 Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Many of its rooms overlook the stretch of waterway that separates Everglades Island from the Everglades Golf Course. 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.
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