and the Continuing Unitholders, FoA Units. 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. 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 Lance N. West joined the Companys board of directors upon the closing of the Business Combination. Item5. The companies expect $250 million in funding from institutional investors through private investment in public equity (PIPE) of $10 per share. 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. 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. 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. the sole manager. BTO 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 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. FoA entered into a Stockholders Agreement (the Stockholders Agreement). Select the best result to find their address, phone number, relatives, and public records. The Blackstone-owned consumer lender is set to go public with $1.9b merger. Lived In Montesano WA, Spanaway WA, Renton WA, Puyallup . Brian Matesic is a principal in Blackstone's life-sciences group. 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. 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. 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. identical and subject to the same terms, conditions and requirements. 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 We have built an integrated lending platform which seamlessly connects borrowers with investors. 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. 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. Email. 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 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 (incorporated by reference to Exhibit 2.3 filed with the Registrants Current Report on Form 8-K filed on April7, 2021). (such holders, the Blocker Shareholders), and (iii)certain All Filters. shares to be sold by holders that exercise their related piggyback rights in accordance with the Registration Rights Agreement. He is in the debt capital markets group focusing on the financing of real estate investments in the Americas. He previously worked at [] 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 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 /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 He also served as the Chief Digital Officer for IBM from April 2016 to February 2019. 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), Transaction Agreement (incorporated by reference to Exhibit 10.3 to the Issuers Current Report on Form 8-K filed on April7, 2021). To listen to the prepared remarks, please visit here or dial 1-844-385-9713. Name: Brian Libman Title: Manager [Signature Page to Side Letter Agreement] Acknowledged and Agreed BTO URBAN HOLDINGS L.L.C. 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 Also, subject to applicable approvals from the compensation committee of the board of directors of the Board, Mr.Libman LLC; BTO Urban Holdings L.L.C. Prior to his role with TFO USA, Mr. Pratcher served as the Director of Opportunistic Investments and the Director of Absolute Return Strategies at the New York State Common Retirement Fund from 2007 to 2017. We have also driven product innovation across sectors complemented by successful acquisitions, to broaden product capabilities, distribution reach, and customer sets resulting in growing, cycle-resistant earnings, said Brian Libman, Chairman and Founder of Finance of America. Blackstone Brian Matesic co-led Blackstone's $337 million product investment in Medtronic to fund the development 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 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 Stockholders Agreement also provide each Principal Stockholder with basic information and management rights, as well as detailed venture capital operating company covenants. Continuing Unitholders and the Blocker Shareholders, the Continuing Unitholders and the Blocker Shareholders (filed herewith). 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. Persons. Tactical Opportunities (Tac Opps) is Blackstones opportunistic investment platform. 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 Before joining Blackstone, Mr. Lin worked at Bank of America Merrill Lynch in the commercial real estate lending business. Following the closing of the Business Combination, the Continuing Unitholder Representative and Replay entered into a letter agreement to adjust the amount of The aggregate Watch . Each of Replay Acquisition, Finance of America and New Pubco expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in their expectations withrespect thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law. 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. Mr. Pratcher holds a J.D. Brian Lin is a Managing Director in the Real Estate group. Independent. Replay Acquisitions and Finance of Americas actual results may differ from their expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. develop such plans and may seek to influence management or the Board of the Issuer with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer or other It is anticipated that the combined company will begin with a minimum of $250 million of cash and cash equivalents. ; 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 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. 240.13d-1(f) or 240.13d-1(g), check the following box. 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 transaction implies an equity valuation at closing for the combined company of $1.9 billion. 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. 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 the same service-based vesting conditions as the Replacement RSUs to which they relate, as discussed above. misdemeanors). certainpre-Closingequityholders of. (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 Brian L Libman is Chairman at Replay Acquisition Corp. See Brian L Libman's compensation, career history, education, & memberships. Founded in 2016, the Finance of America Foundation connects families to crucial resources needed during financial hardships. Updated Oct. 13, 2020 8:07 am ET Consumer-lending platform and Blackstone Group portfolio company Finance of America Equity Capital LLC is set to go public with a valuation of $1.9 billion through a blank-check merger, this year's hottest way to list shares. New York, NY 10153 . 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. 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. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer, In connection with the Business Through this platform we offer products and services that meet customers financial needs throughout each phase of their lives. The Reporting Persons acquired the securities reported herein for investment purposes, subject to the following: The information in Item 6 of this Schedule 13D is incorporated herein by reference. 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 Ratings are constrained by higher leverage relative to peers, continued reliance on secured, short-term wholesale funding facilities, elevated key person risk related to its founder and Chairman, Brian Libman, and private equity ownership through an affiliated investment vehicle of Blackstone Inc. (Blackstone; A+/Stable), which could impact the The Reporting Persons undertake to provide to the Issuer, The Tax Receivable Agreements generally provide for the payment by the Issuer to certain owners of FoA prior to the Business Combination (the TRA Parties) 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. Item6. Ocean Shores, Washington. complete and correct. Resides in Ocean Shores, WA. He added: "I liked walking out and sitting by the pool or on the dock and looking over to the golf course. 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 In addition, prior to the closing of the Business These industries include consumer, telecommunications and technology, energy, infrastructure, financial services and real estate, among others. Agent Ashley Lickle ONeil the Lickles daughter co-listed the property with agent Ashley Copeland. 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. 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. The consumer-lending platform said a merger with publicly-listed SPAC Replay Acquisition is in place. Note: All figures as of December 31, 2022, unless otherwise indicated.
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