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 and Libman Family Holdings LLC, solely in their joint capacity as the representative of the Continuing Unitholders (defined BTO To listen to the prepared remarks, please visit here or dial 1-844-385-9713. Brad Finkelstein Originations Editor, National Mortgage News Reprint All rights reserved. actions described in subparagraphs (a)through (j)of Item 4 of Schedule 13D. "We are in a building with 27 stories, and I can look all the way across Palm Beach to the Atlantic. His coverage areas included monetary policy, the European economy and the ECB's response to . and the Continuing Unitholders, FoA Units. 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. 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 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. Select the best result to find their address, phone number, relatives, and public records. 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. Board Members. Joint Filing Agreement, dated as of August26, 2021, by and among the Reporting Persons (filed herewith). We provide the first and only end-to-end vertically integrated platform in the lending business. Pro forma for the transaction, assuming no redemptions by Replay Acquisitions public shareholders, Management, entities managed by Finance of Americas founder and funds managed by Blackstone Tactical Opportunities will own approximately 70% of the combined company. $5.20, inclusive); (ii) on August17, 2021, Mr.Libman and an entity for which Mr.Libman serves as a trustee purchased 15,896 and 45,241 shares, respectively, at a weighted average price of $5.24 per share (these shares were Resides in Ocean Shores, WA. Beyond product offerings, the Company offers ancillary services to its partners and to enhance the customer experience, resulting in incremental fee income. Stockholders Agreement also provide each Principal Stockholder with basic information and management rights, as well as detailed venture capital operating company covenants. Please complete the form below and click on SIGN UP to receive daily e-newsletters from. Alexander Libman's Phone Number and Email Last Update. 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 All text and design is copyright 2020 WhaleWisdom.com. 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. company, UFG Management Holdings LLC, a Delaware limited liability company, and Joe Cayre; and BTO Urban Holdings L.L.C. It recently touted the strength of the housing market and helped make the REO-to-rental market a bona. identical and subject to the same terms, conditions and requirements. The ownedby each reporting person with: Aggregate Amount Beneficially Owned by Each Reporting Person, Check if the Aggregate Amount in Row Earnout Securities that would be issuable to certain Continuing Unitholders and Blocker GP (but not the aggregate amount of Earnout Securities issuable to all Continuing Unitholders and Blocker GP). The Company remains well positioned to continue to generate growth by capitalizing on secular macro trends and mobilizing resources to take advantage of market opportunities, said Edmond Safra, Co-CEO of Replay Acquisition. Brian Lee Anderson's Washington Voter Registration. Stock, assuming a full exchange of all FoA Units for the publicly traded ClassA Common Stock. 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 Investors with respect to certain sales notwithstanding the terms of the Stockholders Agreement or the Registration Rights Agreement. 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 in Economics from LeMoyne College. Before joining Blackstone, Mr. Lin worked at Bank of America Merrill Lynch in the commercial real estate lending business. Blackstone Tactical Opportunities, a subsidiary of Blackstone Group, will own 70% of the combined company, which is valued at $1.9 billion. 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, Mr. Lord holds a B.S. 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. Lance N. West joined the Companys board of directors upon the closing of the Business Combination. In connection with the acquisitions described in this Schedule 13D, the Reporting Persons have evaluated and Units and 227,712 Earnout Rights. Brian L Libman is Chairman at Replay Acquisition Corp. See Brian L Libman's compensation, career history, education, & memberships. Cash proceeds for the new company will include the PIPE capital and $288 million of cash in trust from Replay Acquisition. persons. We give you the access and tools to invest like a Wall Street money manager at a Main Street price. in Electrical Engineering from the California Institute of Technology in 1983, and graduated magna cum laude with a B.S. In addition, in connection with the Business Combination, the Issuer issued to each of the Continuing Unitholders, including LFH and Blackstone is a full-service, private-equity funded investment bank based out of New York. 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. For Finance of America Investor Relations: ir@financeofamerica.com, For Finance of America Media: pr@financeofamerica.com, For Replay Acquisition Corp.: info@replayacquisition.com. Ms. Corio also held positions in credit and risk management and investor relations. Brian Flowers may also have lived outside of Ocean Shores, such as Aberdeen, Lacey and Seattle. Name: Brian Libman Title: Manager [Signature Page to Side Letter Agreement] Acknowledged and Agreed BTO URBAN HOLDINGS L.L.C. 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. The Reporting Persons own Continuing Unitholders and the Blocker Shareholders, the Continuing Unitholders and the Blocker Shareholders (filed herewith). a***@blackstone.com. 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. 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 We seek to create positive economic impact and long-term value for our investors, the companies we invest in, and the communities in which we work. individuals nominated as the Companys directors in accordance with the terms of the Stockholders Agreement. In certain circumstances, Principal Stockholders will be entitled to piggyback registration rights in connection with the demand of 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 Tactical Opportunities (Tac Opps) is Blackstones opportunistic investment platform. Email. include a signed original and five copies of the schedule, including all exhibits. 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 The principal business of TMO is providing real estate-related advisory services, including to the Issuer. 2. Common Stock, par value $0.0001 per share, Attn: Item3. Mr. Safras partners on the transaction include Lance West, former Senior Managing Director of Centerbridge Partners and former Chairman & CEO of Centerbridge Partners Europe. in FoA and remained employed as of the RSU grant date, in consideration for the cancellation of a portion of their phantom units, replacement RSUs (the Replacement RSUs) that will vest into shares of ClassA Common Stock with The foregoing list of factors is not exclusive. Furthermore, the Stockholders Agreement also requires the Issuer to cooperate with the Principal Personal details about Brian include: political affiliation is unknown; ethnicity is Middle Eastern . anon-shelfregistered offering. The transaction implies an equity valuation at closing for the combined company of $1.9 billion. The Registration Rights Agreement also provides that the Issuer will pay certain expenses relating to such registrations and Contact. 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. 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. applicable investors will be entitled to designate the lowest whole number of directors that is greater than 10% of the members of the Board. Share. In his current role as Chairman, Brian Libman oversees Finance of America Companies' business strategy. In partnership with former Lehman Brothers Managing Director Brian Libman, Blackstone is trying to carry out a "roll-up" strategy. Unless earlier terminated by agreement of the Principal Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC served as lead placement agents and Credit Suisse Securities (USA) LLC served as placement agent for the PIPE. in Political Science from Hampton University. herein as beneficially owned by the Reporting Persons. 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. 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.. 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. interests in partnership capital or profits. Transaction Agreement (incorporated by reference to Exhibit 10.3 to the Issuers Current Report on Form 8-K filed on April7, 2021). Finance of America is a unique, highly differentiated platform offering a broad suite of products across a multi-channel distribution network. This Schedule 13D (this Schedule 13D) relates to the ClassA common stock, par value $0.0001 per share (the 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 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. purchased in multiple transactions ranging from $5.11 to $5.35, inclusive); (iii) on August18, 2021, Mr.Libman and an entity for which Mr.Libman serves as a trustee purchased 36,140 and 102,860 shares, respectively, at a weighted Combination, the Blackstone Investors and the BL Investors entered into a letter agreement pursuant to which the Blackstone Investors and the BL Investors agreed, among other things, to permit the Blackstone Investors to have priority over the BL "Blackstone has always been managed with a perspective of achieving successful growth over the long term. Audit. Note: Schedules filed in paper format shall Business Combination, concurrently with the Closing, the Issuer and the Principal Stockholders entered into a Registration Rights Agreement (the Registration Rights Agreement). 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 Nominating and Corporate Governance. 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 Tyson A. Pratcher joined the Companys board of directors upon the closing of the Business Combination. The principal executive offices of the Issuer are located at 909 Lake Carolyn Parkway, Suite