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. 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 information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section18 of the Securities (d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar The transaction implies an equity valuation at closing for the combined company of $1.9 billion. Prior to joining OEP in 2018, Ms. Corio served as the CFO of American Express Global Business Travel from June 2014 to June 2017. Mr. Pratcher holds a J.D. 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. Tactical Opportunities (Tac Opps) is Blackstones opportunistic investment platform. (the Exchange Agreement). a grant date fair value of $10.00 per share. 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. Brian Edward Carroll, 56. Alexander Libman's Phone Number and Email Last Update. www.replayacquisition.com, Blackstone is one of the worlds leading investment firms. 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 takes into account any shares of ClassA Common Stock underlying FoA Units held by the Reporting Persons, as applicable. ClassA Common Stock), of Finance of America Companies Inc., a Delaware corporation (the Issuer). interests in partnership capital or profits. Exhibit 2.2 . Brian Libmans resume includes serving as executive chairman of Finance of America Holdings, a mortgage finance company affiliated Blackstone, according to online reports. Date, each Principal Stockholder will not, and will cause any other holder of record of any of such Principal Stockholders Issuer securities not to, transfer any of such Principal Stockholders Issuer securities, other than any such Attn: Legal and Compliance 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), The Tac Opps team invests globally across asset classes, industries and geographies, seeking to identify and execute on attractive, differentiated investment opportunities. brian libman blackstone. in such offering. Brian Lee Anderson from Ocean Shores, Washington | VoterRecords.com Watch . trading day period. Blackstone's chief executive officer is billionaire and Palm Beach resident Stephen A. Schwarzman. 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. Brian L Libman, Replay Acquisition Corp: Profile and Biography Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of Replay Acquisitions directors and executive officers in Replay Acquisitions Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC on March 25, 2020. 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 (11)Excludes Certain Shares (See Instructions), Percent of ClassRepresented by The principal business of Brian Lewis Libman - Biography - MarketScreener.com It recently touted the strength of the housing market and helped make the REO-to-rental market a bona. 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 combined company at closing is approximately $1.9 billion Top-tier institutional investors have committed to a $250 million PIPE at price per share of $10.00 Exchange Agreement (incorporated by reference to Exhibit 10.5 to the Issuers Current Report on Form 8-K filed on April7, 2021). Mr. Lord has served as an IBM Senior Vice President of the Weather Company and IBM Alliances since January 2022. 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 Tax Receivable Agreements generally provide for the payment by the Issuer to certain owners of FoA prior to the Business Combination (the TRA Parties) Share. Finance of America expands, brings B2R Finance, Jordan - HousingWire vest in equal installments on each of the first three anniversaries of the Closing Date, subject to each holders continued employment. Finance of America joins SPAC IPO bandwagon Directors of the Issuer, Mr.Libman intends to continue taking an active role in the Issuers management. Pursuant to the Stockholders Agreement, each of certain funds affiliated with Blackstone (the 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 Instructions). Please complete the form below and click on SIGN UP to receive daily e-newsletters from. He is in the debt capital markets group focusing on the financing of real estate investments in the Americas. New York, NY 10153 . 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. (d) To the best knowledge of the Reporting Persons, no one other than the 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. We provide the first and only end-to-end vertically integrated platform in the lending business. All Filters. 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. In June, Blacksttone figured into another sale across town. 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. of a Group (See Instructions), Check if Disclosure of Legal 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 (such holders, the Blocker Shareholders), and (iii)certain 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.. 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. Before joining Blackstone, Mr. Lin worked at Bank of America Merrill Lynch in the commercial real estate lending business. Important Information About the Proposed Business Combination and Where to Find It. the ClassA Common Stock that they may be deemed to beneficially own. 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. Moreover, upon the 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. Blackstone Tax Receivable Agreement, the Tax Receivable Agreements). thelock-upagreements entered into in connection with 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 and the Continuing Unitholders, FoA Units. 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 For example, if a holder of ClassB Common Stock holds 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. Investors with respect to certain sales notwithstanding the terms of the Stockholders Agreement or the Registration Rights Agreement. 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 Numberof shares beneficially 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 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. Finance of America Companies Set to Go Public Through a Business ownership of such shares of ClassA Common Stock. All rights reserved. Brian Carroll in Ocean Shores, Washington | Phone Number, Email Item3. anniversary of the Closing Date. Blackstone and its affiliates are filing a separate Schedule 13D to report 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. 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. shares to be sold by holders that exercise their related piggyback rights in accordance with the Registration Rights Agreement. Palm Beach homes: Everglades Island house near golf course fetches $10M CONFIDENTIAL . 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. This Schedule 13D (this Schedule 13D) relates to the ClassA common stock, par value $0.0001 per share (the 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 He also served as the Chief Digital Officer for IBM from April 2016 to February 2019. and Libman Family Holdings LLC, solely in their joint capacity as the representative of the Continuing Unitholders (defined Copyright 1996-2023 KM Business Information US, Inc, Unlocking branding opportunities for brokers, Controversial Prop. 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. Over half of the sponsors founder shares of Replay Acquisition will be deferred and subject to share price hurdles. Furthermore, pursuant to the Stockholders Agreement and subject to certain exceptions as set forth therein, for a period of 180 days following the Closing 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.
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