Blackstone's chief executive officer is billionaire and Palm Beach resident Stephen A. Schwarzman. Blackstone Tax Receivable Agreement, the Tax Receivable Agreements). The principal business of TMO is providing real estate-related advisory services, including to the Issuer. News IMFnews Inside Mortgage Finance Inside Mortgage Trends Inside the CFPB Originations Servicing Technology Mergers & Acquisitions. 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). Contact Number 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 Credit & Insurance. The aggregate 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 include a signed original and five copies of the schedule, including all exhibits. Board Members. anniversary of the Closing Date. 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. Ms. Corio also held positions in credit and risk management and investor relations. The Registration Rights Agreement also provides that the Issuer will pay certain expenses relating to such registrations and 11:26 am. LLC; BTO Urban Holdings L.L.C. 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. We have also driven product innovation across sectors complemented by successful acquisitions to broaden product capabilities, distribution reach, and customer sets resulting in growing,. Follow Blackstone on Twitter @Blackstone. 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.. Jan 02, 2022. Amount in Row (11), Type of Reporting Person (See 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. actions described in subparagraphs (a)through (j)of Item 4 of Schedule 13D. Blackstone Tactical Opportunities, a subsidiary of Blackstone Group, will own 70% of the combined company, which is valued at $1.9 billion. I upgraded everything the kitchen, twice, he said. 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. Read More . (incorporated by reference to Exhibit 2.3 filed with the Registrants Current Report on Form 8-K filed on April7, 2021). trading day period. Report on Form 8-K filed on April7, 2021). The Tac Opps team invests globally across asset classes, industries and geographies, seeking to identify and execute on attractive, differentiated investment opportunities. Our daily newsletter is FREE and keeps you up to date with the world of mortgage. 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 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 LTIP Award Settlement Agreement (the LTIP Award Settlement Agreement), Mr. West earned his M.S. anon-shelfregistered offering. Our daily newsletter is FREE and keeps you up to date with the world of mortgage. -, LIMIT THE USE OF MY SENSITIVE PERSONAL INFORMATION. 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. Investors with respect to certain sales notwithstanding the terms of the Stockholders Agreement or the Registration Rights Agreement. Directors of the Issuer, Mr.Libman intends to continue taking an active role in the Issuers management. 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 The Reporting Persons undertake to provide to the Issuer, 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. 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. 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 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. the Blackstone Investors and the BL Investors will separately be entitled to designate to the Board increases and/or decreases on a sliding scale such that, for example, if the Blackstone Investors or the BL Investors, as the case may be, hold more certainpre-Closingequityholders of. Exchange Agreement (incorporated by reference to Exhibit 10.5 to the Issuers Current Report on Form 8-K filed on April7, 2021). 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. 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 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 The nomination rights of each Principal Stockholder are substantially TMO, one share of the Issuers ClassB common stock, par value $0.0001 per share (the ClassB Common Stock). Finance of America is an end-to-end consumer lending and services platform which seamlessly connects borrowers with investors. brian libman blackstone. Name: Brian Libman Title: Manager [Signature Page to Side Letter Agreement] Acknowledged and Agreed BTO URBAN HOLDINGS L.L.C. 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. a grant date fair value of $10.00 per share. Business Combination, concurrently with the Closing, the Issuer and the Principal Stockholders entered into a Registration Rights Agreement (the Registration Rights Agreement). Mr. Pratcher holds a J.D. Securities Act). Principal Stockholder. Ms. Corio serves as a member of the board of directors of public companies Cicor Technologies Ltd. (SWX:CICN-CH) and GO Acquisition Corp. (NYSE:GOAC.U), a SPAC, and private companies Omni Environmental Solutions, Wood Technologies International, and Bibliotheca. average price of the ClassA Common Stock exceeds certain thresholds. Most of these factors are outside Replay Acquisitions and Finance of Americas control and are difficult to predict. 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 vote generally. Finance of America is set to merge with the special-purpose acquisition company, or [] Registration Rights Agreement (as defined below). 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 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 Dr. Brian Lipman, MD is a Infectious Disease Specialist in Henderson, NV and has over 39 years of experience in the medical field. 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., Menes Chee, Senior Managing Director at Blackstone, said: Blackstone is proud to have supported the Companys significant growth since its founding becoming a leader and innovator in the market. Brian Edward Carroll, 56. Brian L. Libman. Mr. Libman submatriculated with honors from The Wharton School at the University of Pennsylvania, having earned both his M.B.A. and B.S.E. Nominating and Corporate Governance. 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 Tactical Opportunities (Tac Opps) is Blackstones opportunistic investment platform. indemnify the registration rights holders against (or make contributions in respect of) certain liabilities which may arise under the Securities Act. Replay Acquisition will file an investor presentation relating to the proposed transaction with the U.S. Securities and Exchange Commission (the SEC) as an exhibit to a Current Report on Form 8-K prior to the call, which will be available on the SECs website at www.sec.gov. FoA. The Blackstone-owned consumer lender is set to go public with $1.9b merger. has effected any transaction in ClassA Common Stock in the past 60 days. Form 8-K filed on April7, 2021). 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. These industries include consumer, telecommunications and technology, energy, infrastructure, financial services and real estate, among others. The transaction implies an equity valuation at closing for the combined company of $1.9 billion. Your California Privacy Rights/Privacy Policy. 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. April 1, 2021 . (Blocker GP), BTO Urban Holdings L.L.C., Blackstone Family Tactical Opportunities Investment Partnership NQ ESC L.P., a Delaware limited partnership, LFH, TMO, L and TF, LLC, a North Carolina limited liability Watch . 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 address of the principal business office of Mr.Libman, LFH and TMO is 12 Wilton Road, Westport, CT 06880, Attn: Brian Libman, New Canaan, CT Further information is available at www.blackstone.com. 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. He also served as the Chief Digital Officer for IBM from April 2016 to February 2019. complete and correct. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is immediately prior to the effectiveness of the merger of Blocker Merger Sub with and into Blocker, including Blackstone Tactical Opportunities Associates NQ L.L.C. 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. He is a male registered to vote in Grays Harbor County, Washington. 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. www.financeofamerica.com, Founded by Edmond Safra, Gregorio Werthein and Gerardo Werthein, Replay Acquisition Corp. is a NYSE-listed blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses on industries that we believe have favorable prospects and a high likelihood of generating strong risk-adjusted returns for our shareholders. efforts to file a registration statement relating to such demand. 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. 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 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. individuals nominated as the Companys directors in accordance with the terms of the Stockholders Agreement. in Industrial Engineering and Operations Research from Syracuse University and an M.B.A. from Harvard University. 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 It is anticipated that the combined company will begin with a minimum of $250 million of cash and cash equivalents. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Important Information About the Proposed Business Combination and Where to Find It. 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 Through this platform we offer products and services that meet customers financial needs throughout each phase of their lives. We give you the access and tools to invest like a Wall Street money manager at a Main Street price. 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. 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. 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. in Political Science from Hampton University. Mr. West previously served as Partner and Senior Managing Director of Centerbridge Partners and former Chairman & CEO of Centerbridge Partners Europe from 2006 to 2018. All of the securities reported herein were acquired for investment purposes. 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. Finance of America Companies Inc Brian Blackstone wrote about the European Central Bank from The Wall Street Journal's Frankfurt office. The Reporting Persons intend to review on a continuing basis their investment in Of these Earnout Rights, one-half will be issued if the volume-weighted average price of the ClassA Common Stock exceeds $12.50 RSUs if the Issuer achieves specified volume-weighted average price per share targets of $12.50 per share and $15.00 per share during the six year period following the transaction, subject to continued employment. . Proceedings Is Required Pursuant to Items2(d) or 2(e). Note: Schedules filed in paper format shall The deal is expected to close in the first half of 2021. Greenberg Traurig, LLP is acting as legal advisor to Replay Acquisition. Select the best result to find their address, phone number, relatives, and public records. in such offering. In the deal on. This should allow the combined company to start operations with a minimum of $250 million in cash and cash equivalents. other tax benefits related to entering into the Tax Receivable Agreements, including tax benefits attributable to making payments under the Tax Receivable Agreements.
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