Common Stock, par value $0.0001 per share, Attn: without regard to the number of shares of ClassB Common Stock held by such holder, to a number of votes that is equal to the aggregate number of FoA Units held by such holder on all matters on which stockholders of the Issuer are entitled to Attn: Legal and Compliance The following shares of the Issuers ClassA Common Stock were purchased following the Business Combination: (i)on August16, 2021, ClassA Common Stock), of Finance of America Companies Inc., a Delaware corporation (the Issuer). Through this platform we offer products and services that meet customers financial needs throughout each phase of their lives. In addition, in his capacity as Chairman of the Board of Directors and as a member of the Issuers compensation committee, Product offerings include mortgages, reverse mortgages, and loans to residential real estate investors distributed across retail, third party network, and digital channels. 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 Pursuant to the Transaction 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. Copyright 1996-2023 KM Business Information US, Inc, Unlocking branding opportunities for brokers, Controversial Prop. 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. 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. The description of the Stockholders Agreement, Exchange Agreement, Registration Rights Agreement, Transaction Agreement, Letter Agreements, Tax Receivable Instructions). 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. He is the architect of the Company's unique business model, and it is his vision that guides the Company. the sole manager. Prior to creating Finance of America in 2013, he was the managing partner and CEO of Green Tree Servicing and became the Chief Strategy Officer of its public market successor. 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. Alexander Libman's Phone Number and Email Last Update. The guiding principle of Customers First, Last and Always has helped drive Finance of Americas success. 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. The information provided or incorporated by reference in Item 3 is hereby incorporated by reference herein. In addition, prior to the closing of the Business Combination, the Blackstone Investors and the BL Investors entered into a letter agreement pursuant 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 . anon-shelfregistered offering. Prior to joining OEP in 2018, Ms. Corio served as the CFO of American Express Global Business Travel from June 2014 to June 2017. 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. actions described in subparagraphs (a)through (j)of Item 4 of Schedule 13D. 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. 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 (c) Except as set forth in Item 3 of this Schedule 13D, none of the Reporting Persons 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. thelock-upagreements entered into in connection with 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 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 Simpson Thacher & Bartlett LLP is acting as legal advisor to Finance of America. See Rule 13d-7 for other parties to whom copies are to be sent. The Reporting Persons own Continuing Unitholders and the Blocker Shareholders, the Continuing Unitholders and the Blocker Shareholders (filed herewith). CONFIDENTIAL . These industries include consumer, telecommunications and technology, energy, infrastructure, financial services and real estate, among others. Brian Lin is a Managing Director in the Real Estate group. identical and subject to the same terms, conditions and requirements. previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), The remainder of this cover page shall be filled out for a reporting persons initial filing on this form herein as beneficially owned by the Reporting Persons. Tax Receivable Agreements. Nominating and Corporate Governance. Robert W. Lordjoined the Companys board of directors upon the closing of the Business Combination. Note: Schedules filed in paper format shall 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 Earnout Securities means (i)in the case of an issuance by the Issuer to the Blocker Shareholders, shares of ClassA Common Stock and (ii)in the case of an issuance by FoA to Blocker GP representing 82.2% of the outstanding ClassA Common Stock. In addition, prior to the closing of the Business From August 2013 until February 2016, Mr. Lord served as both President of AOL and CEO of AOL Platforms at Verizon Communications Inc. Mr. Lord also held a number of leadership roles at Razorfish, Inc. from November 2002 to July 2013, serving most recently as Global CEO. Brown Harris Stevens was on the sellers side. and Libman Family Holdings LLC, solely in their joint capacity as the representative of the Continuing Unitholders (defined In his capacity as Chairman of the Board of Brian Libman is 57 years old and was born on 08/04/1965. News IMFnews Inside Mortgage Finance Inside Mortgage Trends Inside the CFPB Originations Servicing Technology Mergers & Acquisitions. the ClassA Common Stock that they may be deemed to beneficially own. www.replayacquisition.com, Blackstone is one of the worlds leading investment firms. Mr. West earned his M.S. Amount in Row (11), Type of Reporting Person (See Each holder of FoA Units (other than the Issuer and its subsidiaries), Finance of America is set to merge with the special-purpose acquisition company, or [] The transaction implies an equity valuation at closing for the combined company of $1.9 billion. include a signed original and five copies of the schedule, including all exhibits. LLC; BTO Urban Holdings L.L.C. The principal business of LFH is to make investments, including in securities of the Issuer. Unitholders., As a result of the Business Combination and the transactions contemplated by the Transaction Agreement, (i)LFH received anniversary of the Closing Date. As part of the strategy, the team leverages the intellectual capital across Blackstones various businesses while continuously optimizing its approach in the face of ever-changing market conditions. Best Match Powered by Whitepages Premium AGE 50s Brian Mitchell Libman Delray Beach, FL (Kings Point) Aliases Brian M Lebman View Full Report Addresses Stockholders Agreement also provide each Principal Stockholder with basic information and management rights, as well as detailed venture capital operating company covenants. Following the closing of the Business Combination, the Continuing Unitholder Representative and Replay entered into a letter agreement to adjust the amount of Before joining Blackstone, Mr. Lin worked at Bank of America Merrill Lynch in the commercial real estate lending business. Libman as the sole manager. Personal details about Brian include: political affiliation is unknown; ethnicity is Middle Eastern . 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 and the Continuing Unitholders, FoA Units. Brian Edward Carroll, 56. trading day period. 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 Our management has consistently sought to focus on the best outcomes for our business and investments over a period of years rather than . Our daily newsletter is FREE and keeps you up to date with the world of mortgage. securities purchased pursuant to PIPE Agreements executed concurrently with the execution of the Transaction Agreement or on the open market. Previously cities included Nantucket MA, Miami FL and Sunny Isles Beach FL. Parties in an amount equal to the present value of future payments under the Tax Receivable Agreements, which payment would be based on certain assumptions, including an assumption that any FoA Units that have not been exchanged are deemed exchange The number of directors that each of 240.13d-1(f) or 240.13d-1(g), check the following box. TMO, one share of the Issuers ClassB common stock, par value $0.0001 per share (the ClassB Common Stock). 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 Investor Conference Call/Webcast Information. ownedby each reporting person with: Aggregate Amount Beneficially Owned by Each Reporting Person, Check if the Aggregate Amount in Row 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. 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. 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 same service-based vesting conditions as the Replacement RSUs to which they relate, as discussed above. has effected any transaction in ClassA Common Stock in the past 60 days. 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 Exchange Agreement). complete and correct. Refine Your Search Results. 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. interests in partnership capital or profits. 11/21/2022 3:24 AM. 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. Agent Elizabeth DeWoody of Compass Florida handled the buyers end of the sale. . Last month, another mortgage lender announced plans to go public. Engage via Email. 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 Brian Carroll may also have lived outside of Ocean Shores, such as Puyallup, Montesano and 2 other cities in Washington. financial institutions as collateral or security for loans, advances or extensions of credit. in Electrical Engineering from Tufts University in 1982. 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. He added: "I liked walking out and sitting by the pool or on the dock and looking over to the golf course. In partnership with former Lehman Brothers Managing Director Brian Libman, Blackstone is trying to carry out a "roll-up" strategy. efforts to file a registration statement relating to such demand. 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. 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 $280B. The nomination rights of each Principal Stockholder are substantially ; 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 (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 Within 45 days (in the case of a shelf registration on FormS-1)or 30 days (in the case of a shelf registration on A man with the same name is a private equity specialist at The Blackstone Group. All subsequent written and oral forward-looking statements concerning Replay Acquisition, Finance of America or New Pubco, the transactions described herein or other matters and attributable to Replay Acquisition, Finance of America, New Pubco or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Select the best result to find their address, phone number, relatives, and public records. 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 A telephone replay will be available at 1-844-385-9713, replay pin number: 52917. 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 The principal business of His coverage areas included monetary policy, the European economy and the ECB's response to . 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. He also served as the Chief Digital Officer for IBM from April 2016 to February 2019. ClassA Common Stock outstanding as of August16, 2021, based on information set forth in the Issuers Quarterly Report on Form10-Qfiled by the Issuer on August16, 2021, and In certain circumstances, Principal Stockholders will be entitled to piggyback registration rights in connection with the demand of This Schedule 13D (this Schedule 13D) relates to the ClassA common stock, par value $0.0001 per share (the Form 8-K filed on April7, 2021). Registration Rights Agreement (incorporated by reference to Exhibit 10.3 to the Issuers Current Report on 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 (such holders, the Blocker Shareholders), and (iii)certain Until the 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 Item3. Dr. Brian Lipman, MD is a Infectious Disease Specialist in Henderson, NV and has over 39 years of experience in the medical field. Blackstone Tactical Opportunities, a subsidiary of Blackstone Group, will own 70% of the combined company, which is valued at $1.9 billion. In addition, the Stockholders Agreement permits the Issuers Principal 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 Brian L Libman is Chairman at Replay Acquisition Corp. See Brian L Libman's compensation, career history, education, & memberships. 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 The Tac Opps team invests globally across asset classes, industries and geographies, seeking to identify and execute on attractive, differentiated investment opportunities. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is 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. Our daily newsletter is FREE and keeps you up to date with the world of mortgage. dated as of October12, 2020, by and among the Issuer, FoA, the Continuing Unitholders and the Blocker Shareholders, the Continuing Unitholders (including LFH and TMO) and the Blocker Shareholders agreed to pay and bear the economic He is the architect of the Companys unique business model, and it is his vision that guides the Company. In connection with the Business Combination, concurrently with the Closing, the Issuer, FoA and the Continuing Unitholders entered into an Exchange Agreement Important Information About the Proposed Business Combination and Where to Find It. The Reporting Persons undertake to provide to the Issuer, (f) See Item 2(a)-(b) above for citizenship or place of organization, as applicable, of each of the Reporting Read More . 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. 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. (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 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 Libman as Furthermore, the Stockholders Agreement also requires the Issuer to cooperate with the Principal persons.
What Happened To The Wicked Pissah On Wicked Tuna,
Nash County Public Schools Payroll Portal,
Mi Esposo Le Da Dinero A Su Familia,
Articles B