The 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 Pursuant to the terms of the Amended and Restated Long-Term Incentive Plan, 25% of the Replacement RSUs vested on the RSU grant date (the Grant Date RSUs), and the remaining 75% will In addition, prior to the closing of the Business Combination, the Blackstone Investors and the BL Investors entered into a letter agreement pursuant The companies expect $250 million in funding from institutional investors through private investment in public equity (PIPE) of $10 per share. 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. Persons. Brian Blackstone wrote about the European Central Bank from The Wall Street Journal's Frankfurt office. We provide the first and only end-to-end vertically integrated platform in the lending business. Private Wealth Management at The Blackstone Group . CONFIDENTIAL . Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change, or other circumstances that could give rise to the termination of the definitive merger agreement (the Agreement); (2) the outcome of any legal proceedings that may be instituted against Replay Acquisition, New Pubco and/or Finance of America following the announcement of the Agreement and the transactions contemplated therein; (3) the inability to complete the proposed business combination, including due to failure to obtain approval of the shareholders of Replay Acquisition, certain regulatory approvals, or satisfy other conditions to closing in the Agreement; (4) the occurrence of any event, change, or other circumstance that could give rise to the termination of the Agreement or could otherwise cause the transaction to fail to close; (5) the impact of COVID-19 on Finance of Americas business and/or the ability of the parties to complete the proposed business combination; (6) the inability to obtain or maintain the listing of New Pubcos shares of common stock on the NYSE following the proposed business combination; (7) the risk that the proposed business combination disrupts current plans and operations as a result of the announcement and consummation of the proposed business combination; (8) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of Finance of America to grow and manage growth profitably, and retain its key employees; (9) costs related to the proposed business combination; (10) changes in applicable laws or regulations; and (11) the possibility that Finance of America or Replay Acquisition may be adversely affected by other economic, business, and/or competitive factors. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer, In connection with the Business Ms. Corio serves as a member of the board of directors of public companies Cicor Technologies Ltd. (SWX:CICN-CH) and GO Acquisition Corp. (NYSE:GOAC.U), a SPAC, and private companies Omni Environmental Solutions, Wood Technologies International, and Bibliotheca. Each of the Blackstone Investors and the BL Investors have agreed to vote the respective shares of the Companys common stock beneficially owned by them in favor of the This press release is not a proxy statement or solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business combination. Brian Libman We found 19 records for Brian Libman in FL, CT and 7 other states. in Economics from LeMoyne College. Brian L Libman is Chairman at Replay Acquisition Corp. See Brian L Libman's compensation, career history, education, & memberships. 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. Transaction Agreement (incorporated by reference to Exhibit 10.3 to the Issuers Current Report on Form 8-K filed on April7, 2021). 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. has effected any transaction in ClassA Common Stock in the past 60 days. 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. Since his retirement from Centerbridge Partners in 2018, Mr. West has been an active private investor in and Senior Advisor to several businesses. 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. 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 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. in Electrical Engineering from Tufts University in 1982. 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. BL Investors Tax Receivable Agreement (incorporated by reference to Exhibit 10.7 to the Issuers Current 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. Following the closing of the Business Combination, the Continuing Unitholder Representative and Replay entered into a letter agreement to adjust the amount of In addition, subject to certain requirements, the Blackstone Investors and the BL Investors are generally permitted to exchange FoA Units 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. In connection with the Business Combination, concurrently with the Closing, the Issuer entered into a Tax Receivable Agreement with certain their FoA Units for shares of ClassA Common Stock. (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 Replay Acquisition, Finance of America, New Pubco and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Replay Acquisitions shareholders in connection with the proposed business combination. Any demandednon-shelfregistered offering may, at the Issuers option, include Issuer shares to be sold by the Issuer for its own account and will also include registrable 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 Exchange Agreement). The Reporting Persons intend to review on a continuing basis their investment in the Issuer. anniversary of the Closing Date. Finance of America Equity Capital, a Blackstone Group portfolio company, announced Tuesday that it is set to go public through a "business combination" with a special-purpose acquisition company (SPAC). 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. 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 The Reporting Persons undertake to provide to the Issuer, Before joining the RockCreek Group in 2020, Mr. Pratcher served as the Head of Investments at TFO USA from 2017 to 2019. Best Match Powered by Whitepages Premium AGE 50s Brian Mitchell Libman Delray Beach, FL (Kings Point) Aliases Brian M Lebman View Full Report Addresses Watch . 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. Also, subject to applicable approvals from the compensation committee of the board of directors of the Board, Mr.Libman Agent Ashley Lickle ONeil the Lickles daughter co-listed the property with agent Ashley Copeland. 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 Blackstone Tactical Opportunities, a subsidiary of Blackstone Group, will own 70% of the combined company, which is valued at $1.9 billion. 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. 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. Ms. Corio received her MBA in Banking & Finance from Pace University and her B.A. Estimated cash proceeds will consist of the PIPE in addition to Replay Acquisitions $288 million of cash in trust, subject to redemptions. Independent. 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 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. Continuing Unitholders and the Blocker Shareholders, the Continuing Unitholders and the Blocker Shareholders (filed herewith). Our $564. FoA) as follows: (i) 9,000,000 Earnout Securities, in the aggregate, in the event that the average trading price of the ClassA Common Stock is $12.50 or greater for any 20 trading days within a period of 30 consecutive trading days prior to Contact. Mr. Lord also served as Senior Vice President of Cognitive Applications, Blockchain, and Ecosystems at IBM from February 2019 to January 2022. 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. Brian Lee Anderson (age 63) from Ocean Shores, Wa and has no known political party affiliation. average price of the ClassA Common Stock exceeds certain thresholds. 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 All Filters. Irving, TX and New York, NY (October 13, 2020): Finance of America Equity Capital LLC (Finance of America or the Company) an end-to-end lending and services platform, and Replay Acquisition Corp. (NYSE: RPLA) (Replay Acquisition), a publicly traded special purpose acquisition company, agreed to a business combination that will result in Finance of America becoming a publicly listed company. Finance of America is an end-to-end consumer lending and services platform which seamlessly connects borrowers with investors. Item3. In addition, in his capacity as Chairman of the Board of Directors and as a member of the Issuers compensation committee, Finance of Americas multiproduct line-up is broadly distributed through retail locations, loan officers, and a third-party origination network and powered by a differentiated end-to-end digital platform, providing jobs to over 5,000 employees globally. Prior to her role at American Express Global Business Travel, Ms. Corio served as Co-President of Miller Buckfire from April 2013 to May 2014. 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. Exchange Agreement (incorporated by reference to Exhibit 10.5 to the Issuers Current Report on Form 8-K filed on April7, 2021). Through this platform we offer products and services that meet customers financial needs throughout each phase of their lives. Within 90 days after receipt of a demand for such registration, the Issuer will be required to use its reasonable best Instructions). 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 Last month, another mortgage lender announced plans to go public. Mr. West previously served as Partner and Senior Managing Director of Centerbridge Partners and former Chairman & CEO of Centerbridge Partners Europe from 2006 to 2018. Report on Form 8-K filed on April7, 2021). Furthermore, pursuant to the Stockholders Agreement and subject to certain exceptions as set forth therein, for a period of 180 days following the Closing The Registration Rights Agreement also provides that the Issuer will pay certain expenses relating to such registrations and FoA entered into a Stockholders Agreement (the Stockholders Agreement). Brian Libman, executive chairman, Finance of America Holdings, said that the deal is a "natural progression" for the company. may receive additional securities of the Issuer in connection with the Issuers compensation program. The Exchange Agreement sets forth the terms and conditions upon which holders of FoA Units may exchange their FoA Units for shares of ClassA Common Stock on aone-for-onebasis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. The transaction is expected to close in the first half of 2021. Stockholders to assign their rights and obligations under the agreement, in whole or in part, without the Issuers prior written consent. 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 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. representing 82.2% of the outstanding ClassA Common Stock. He is in the debt capital markets group focusing on the financing of real estate investments in the Americas. 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. Pursuant to the LTIP Award Settlement Agreement (the LTIP Award Settlement Agreement), 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. Pursuant to the Stockholders Agreement, each of certain funds affiliated with Blackstone (the vest in equal installments on each of the first three anniversaries of the Closing Date, subject to each holders continued employment. Unless earlier terminated by agreement of the Principal 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. Investor Conference Call/Webcast Information. thelock-upagreements entered into in connection with the Business Combination. Form 8-K filed on April7, 2021). 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. 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 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. misdemeanors). Jan 02, 2022. Copyright 1996-2023 KM Business Information US, Inc, Unlocking branding opportunities for brokers, Controversial Prop. consecutive trading days prior to the sixth anniversary of the Closing Date. In addition, the Registration Rights Agreement entitles the Principal Please complete the form below and click on SIGN UP to receive daily e-newsletters from. 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). with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. Stock, assuming a full exchange of all FoA Units for the publicly traded ClassA Common Stock. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is purchased with available cash on hand. in light of the Issuers business, financial condition and operating results, general market and industry conditions or other factors. applicable investors will be entitled to designate the lowest whole number of directors that is greater than 10% of the members of the Board. 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. (such holders, the Blocker Shareholders), and (iii)certain 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, Libman as the sole manager. In his capacity as Chairman of the Board of 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 Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the ClassA Common Stock reported Name: Brian Libman Title: Manager [Signature Page to Side Letter Agreement] Acknowledged and Agreed BTO URBAN HOLDINGS L.L.C. and the Continuing Unitholders, FoA Units. 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 ownership of such shares of 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. Norma C. Corio joined the Companys board of directors upon the closing of the Business Combination. 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 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. All Filters. 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 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. 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 Pursuant to earnout provisions in the Transaction Agreement, the holders of Earnout Rights are entitled to receive shares of ClassA Common Stock or FoA 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. The principal business of TMO is providing real estate-related advisory services, including to the Issuer. Unitholders., As a result of the Business Combination and the transactions contemplated by the Transaction Agreement, (i)LFH received 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. ClassB Common Stock is automatically and correspondingly reduced and the number of FoA Units held by the Issuer is correspondingly increased as it acquires the exchanged FoA Units. 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 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. Founded in 2016, the Finance of America Foundation connects families to crucial resources needed during financial hardships. Combination, and concurrently with the closing of the Business Combination on April1, 2021 (the Closing and such date, the Closing Date), the Issuer and brian libman blackstone. FINANCE OF AMERICA COMPANIES SET TO GO PUBLIC THROUGH A BUSINESS COMBINATION WITH REPLAY ACQUISITION CORP. Strong top line growth and superior operating leverage, with a 41% revenue CAGR from 2018 to 2020E, a 188% GAAP pre-tax income CAGR, and a 182% CAGR for Adjusted EBITDA, 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, Management, founder and Blackstone to remain closely aligned with shareholders at transaction close, Transaction is expected to close in the first half of 2021, Investor call scheduled for October 13, 2020. See Rule 13d-7 for other parties to whom copies are to be sent. Flagship hedge-fund operation could be worth up to $7 billion. The following shares of the Issuers ClassA Common Stock were purchased following the Business Combination: (i)on August16, 2021, Moreover, upon the Stockholders Agreement (incorporated by reference to Exhibit 10.2 to the Issuers Current Report on Form 8-K filed on April7, 2021). In addition, in connection with the Business Combination, the Issuer issued to each of the Continuing Unitholders, including LFH and He is a male registered to vote in Grays Harbor County, Washington. Share. 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 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.". Brian L LibmanChairman, Replay Acquisition Corp. Brian L Libman. "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.". interests in partnership capital or profits. Mr. Lord holds a B.S. Mr. Pratcher currently serves as a Senior Advisor at 7 Acquisition Corporation and Managing Director at the RockCreek Group. 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. The Lickles have ties to Wilmington, Delaware, and the Colonial-style house on Everglades Island reminded Bill Lickle of some houses there, he told the Daily News. Pursuant to the Registration Rights Agreement, upon 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. Alexander Libman is a Private Wealth Management at The Blackstone Group based in New York City, New York. Built in 1956, the house has six-bedrooms and 7,522 square feet of living space, inside and out. Resides in Ocean Shores, WA. shares to be sold by holders that exercise their related piggyback rights in accordance with the Registration Rights Agreement. Mr. Pratcher holds a J.D. 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. In connection with the acquisitions described in this Schedule 13D, the Reporting Persons have evaluated and 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. Pursuant to the Transaction Blackstone Tax Receivable Agreement, the Tax Receivable Agreements). (c) Except as set forth in Item 3 of this Schedule 13D, none of the Reporting Persons William and Renee Lickle had owned the red-brick house for 40 years, having paid $500,000 for the property in March 1980. 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. 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. Brian L. Libman. Chairman Emeritus & Former Chief Executive Officer, Ogilvy & Mather Worldwide The Right Honourable Brian Mulroney Partner at Norton Rose Fulbright and Former Prime Minister of Canada William G. Parrett Retired CEO and Senior Partner, Deloitte (Deloitte Touche Tohmatsu) Ruth Porat Chief Financial Officer of Alphabet Inc. and Google Inc Directory Blackstone has discussed buying a stake in Ken Griffin's Citadel, whose hedge fund could be worth between $5 billion and $7 billion. 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 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.

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