The guiding principle of Customers First, Last and Always has helped drive Finance of Americas success. of 85% of the cash tax benefits, if any, that the Issuer is deemed to realize (calculated using certain simplifying assumptions) as a result of (i)tax basis adjustments as a result of sales and exchanges of units in connection with or 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. Unitholders., As a result of the Business Combination and the transactions contemplated by the Transaction Agreement, (i)LFH received Finance of America Companies Inc Principal Stockholder. Brian Carroll may also have lived outside of Ocean Shores, such as Puyallup, Montesano and 2 other cities in Washington. 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). Pursuant to the Transaction for any 20 trading days within any 30 trading day period, and one-half will be issued if the volume-weighted average price of the ClassA Common Stock exceeds $15.00 for any 20 trading days within any 30 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. below) pursuant to Section12.18 of the Transaction Agreement (the Continuing Unitholder Representative), Replay agreed to combine with FoA in a series of transactions (collectively, the Business 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 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. Our daily newsletter is FREE and keeps you up to date with the world of mortgage. The description of the Stockholders Agreement, Exchange Agreement, Registration Rights Agreement, Transaction Agreement, Letter Agreements, Tax Receivable In addition, subject to certain requirements, the Blackstone Investors and the BL Investors are generally permitted to exchange FoA Units 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 the ClassA Common Stock that they may be deemed to beneficially own. He is the architect of the Companys unique business model, and it is his vision that guides the Company. (the Exchange Agreement). Exchange Agreement (incorporated by reference to Exhibit 10.5 to the Issuers Current Report on Form 8-K filed on April7, 2021). Built in 1956, the house has six-bedrooms and 7,522 square feet of living space, inside and out. Finance of America is a unique, highly differentiated platform offering a broad suite of products across a multi-channel distribution network. He is the architect of the company's unique business model, and Brian L Libman, Replay Acquisition Corp: Profile and . Watch . Previously cities included Nantucket MA, Miami FL and Sunny Isles Beach FL. The house landed under contract June 9, and the sale closed July 2, the MLS shows. He is in the debt capital markets group focusing on the financing of real estate investments in the Americas. Latest Imf News. 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. Form 8-K filed on April7, 2021). 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. in such offering. The Grant Date RSUs will be settled on or promptly following the 181st date following the Closing Date. Most of these factors are outside Replay Acquisitions and Finance of Americas control and are difficult to predict. Our $564. Our daily newsletter is FREE and keeps you up to date with the world of mortgage. Alexander Libman's Phone Number and Email Last Update. The Issuer may impose restrictions on exchange that it determines to be necessary or advisable so that the Issuer is Brian Libman, executive chairman, Finance of America Holdings, said that the deal is a "natural progression" for the company. Anthony W. Villani, Chief Legal Officer, (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications), (Date of Event Which Requires Filing of this Statement), If the filing person has entitled to designate the lowest whole number of directors that is greater than 20% of the members of the Board; and if the Blackstone Investors or the BL Investors, as the case may be, hold between 5% and 20% of such outstanding shares, such Lance N. West joined the Companys board of directors upon the closing of the Business Combination. The Reporting Persons own He is the architect of the Company's unique business model . 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 Under the Securities Exchange Act of 1934, ClassA 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. Mr. West earned his M.S. See Rule 13d-7 for other parties to whom copies are to be sent. funds affiliated with Blackstone (the Blackstone Tax Receivable Agreement) and a Tax Receivable Agreement with certain other members of FoA, including LFH and TMO (the FoA Tax Receivable Agreement, and collectively with the Credit Suisse Securities (USA) LLC is acting as capital markets advisor to Replay Acquisition. Our platform is product agnostic, with the ability to shift our focus and resources as the opportunity set changes. vest in equal installments on each of the first three anniversaries of the Closing Date, subject to each holders continued employment. Form 8-K filed on April7, 2021). We changed our view.. Blackstone Tactical Opportunities, a subsidiary of Blackstone Group, will own 70% of the combined company, which is valued at $1.9 billion. 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. All rights reserved. Tax Receivable Agreements. misdemeanors). Mr. Lord also served as Senior Vice President of Cognitive Applications, Blockchain, and Ecosystems at IBM from February 2019 to 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. Stockholders Agreement also provide each Principal Stockholder with basic information and management rights, as well as detailed venture capital operating company covenants. On a lot of about a third of an acre, the house backs up to 100 feet of lakefront on the island's east side. www.replayacquisition.com, Blackstone is one of the worlds leading investment firms. Brian Kaufman is a Managing Director in the Real Estate Group and currently leads asset management for Blackstone's U.S. hospitality portfolio. Resides in Ocean Shores, WA. 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. 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. Ms. Corio received her MBA in Banking & Finance from Pace University and her B.A. The number of directors that each of purchased with available cash on hand. Before joining Blackstone in 2019, Mr. Kaufman was the Managing Partner of The Kaufman Companies, a privately held hospitality asset management, development and investment group in the U.S. and Europe. 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 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. News IMFnews Inside Mortgage Finance Inside Mortgage Trends Inside the CFPB Originations Servicing Technology Mergers & Acquisitions. Joint Filing Agreement, dated as of August26, 2021, by and among the Reporting Persons (filed herewith). 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. Business Combination, concurrently with the Closing, the Issuer and the Principal Stockholders entered into a Registration Rights Agreement (the Registration Rights Agreement). Mr. 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. 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. The transaction implies an equity valuation at closing for the combined company of $1.9 billion. Within 90 days after receipt of a demand for such registration, the Issuer will be required to use its reasonable best 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. We do this by using extraordinary people and flexible capital to help companies solve problems. Our management has consistently sought to focus on the best outcomes for our business and investments over a period of years rather than . Agent Elizabeth DeWoody of Compass Florida handled the buyers end of the sale. Transaction Agreement (incorporated by reference to Exhibit 10.3 to the Issuers Current Report on Form 8-K filed on April7, 2021). the sole manager. The Reporting Persons undertake to provide to the Issuer, 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 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 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. herein as beneficially owned by the Reporting Persons. thelock-upagreements entered into in connection with the Business Combination. If, however, such holder were to hold 500 FoA Units as of the relevant record date, such holder would be entitled by virtue of such holders ClassB Common Stock to 500 votes on such matter. 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 (e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body Blackstone is a full-service, private-equity funded investment bank based out of New York. (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 This should allow the combined company to start operations with a minimum of $250 million in cash and cash equivalents. 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. The Tac Opps team invests globally across asset classes, industries and geographies, seeking to identify and execute on attractive, differentiated investment opportunities. indemnify the registration rights holders against (or make contributions in respect of) certain liabilities which may arise under the Securities Act. We provide the first and only end-to-end vertically integrated platform in the lending business. Private Wealth Management at The Blackstone Group . 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
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