Ms. Corio currently serves as a Senior Managing Director at OEP. 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 BTO Audit. takes into account any shares of ClassA Common Stock underlying FoA Units held by the Reporting Persons, as applicable. 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. Letter Agreement, dated March 31, 2021, by and among Libman Family Holdings LLC; The Mortgage Opportunity Group RELATED: Palm Beach homes: MLS shows more houses under contract than ever before. Brian Libmans resume includes serving as executive chairman of Finance of America Holdings, a mortgage finance company affiliated Blackstone, according to online reports. (c) Except as set forth in Item 3 of this Schedule 13D, none of the Reporting Persons Resides in Ocean Shores, WA. 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 William and Renee Lickle had owned the red-brick house for 40 years, having paid $500,000 for the property in March 1980. Unless earlier terminated by agreement of the Principal The principal executive offices of the Issuer are located at 909 Lake Carolyn Parkway, Suite The Reporting Persons undertake to provide to the Issuer, 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), securities purchased pursuant to PIPE Agreements executed concurrently with the execution of the Transaction Agreement or on the open market. 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. 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. 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. Blackstone Tax Receivable Agreement, the Tax Receivable Agreements). New York, NY 10153 . Securities Act). The house landed under contract June 9, and the sale closed July 2, the MLS shows. purchased with available cash on hand. Differentiated End-to-End Cycle Resistant Platform in Consumer and Business Lending , Secular Mortgage Industry Tailwinds and Multiple Avenues for Growth , Funds Managed by Blackstone Tactical Opportunities and FOAs Management/Founder Will Retain Approximately 70% Equity Ownership Post-Closing . Item5. All text and design is copyright 2020 WhaleWisdom.com. Business Combination, concurrently with the Closing, the Issuer and the Principal Stockholders entered into a Registration Rights Agreement (the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, upon If the Issuer exercises its right to terminate the Tax Receivable Agreements or in the case of a change in control of the Issuer or a material breach of the 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. Furthermore, the Stockholders Agreement also requires the Issuer to cooperate with the Principal 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 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. Brian Blackstone wrote about the European Central Bank from The Wall Street Journal's Frankfurt office. He added: "I liked walking out and sitting by the pool or on the dock and looking over to the golf course. 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. 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. 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. indemnify the registration rights holders against (or make contributions in respect of) certain liabilities which may arise under the Securities Act. 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 Principal Stockholder. Pursuant to the Stockholders Agreement, each of certain funds affiliated with Blackstone (the consequences to the Issuer of the obligation to settle such awards Accordingly, in connection with the settlement of each vested Replacement RSU award and any related Earnout Right RSUs for which the earnout condition is achieved, the Continuing The transaction will require the approval of the shareholders of Replay Acquisition, and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. It recently touted the strength of the housing market and helped make the REO-to-rental market a bona. 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 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. their FoA Units for shares of ClassA Common Stock. of a Group (See Instructions), Check if Disclosure of Legal 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 He previously worked at [] Our daily newsletter is FREE and keeps you up to date with the world of mortgage. 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. Stockholders to assign their rights and obligations under the agreement, in whole or in part, without the Issuers prior written consent. Brian Lin is a Managing Director in the Real Estate group. Watch . Stockholders Agreement (incorporated by reference to Exhibit 10.2 to the Issuers Current Report on Form 8-K filed on April7, 2021). Until the The guiding principle of Customers First, Last and Always has helped drive Finance of Americas success. Lance N. West joined the Companys board of directors upon the closing of the Business Combination. In addition, in connection with the Business Combination, the Issuer issued to each of the Continuing Unitholders, including LFH and Report on Form 8-K filed on April7, 2021). 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 Flagship hedge-fund operation could be worth up to $7 billion. [Finance of America Companies Inc. Schedule 13D]. Alexander Libman's Phone Number and Email Last Update. LTIP Award Settlement Agreement, dated as of October12, 2020, by and among the Issuer, FoA, the 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 Mr. Safras partners on the transaction include Lance West, former Senior Managing Director of Centerbridge Partners and former Chairman & CEO of Centerbridge Partners Europe. Blackstone Announces Appointment of Brian X. Tierney as Global Head of Infrastructure Portfolio Operations and Asset Management; Steve Bolze to Retire and to Become Executive Advisor July 26, 2021 . Moreover, upon the His coverage areas included monetary policy, the European economy and the ECB's response to . He is a male registered to vote in Grays Harbor County, Washington. The shares of ClassB Common Stock have no economic rights, but entitle each holder, The Blackstone-owned consumer lender is set to go public with $1.9b merger. The transaction implies an equity valuation at closing for the combined company of $1.9 billion. Ocean Shores, Washington. a grant date fair value of $10.00 per share. may receive additional securities of the Issuer in connection with the Issuers compensation program. Combination, and concurrently with the closing of the Business Combination on April1, 2021 (the Closing and such date, the Closing Date), the Issuer and 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 Norma C. Corio joined the Companys board of directors upon the closing of the Business Combination. Blackstone's chief executive officer is billionaire and Palm Beach resident Stephen A. Schwarzman. Private Wealth Management at The Blackstone Group . 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. applicable investors will be entitled to designate the lowest whole number of directors that is greater than 10% of the members of the Board. a***@blackstone.com. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer, In connection with the Business At Blackstone, Brand is senior managing director and serves as co-head of U.S. acquisitions for the companys private equity group, according to the companys website. The description of the Stockholders Agreement, Exchange Agreement, Registration Rights Agreement, Transaction Agreement, Letter Agreements, Tax Receivable the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference. include a signed original and five copies of the schedule, including all exhibits. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Blackstone is a full-service, private-equity funded investment bank based out of New York. 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. 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. Brian L. Libman. efforts to file a registration statement relating to such demand. To listen to the prepared remarks, please visit here or dial 1-844-385-9713. Units and 227,712 Earnout Rights. 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 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 Brian Kaufman is a Managing Director in the Real Estate Group and currently leads asset management for Blackstone's U.S. hospitality portfolio. In connection with the 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 Exhibit 2.2 . 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. 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. Pursuant to the terms of the Amended and Restated Long-Term Incentive Plan (the LTIP), FoA granted to each employee who held phantom units 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 Lived In Montesano WA, Spanaway WA, Renton WA, Puyallup . The Registration Rights Agreement also provides that the Issuer will pay certain expenses relating to such registrations and He is the architect of the Company's unique business model . Under the Securities Exchange Act of 1934, ClassA He also served as the Chief Digital Officer for IBM from April 2016 to February 2019. Select the best result to find their address, phone number, relatives, and public records. and Libman Family Holdings LLC, solely in their joint capacity as the representative of the Continuing Unitholders (defined Many of its rooms overlook the stretch of waterway that separates Everglades Island from the Everglades Golf Course. herein as beneficially owned by the Reporting Persons. My friends, playing golf, would wave at me.. 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. A man with the same name is a private equity specialist at The Blackstone Group. In addition, prior to the closing of the Business Combination, the Blackstone Investors and the BL Investors entered into a letter agreement pursuant Investors with respect to certain sales notwithstanding the terms of the Stockholders Agreement or the Registration Rights Agreement. The principal business of TMO is providing real estate-related advisory services, including 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 Agent Elizabeth DeWoody of Compass Florida handled the buyers end of the sale. 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. 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 certainpre-Closingequityholders of. Ms. Corio also held positions in credit and risk management and investor relations. 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 Our daily newsletter is FREE and keeps you up to date with the world of mortgage. Mr. Lord holds a B.S. The Reporting Persons own In addition, in his capacity as Chairman of the Board of Directors and as a member of the Issuers compensation committee, Credit & Insurance. 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. average price of the ClassA Common Stock exceeds certain thresholds. All Filters. Sometimes Brian goes by various nicknames including Brian L Ibman, Brian Lewis Libman and Brian L Libman. Dr. Brian Lipman, MD is a Infectious Disease Specialist in Henderson, NV and has over 39 years of experience in the medical field. The remainder of this cover page shall be filled out for a reporting persons initial filing on this form 2. 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 The Board of Directors of Replay Acquisition and the Board of Finance of Americas parent company have unanimously approved the transaction. in Electrical Engineering from the California Institute of Technology in 1983, and graduated magna cum laude with a B.S. 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. 2. Our platform is product agnostic, with the ability to shift our focus and resources as the opportunity set changes. 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 Pursuant to earnout provisions in the Transaction Agreement, the holders of Earnout Rights are entitled to receive shares of ClassA Common Stock or FoA 11:26 am. the ClassA Common Stock that they may be deemed to beneficially own. 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 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 foregoing list of factors is not exclusive. Prior to joining OEP in 2018, Ms. Corio served as the CFO of American Express Global Business Travel from June 2014 to June 2017. Follow Blackstone on Twitter @Blackstone. 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 Blackstone has discussed buying a stake in Ken Griffin's Citadel, whose hedge fund could be worth between $5 billion and $7 billion. the sole manager. The nomination rights of each Principal Stockholder are substantially average price of $5.22 per share (these shares were purchased in multiple transactions ranging from $5.16 to $5.25, inclusive); and (iv)on August19, 2021, Mr.Libman and an entity for which Mr.Libman serves as a trustee In his capacity as Chairman of the Board of 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 ; 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 In addition, the Registration Rights Agreement entitles the Principal (f) See Item 2(a)-(b) above for citizenship or place of organization, as applicable, of each of the Reporting 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. 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. 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 Finance of America is a unique, highly differentiated platform offering a broad suite of products across a multi-channel distribution network. In addition, the Stockholders Agreement permits the Issuers Principal The following shares of the Issuers ClassA Common Stock were purchased following the Business Combination: (i)on August16, 2021, . 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 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. Ms. Corio previously worked for JPMorgan Chase from October 1982 to March 2013 where she held various positions, including Treasurer and, separately, Head of Restructuring within the Investment Banking division, where she led corporate financings from June 1995 to August 2008. Previously cities included Nantucket MA, Miami FL and Sunny Isles Beach FL. 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 Note: Schedules filed in paper format shall 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 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. Resides in Ocean Shores, WA. Check the Appropriate Box if a Member Brian Edward Carroll, 56. 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 Please complete the form below and click on SIGN UP to receive daily e-newsletters from. and certain permitted transferees thereof, may on a quarterly basis (subject to the terms of the Exchange Agreement) exchange. The Tac Opps team invests globally across asset classes, industries and geographies, seeking to identify and execute on attractive, differentiated investment opportunities. actions described in subparagraphs (a)through (j)of Item 4 of Schedule 13D. These industries include consumer, telecommunications and technology, energy, infrastructure, financial services and real estate, among others. In addition to the Replacement RSUs, participants in the Amended and Restated Long-Term Incentive Plan will be entitled to receive additional Earnout Right in Industrial Engineering and Operations Research from Syracuse University and an M.B.A. from Harvard University. The transaction implies an equity valuation at closing for the combined company of $1.9 billion. $280B. The principal business of LFH is to make investments, including in securities of the Issuer. 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. Engage via Email. interests in partnership capital or profits. Mr. Lord has served as an IBM Senior Vice President of the Weather Company and IBM Alliances since January 2022. 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 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.