In the deal on. We moved 1 foot off the island," Lickle quipped. Finance of America is a unique, highly differentiated platform offering a broad suite of products across a multi-channel distribution network. 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. 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. the sole manager. Top-tier institutional investors have committed to invest $250 million in the form of a PIPE at a price of $10.00 per share of the combined companys Class A common stock immediately prior to the closing of the transaction. 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. Further information is available at www.blackstone.com. 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. 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 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.. Board Members. The foregoing list of factors is not exclusive. 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 Compensation. develop such plans and may seek to influence management or the Board of the Issuer with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer or other Following the closing of the Business Combination, the Continuing Unitholder Representative and Replay entered into a letter agreement to adjust the amount of earlier of the sixth anniversary of the Closing Date or such earlier date when all outstanding Replacement RSU and Earnout Right RSU awards have been settled or otherwise forfeited, the Continuing Unitholders and Blocker Shareholders have agreed to (a)-(b) This Schedule 13D is being filed by: (i)Brian L. Libman, a United States citizen, (ii)Libman Family Holdings, LLC, a Connecticut limited Lived In Aberdeen WA, Lacey WA, Seattle WA, Huntsville AL . The nomination rights of each Principal Stockholder are substantially in light of the Issuers business, financial condition and operating results, general market and industry conditions or other factors. Norma C. Corio joined the Companys board of directors upon the closing of the Business Combination. Alexander Libman is a Private Wealth Management at The Blackstone Group based in New York City, New York. certainpre-Closingequityholders of. April 1, 2021 . The sellers made a variety of changes to the property over the years, expanding the house with a second-story addition and extending the living room onto a lakeside terrace. In his capacity as Chairman of the Board of 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 Through this platform we offer products and services that meet customers financial needs throughout each phase of their lives. Brian Kaufman - Blackstone Form 8-K filed on April7, 2021). Mr. Pratcher holds a J.D. 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 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. 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.. In addition, the Stockholders Agreement permits the Issuers Principal LIBMAN BRIAN L SC 13D/A Filing Concerning FOA on 2022-08-08 Brian Lewis Libman, 57 - New Canaan, CT - MyLife He is in the debt capital markets group focusing on the financing of real estate investments in the Americas. Blackstone Tactical Opportunities, a subsidiary of Blackstone Group, will own 70% of the combined company, which is valued at $1.9 billion. Read More . Please complete the form below and click on SIGN UP to receive daily e-newsletters from. Continuing Unitholders and the Blocker Shareholders, the Continuing Unitholders and the Blocker Shareholders (filed herewith). 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. Sometimes Brian goes by various nicknames including Brian L Ibman, Brian Lewis Libman and Brian L Libman. 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 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. A man with the same name is a private equity specialist at The Blackstone Group. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer, In connection with the Business The Reporting Persons undertake to provide to the Issuer, Instructions). Brian Flowers may also have lived outside of Ocean Shores, such as Aberdeen, Lacey and Seattle. The principal business of AJ Stewart (Photo courtesy of Stewart's family) The family of a Black man stabbed and killed by a White man over a parking spot is pleading for harsher charges against . 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 Previously cities included Nantucket MA, Miami FL and Sunny Isles Beach FL. Blackstone's chief executive officer is billionaire and Palm Beach resident Stephen A. Schwarzman. Your California Privacy Rights/Privacy Policy. interests in partnership capital or profits. 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. Alexander Libman's Phone Number and Email Last Update. Founder of Finance of America Cos., Inc. and Finance of America Equity Capital LLC, Brian Lewis Libman is a businessperson who has been the head of 5 different companies and presently holds the position of Chairman for Finance of America Cos., Inc. and Chairman for Finance of America Holdings LLC and Chairman for Finance of America Equity Capital 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 . 11:26 am. include a signed original and five copies of the schedule, including all exhibits. 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 . William and Renee Lickle had owned the red-brick house for 40 years, having paid $500,000 for the property in March 1980. Libman as the sole manager. 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 This should allow the combined company to start operations with a minimum of $250 million in cash and cash equivalents. herein as beneficially owned by the Reporting Persons. Item5. In connection with the acquisitions described in this Schedule 13D, the Reporting Persons have evaluated and 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. 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. Also, subject to applicable approvals from the compensation committee of the board of directors of the Board, Mr.Libman 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) 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. Resides in Ocean Shores, WA. "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. Attn: Legal and Compliance FoA. in Electrical Engineering from the California Institute of Technology in 1983, and graduated magna cum laude with a B.S. It had no backyard, so I made it into a Charleston garden with the pool, brick (terraces) and fountain, and we put in a major dock, he said. Mr. Lord holds a B.S. Important Information About the Proposed Business Combination and Where to Find It. 06880. We provide the first and only end-to-end vertically integrated platform in the lending business. Over half of the sponsors founder shares of Replay Acquisition will be deferred and subject to share price hurdles. 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 Independent. "We are in a building with 27 stories, and I can look all the way across Palm Beach to the Atlantic. Brian Libman's Instagram, Twitter & Facebook on IDCrawl (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 The companies expect $250 million in funding from institutional investors through private investment in public equity (PIPE) of $10 per share. In connection with the Business Combination, concurrently with the Closing, the Issuer, FoA and the Continuing Unitholders entered into an Exchange Agreement Brian K Flowers, 48. Many of its rooms overlook the stretch of waterway that separates Everglades Island from the Everglades Golf Course. We do this by using extraordinary people and flexible capital to help companies solve problems. 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. Brian Flowers in Ocean Shores, Washington | Phone Number, Email In addition to the Replacement RSUs, participants in the Amended and Restated Long-Term Incentive Plan will be entitled to receive additional Earnout Right Brian Lipman's Instagram, Twitter & Facebook on IDCrawl 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. Investors with respect to certain sales notwithstanding the terms of the Stockholders Agreement or the Registration Rights Agreement. Form 8-K filed on April7, 2021). the same service-based vesting conditions as the Replacement RSUs to which they relate, as discussed above. 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 Ex-2.2 - Sec Before joining the RockCreek Group in 2020, Mr. Pratcher served as the Head of Investments at TFO USA from 2017 to 2019. Furthermore, the Stockholders Agreement also requires the Issuer to cooperate with the Principal Finance of America Companies Inc Blackstone has discussed buying a stake in Ken Griffin's Citadel, whose hedge fund could be worth between $5 billion and $7 billion. www.replayacquisition.com, Blackstone is one of the worlds leading investment firms. Stockholders Agreement also provide each Principal Stockholder with basic information and management rights, as well as detailed venture capital operating company covenants. in Industrial Engineering and Operations Research from Syracuse University and an M.B.A. from Harvard University. This Schedule 13D (this Schedule 13D) relates to the ClassA common stock, par value $0.0001 per share (the 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. Simpson Thacher & Bartlett LLP is acting as legal advisor to Finance of America. in Economics from LeMoyne College. a grant date fair value of $10.00 per share. Furthermore, pursuant to the Stockholders Agreement and subject to certain exceptions as set forth therein, for a period of 180 days following the Closing 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. representing 82.2% of the outstanding ClassA Common Stock. 240.13d-1(f) or 240.13d-1(g), check the following box. Our management has consistently sought to focus on the best outcomes for our business and investments over a period of years rather than . In addition, subject to certain requirements, the Blackstone Investors and the BL Investors are generally permitted to exchange FoA Units Last month, another mortgage lender announced plans to go public. On June 9, 2022, Mr. Libman was granted 47,619 restricted stock units, which vest on the earlier of (i) June 9, 2023 or (ii) the first regularly scheduled annual meeting of the stockholders of the Issuer following the grant date and each of which represents a contingent right to receive one share of Class A Common Stock of the Issuer. Finance of America Companies Set to Go Public Through a Business Brian Lin is a Managing Director in the Real Estate group. He is the architect of the Company's unique business model . We give you the access and tools to invest like a Wall Street money manager at a Main Street price.