In connection with the Business Combination, concurrently with the Closing, the Issuer entered into a Tax Receivable Agreement with certain Brian Edward Carroll, 56. Libman as the sole manager. In partnership with former Lehman Brothers Managing Director Brian Libman, Blackstone is trying to carry out a "roll-up" strategy. He leads investments in technology, media, telecommunications and financial institutions, while also serving on the investment committee of the companys Tactical Opportunities funds. ownedby each reporting person with: Aggregate Amount Beneficially Owned by Each Reporting Person, Check if the Aggregate Amount in Row keep free and clear of any pledge or other encumbrance a number of FoA Units or shares of ClassA Common Stock, respectively to satisfy their settlement obligations under the LTIP Award Settlement Agreement. 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. All text and design is copyright 2020 WhaleWisdom.com. Lived In Montesano WA, Spanaway WA, Renton WA, Puyallup . Item3. 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. Built in 1956, the house has six-bedrooms and 7,522 square feet of living space, inside and out. Best Match Powered by Whitepages Premium AGE 50s Brian Mitchell Libman Delray Beach, FL (Kings Point) Aliases Brian M Lebman View Full Report Addresses FoA entered into a Stockholders Agreement (the Stockholders Agreement). 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. As a holder exchanges FoA Units for shares of ClassA Common Stock, the voting power afforded to such holder of FoA Units by their shares of Stockholders Agreement (incorporated by reference to Exhibit 10.2 to the Issuers Current Report on Form 8-K filed on April7, 2021). Resides in Ocean Shores, WA. Investor Conference Call/Webcast Information. Note: All figures as of December 31, 2022, unless otherwise indicated. Report on Form 8-K filed on April7, 2021). BTO The following shares of the Issuers ClassA Common Stock were purchased following the Business Combination: (i)on August16, 2021, Over half of the sponsors founder shares of Replay Acquisition will be deferred and subject to share price hurdles. 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, The aggregate anon-shelfregistered offering. 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. The sellers made a variety of changes to the property over the years, expanding the house with a second-story addition and extending the living room onto a lakeside terrace. Flagship hedge-fund operation could be worth up to $7 billion. 240.13d-1(f) or 240.13d-1(g), check the following box. 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. securities purchased pursuant to PIPE Agreements executed concurrently with the execution of the Transaction Agreement or on the open market. 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, ; 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 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. Prior to joining Goldman Sachs & Co. LLC in 1999, he was founder and CEO of Greenthal Realty Partners LP and GRP Financial LLC from 1992 to 1999. Alexander Libman's Phone Number and Email Last Update. Our daily newsletter is FREE and keeps you up to date with the world of mortgage. 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). Letter Agreement, dated April 5, 2021, by and among Continuing Unitholder Representative and Replay 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 complete and correct. (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 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. interests in partnership capital or profits. Ms. Corio also held positions in credit and risk management and investor relations. Pursuant to the terms of the Amended and Restated Long-Term Incentive Plan (the LTIP), FoA granted to each employee who held phantom units Alexander Libman is a Private Wealth Management at The Blackstone Group based in New York City, New York. 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. (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 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. In the deal on. persons. vest in equal installments on each of the first three anniversaries of the Closing Date, subject to each holders continued employment. FoA. purchased with available cash on hand. Contact Number average price of the ClassA Common Stock exceeds certain thresholds. Mr.Libman and an entity for which Mr.Libman serves as a trustee purchased 25,287 and 71,969 shares, respectively, at a weighted average price of $5.16 per share (these shares were purchased in multiple transactions ranging from $5.075 to 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. . Directors of the Issuer, Mr.Libman intends to continue taking an active role in the Issuers management. ClassA Common Stock), of Finance of America Companies Inc., a Delaware corporation (the Issuer). These shares were All Filters. The Board of Directors of Replay Acquisition and the Board of Finance of Americas parent company have unanimously approved the transaction. 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. 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 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. (the Exchange Agreement). 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. 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 anniversary of the Closing Date. "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.". Independent. Board Members. Brown Harris Stevens was on the sellers side. A longtime Palm Beach couple has sold their Everglades Island house at 568 Island Drive to a limited liability company affiliated with Martin Brand, according to the deed recorded Friday at $10 million. Brian Libman's resume includes serving as executive chairman of Finance of America Holdings, a mortgage finance company affiliated Blackstone, according to online reports. 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 has effected any transaction in ClassA Common Stock in the past 60 days. 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. Business Combination, concurrently with the Closing, the Issuer and the Principal Stockholders entered into a Registration Rights Agreement (the Registration Rights Agreement). in light of the Issuers business, financial condition and operating results, general market and industry conditions or other factors. violation with respect to such laws. We moved 1 foot off the island," Lickle quipped. 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. Product offerings include mortgages, reverse mortgages, and loans to residential real estate investors distributed across retail, third party network, and digital channels. 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. Ms. Corio currently serves as a Senior Managing Director at OEP. (c) Except as set forth in Item 3 of this Schedule 13D, none of the Reporting Persons 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 include a signed original and five copies of the schedule, including all exhibits. Holders of shares of ClassB Common Stock will vote together with holders of ClassA Common Stock as a single class on all matters on which stockholders are entitled to vote generally, except as otherwise required by law. 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. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of Replay Acquisitions directors and executive officers in Replay Acquisitions Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC on March 25, 2020. BL Investors Tax Receivable Agreement (incorporated by reference to Exhibit 10.7 to the Issuers Current His coverage areas included monetary policy, the European economy and the ECB's response to . 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. Finance of America seamlessly connects borrowers with investors. 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. the sixth anniversary of the Closing Date; and (ii) 9,000,000 Earnout Securities, in the aggregate, in the event that the average trading price of the ClassA Common Stock is $15.00 or greater for any 20 trading days within a period of 30 misdemeanors). A telephone replay will be available at 1-844-385-9713, replay pin number: 52917. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Simpson Thacher & Bartlett LLP is acting as legal advisor to Finance of America. and the Continuing Unitholders, FoA Units. in Industrial Engineering and Operations Research from Syracuse University and an M.B.A. from Harvard University. will continue to evaluate the possibility of acquiring additional shares of ClassA Common Stock. The Company operates in four large and growing markets including Mortgage, Reverse Mortgage, Commercial Real Estate, and Fixed Income Investing, with each supported by powerful structural tailwinds such as low interest rates, underserved markets, fragmented competition, constructive demographic trends, and favorable supply and demand imbalances, which lower volatility and create stable, growing earnings. 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. Audit. /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 Robert W. Lordjoined the Companys board of directors upon the closing of the Business Combination. Engage via Email. The consumer-lending platform said a merger with publicly-listed SPAC Replay Acquisition is in place. 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. Greenberg Traurig, LLP is acting as legal advisor to Replay Acquisition. 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 LLC; BTO Urban Holdings L.L.C. Pursuant to the Stockholders Agreement, each of certain funds affiliated with Blackstone (the He is in the debt capital markets group focusing on the financing of real estate investments in the Americas. Mr. Lord also served as Senior Vice President of Cognitive Applications, Blockchain, and Ecosystems at IBM from February 2019 to January 2022. In connection with the Business Combination, concurrently with the Closing, the Issuer, FoA and the Continuing Unitholders entered into an Exchange Agreement The 15 could change the way Californian businesses are taxed, Mortgage rates rise for fourth straight week reaction pours in, Time to reassess office space in a post-COVID world, Residential lending slump deepened at the end of 2022 ATTOM. Blackstone has discussed buying a stake in Ken Griffin's Citadel, whose hedge fund could be worth between $5 billion and $7 billion. 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 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 In connection with the Resides in Ocean Shores, WA. "Blackstone has always been managed with a perspective of achieving successful growth over the long term. The transaction implies an equity valuation at closing for the combined company of $1.9 billion. Continuing Unitholders and the Blocker Shareholders, the Continuing Unitholders and the Blocker Shareholders (filed herewith). April 1, 2021 . 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. Check the Appropriate Box if a Member 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. in Electrical Engineering from Tufts University in 1982. 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. a grant date fair value of $10.00 per share. Unless earlier terminated by agreement of the Principal The transaction is expected to close in the first half of 2021. Mr. Lord has served as an IBM Senior Vice President of the Weather Company and IBM Alliances since January 2022. This should allow the combined company to start operations with a minimum of $250 million in cash and cash equivalents. Through this platform we offer products and services that meet customers financial needs throughout each phase of their lives. He began his career at Lehman Brothers and spent more than a decade developing the loan acquisition, servicing and lending businesses there, including the creation of Aurora Loan Services, one of the nations leading alternative mortgage originators and servicers. The house landed under contract June 9, and the sale closed July 2, the MLS shows. 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 Estimated cash proceeds will consist of the PIPE in addition to Replay Acquisitions $288 million of cash in trust, subject to redemptions. 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. $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 in Political Science from Hampton University. Moving forward as a public company, we believe Finance of America is poised for continued success together with its new investment partners and exceptional management team.. Brian L. Libman. Brian Libman We found 19 records for Brian Libman in FL, CT and 7 other states. Attn: Legal and Compliance 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. Pursuant to the terms and conditions of the Stock Purchase Agreement (the " Stock Purchase Agreement "), dated as of December 6, 2022, by and among the Issuer and Libman Family Holdings, LLC, a Connecticut limited liability company (the . 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 Brian Libman is 57 years old and was born on 08/04/1965. not treated as a publicly traded partnership for U.S. federal income tax purposes. See Rule 13d-7 for other parties to whom copies are to be sent. Share. Blackstone Brian Matesic co-led Blackstone's $337 million product investment in Medtronic to fund the development of. 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 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 The Tac Opps team invests globally across asset classes, industries and geographies, seeking to identify and execute on attractive, differentiated investment opportunities. In the deal on Nightingale Trail, listing agent Maryann Chopp of Sotheby's International Realty acted opposite agent Gary Pohrer of Douglas Elliman Real Estate. On June 9, 2022, Mr. Libman was granted 47,619 restricted stock units, which vest on the earlier of (i) June 9, 2023 or (ii) the first regularly scheduled annual meeting of the stockholders of the Issuer following the grant date and each of which represents a contingent right to receive one share of Class A Common Stock of the Issuer. This Schedule 13D (this Schedule 13D) relates to the ClassA common stock, par value $0.0001 per share (the The Reporting Persons intend to review on a continuing basis their investment in Principal Stockholder. Our platform is product agnostic, with the ability to shift our focus and resources as the opportunity set changes. 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 The Blackstone-owned consumer lender is set to go public with $1.9b merger. 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. The Grant Date RSUs will be settled on or promptly following the 181st date following the Closing Date. Mr. Safras partners on the transaction include Lance West, former Senior Managing Director of Centerbridge Partners and former Chairman & CEO of Centerbridge Partners Europe. My friends, playing golf, would wave at me.. 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 . Replay Acquisition Corp. c/o EMS Capital LP . He is a male registered to vote in Grays Harbor County, Washington. For example, if a holder of ClassB Common Stock holds 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. The principal business of TMO is providing real estate-related advisory services, including to the Issuer. 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. Our $564. In certain circumstances, Principal Stockholders will be entitled to piggyback registration rights in connection with the demand of Unitholders., As a result of the Business Combination and the transactions contemplated by the Transaction Agreement, (i)LFH received Cash proceeds for the new company will include the PIPE capital and $288 million of cash in trust from Replay Acquisition. 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 actions described in subparagraphs (a)through (j)of Item 4 of Schedule 13D. Any ClassA Common Stock received by the Blackstone Investors or the BL Investors in any such exchange during the applicable restricted periods would be subject to FormS-3)after receipt of a demand for such registration, the Issuer will be required to use its reasonable best efforts to file a registration statement relating to such demand.