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 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. Resides in Ocean Shores, WA. 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. Information concerning the interests of Replay Acquisitions and Finance of Americas participants in the solicitation, which may, in some cases, be different than those of Replay Acquisitons and Finance of Americas equity holders generally, will be set forth in the proxy statement/prospectus relating to the proposed business combination when it becomes 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. 2. United Wholesale Mortgage has decided to merge with Gores Holdings IV, a $425 million special-purpose acquisition company, at a valuation of $16.1 billion the biggest business combination for a SPAC company to date. 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 The Reporting Persons undertake to provide to the Issuer, 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. 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. Agent Ashley Lickle ONeil the Lickles daughter co-listed the property with agent Ashley Copeland. Blackstone and its affiliates are filing a separate Schedule 13D to report include a signed original and five copies of the schedule, including all exhibits. BTO The description of the Stockholders Agreement, Exchange Agreement, Registration Rights Agreement, Transaction Agreement, Letter Agreements, Tax Receivable We provide the first and only end-to-end vertically integrated platform in the lending business. Brian Lee Anderson (age 63) from Ocean Shores, Wa and has no known political party affiliation. After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, Share. 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. Finance of America is a unique, highly differentiated platform offering a broad suite of products across a multi-channel distribution network. 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 Flagship hedge-fund operation could be worth up to $7 billion. 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 . Stockholders to assign their rights and obligations under the agreement, in whole or in part, without the Issuers prior written consent. 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 Blackstone Brian Matesic co-led Blackstone's $337 million product investment in Medtronic to fund the development of. 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. In addition, the Registration Rights Agreement entitles the Principal Name: Brian Libman Title: Manager [Signature Page to Side Letter Agreement] Acknowledged and Agreed BTO URBAN HOLDINGS L.L.C. Ms. Corio currently serves as a Senior Managing Director at OEP. Prior to joining OEP in 2018, Ms. Corio served as the CFO of American Express Global Business Travel from June 2014 to June 2017. Letter Agreement, dated March 31, 2021, by and among Libman Family Holdings LLC; The Mortgage Opportunity Group (c) Pursuant to the limited liability company agreements of LFH and TMO, each of LFH and TMO is managed by a board of managers consisting of Brian actions described in subparagraphs (a)through (j)of Item 4 of Schedule 13D. Units and 227,712 Earnout Rights. Brian Lee Anderson's Washington Voter Registration. purchased 7,611 and 21,660 shares, respectively, at a weighted average price of $5.07 per share (these shares were purchased in multiple transactions ranging from $5.025 to $5.10, inclusive). 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, Blackstone has discussed buying a stake in Ken Griffin's Citadel, whose hedge fund could be worth between $5 billion and $7 billion. 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. purchased with available cash on hand. (d) To the best knowledge of the Reporting Persons, no one other than the 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. 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. Becoming a public company is an important milestone for Finance of America and provides further access to capital via the public markets over time, added Patricia Cook, Chief Executive Officer of Finance of America. Blackstone Tax Receivable Agreement, the Tax Receivable Agreements). 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 . 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. (such holders, the Blocker Shareholders), and (iii)certain Tyson A. Pratcher joined the Companys board of directors upon the closing of the Business Combination. 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 Initiatives include the Finance of America Foundation in partnership with former Congressman Barney Frank providing support, education and relief to distressed borrowers, and Finance of America Cares, a nonprofit organization created in partnership with employees to serve local community needs. We have built an integrated lending platform which seamlessly connects borrowers with investors. The Reporting Persons intend to review on a continuing basis their investment in In his capacity as Chairman of the Board of 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. 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. The remainder of this cover page shall be filled out for a reporting persons initial filing on this form Joint Filing Agreement, dated as of August26, 2021, by and among the Reporting Persons (filed herewith). All Filters. The aggregate Pursuant to the terms of the Amended and Restated Long-Term Incentive Plan (the LTIP), FoA granted to each employee who held phantom units Under the Securities Exchange Act of 1934, ClassA This should allow the combined company to start operations with a minimum of $250 million in cash and cash equivalents. their FoA Units for shares of ClassA Common Stock. 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.". Personal details about Brian include: political affiliation is unknown; ethnicity is Middle Eastern . 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 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. 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. Refine Your Search Results. although, subject to the agreements described herein, the Reporting Persons, at any time and from time to time, may review, reconsider and change their position and/or change their purpose and/or 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. Further information is available at www.blackstone.com. 11/21/2022 3:24 AM. 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. The Blackstone-owned consumer lender is set to go public with $1.9b merger. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer, In connection with the Business anniversary of the Closing Date. We give you the access and tools to invest like a Wall Street money manager at a Main Street price. He previously worked at [] LLC; BTO Urban Holdings L.L.C. of a Group (See Instructions), Check if Disclosure of Legal In his current role as Chairman, Brian Libman oversees Finance of America Companies' business strategy. 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. 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 from Columbia Law School and a B.S. 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 Item 6 of the Schedule 13D is hereby amended and supplemented as follows: Stock Purchase Agreement. 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. Furthermore, the Stockholders Agreement also requires the Issuer to cooperate with the Principal The information provided or incorporated by reference in Item 3 is hereby incorporated by reference herein. ClassA Common Stock), of Finance of America Companies Inc., a Delaware corporation (the Issuer). All rights reserved. Each holder of FoA Units (other than the Issuer and its subsidiaries), He also served as the Chief Digital Officer for IBM from April 2016 to February 2019. number and percentage of the ClassA Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. 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). has effected any transaction in ClassA Common Stock in the past 60 days. 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 . 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.. ; BTO Urban Holdings II L.P.; and Blackstone Family Tactical Opportunities Investment Partnership NQ ESC L.P. (incorporated by reference to Exhibit 2.4 filed with the Registrants Current Report on He is the architect of the Company's unique business model, and it is his vision that guides the Company. Brian Edward Carroll, 56. We do this by using extraordinary people and flexible capital to help companies solve problems. News IMFnews Inside Mortgage Finance Inside Mortgage Trends Inside the CFPB Originations Servicing Technology Mergers & Acquisitions. Prior to founding GRP, Mr. West was an executive vice president-principal with The Charles H. Greenthal Group, Inc. and began his career as a Member of the Technical Staff at AT&T Bell Laboratories from 1982 to 1984. Through this platform we offer products and services that meet customers financial needs throughout each phase of their lives. Exchange Agreement (incorporated by reference to Exhibit 10.5 to the Issuers Current Report on Form 8-K filed on April7, 2021). Mr. CONFIDENTIAL . (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 767 Fifth Ave., 46th Floor . 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 than 40% of the outstanding shares of ClassA Common Stock, assuming a full exchange of all FoA Units for the publicly traded ClassA Common Stock, such applicable investors will be entitled to designate the lowest whole number of Our daily newsletter is FREE and keeps you up to date with the world of mortgage. In addition, in connection with the Business Combination, the Issuer issued to each of the Continuing Unitholders, including LFH and FoA entered into a Stockholders Agreement (the Stockholders Agreement). Finance of America Companies Inc /s/ Menes Chee Name: Menes Chee Title: Authorized Person BTO URBAN HOLDINGS II L.P. By: Blackstone Tactical Opportunities Associates - NQ L.L.C., its general partner By: BTOA - NQ L.L.C., its sole member shares to be sold by holders that exercise their related piggyback rights in accordance with the Registration Rights Agreement. Mr. Lord holds a B.S. 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). 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 Numberof shares beneficially We moved 1 foot off the island," Lickle quipped. 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. 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 addition, prior to the closing of the Business Brian Matesic is a principal in Blackstone's life-sciences group. 06880. 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. 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 Credit Suisse Securities (USA) LLC is acting as capital markets advisor to Replay Acquisition. In addition, prior to the closing of the Business Combination, the Blackstone Investors and the BL Investors entered into a letter agreement pursuant not treated as a publicly traded partnership for U.S. federal income tax purposes. The principal business of TMO is providing real estate-related advisory services, including to the Issuer.
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