Also, subject to applicable approvals from the compensation committee of the board of directors of the Board, Mr.Libman Mr. West has served as a board member or chair of public and private companies globally including BankUnited (NYSE: BKU), Aktua Soluciones Financieras, Intrepid Aviation Holdings LLC, Green Tree Holdings, Resort Finance America LLC, Triad Financial SM LLC, Williams & Glyns Bank Limited (pre-IPO Transition Board), APCOA Parking Holdings GmbH, & Duo Bank (Walmart Bank) Canada. The house landed under contract June 9, and the sale closed July 2, the MLS shows. TMO, one share of the Issuers ClassB common stock, par value $0.0001 per share (the ClassB Common Stock). He is the architect of the Company's unique business model, and it is his vision that guides the Company. Brian Lee Anderson from Ocean Shores, Washington | VoterRecords.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. Compensation. 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. 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 In addition, prior to the closing of the Business 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 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. In certain circumstances, Principal Stockholders will be entitled to piggyback registration rights in connection with the demand of directors that is greater than 40% of the members of the Board; if the Blackstone Investors or the BL Investors, as the case may be, hold between 30% and 40% of such outstanding shares, such applicable investors will be entitled to designate the 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. 2. 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 Brian Lin is a Managing Director in the Real Estate group. 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 Companies Inc Brian L. Libman oversees our Company's business strategy and has served as the Chairman of our board of directors since the closing of the Business Combination. Principal Stockholder. The consumer-lending platform said a merger with publicly-listed SPAC Replay Acquisition is in place. Email. 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. $280B. Irving, TX and New York, NY (October 13, 2020): Finance of America Equity Capital LLC (Finance of America or the Company) an end-to-end lending and services platform, and Replay Acquisition Corp. (NYSE: RPLA) (Replay Acquisition), a publicly traded special purpose acquisition company, agreed to a business combination that will result in Finance of America becoming a publicly listed company. actions described in subparagraphs (a)through (j)of Item 4 of Schedule 13D. Mr. West earned his M.S. The principal business of TMO is providing real estate-related advisory services, including to the Issuer. the ClassA Common Stock that they may be deemed to beneficially own. purchased with available cash on hand. The shares of ClassB Common Stock have no economic rights, but entitle each holder, Before joining Blackstone, Mr. Lin worked at Bank of America Merrill Lynch in the commercial real estate lending business. Press Room - Finance of America Companies 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 Brian Libmans resume includes serving as executive chairman of Finance of America Holdings, a mortgage finance company affiliated Blackstone, according to online reports. We give you the access and tools to invest like a Wall Street money manager at a Main Street price. 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 Brian Blackstone at The Wall Street Journal - WSJ Share. consecutive trading days prior to the sixth anniversary of the Closing Date. Exhibit 2.2 . Brian Flowers may also have lived outside of Ocean Shores, such as Aberdeen, Lacey and Seattle. individuals nominated as the Companys directors in accordance with the terms of the Stockholders Agreement. and the Continuing Unitholders, FoA Units. in Industrial Engineering and Operations Research from Syracuse University and an M.B.A. from Harvard University. Blackstone Talked With Ken Griffin's Citadel About Buying Stake Note: All figures as of December 31, 2022, unless otherwise indicated. (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 In connection with the proposed business combination, a registration statement on Form S-4 (the Form S-4) is expected to be filed by a newly-formed holding company (New Pubco) with the SEC that will include a proxy statement of Replay Acquisition that will also constitute a prospectus of New Pubco. Finance of America is a unique, highly differentiated platform offering a broad suite of products across a multi-channel distribution network. (a) and (b)Calculations of the percentage of the shares of ClassA Common Stock beneficially owned assumes that there were 59,881,714 shares of Through this platform we offer products and services that meet customers financial needs throughout each phase of their lives. 06880. 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 Reporting Persons undertake to provide to the Issuer, 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 Stockholders Agreement (incorporated by reference to Exhibit 10.2 to the Issuers Current Report on Form 8-K filed on April7, 2021). BTO vote generally. LIBMAN BRIAN L SC 13D/A Filing Concerning FOA on 2022-12-06 Contact Number Brian L Libman is Chairman at Replay Acquisition Corp. See Brian L Libman's compensation, career history, education, & memberships. 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. 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 Brian Blackstone wrote about the European Central Bank from The Wall Street Journal's Frankfurt office. Dr. Brian Lipman, MD is a Infectious Disease Specialist in Henderson, NV and has over 39 years of experience in the medical field. 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. Of these Earnout Rights, one-half will be issued if the volume-weighted average price of the ClassA Common Stock exceeds $12.50 Many of its rooms overlook the stretch of waterway that separates Everglades Island from the Everglades Golf Course. Proceedings Is Required Pursuant to Items2(d) or 2(e). He leads investments in technology, media, telecommunications and financial institutions, while also serving on the investment committee of the companys Tactical Opportunities funds. In connection with the 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 (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 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 Brian Flowers in Ocean Shores, Washington | Phone Number, Email anniversary of the Closing Date. 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. Greenberg Traurig, LLP is acting as legal advisor to Replay Acquisition. 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 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 . 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. anon-shelfregistered offering. Each holder of FoA Units (other than the Issuer and its subsidiaries), a grant date fair value of $10.00 per share. Further information is available at www.blackstone.com. Letter Agreement, dated April 5, 2021, by and among Continuing Unitholder Representative and Replay a***@blackstone.com. 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. Our daily newsletter is FREE and keeps you up to date with the world of mortgage. Built in 1956, the house has six-bedrooms and 7,522 square feet of living space, inside and out. will continue to evaluate the possibility of acquiring additional shares of ClassA Common Stock. Before joining Centerbridge, Mr. West was a Partner Managing Director at Goldman Sachs & Co. LLC, where he headed the firms Principal Finance Group. Brian Libman is 57 years old and was born on 08/04/1965. 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. Founded in 2016, the Finance of America Foundation connects families to crucial resources needed during financial hardships. 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 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). their FoA Units for shares of ClassA Common Stock. 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. (d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar 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. Board Members. Additional information concerning certain of these and other risk factors is contained in Replay Acquisitions most recent filings with the SEC and will be contained in the Form S-4, including the proxy statement/prospectus expected to be filed in connection with the proposed business combination. Replay Acquisition Corp. c/o EMS Capital LP . FoA. Ex-2.4 Private Wealth Management at The Blackstone Group . 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 Your California Privacy Rights/Privacy Policy. 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
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