Unless earlier terminated by agreement of the Principal Ex-2.4 The shares of ClassB Common Stock have no economic rights, but entitle each holder, 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. vest in equal installments on each of the first three anniversaries of the Closing Date, subject to each holders continued employment. Latest Imf News. 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 . The information provided or incorporated by reference in Item 3 is hereby incorporated by reference herein. In addition, prior to the closing of the Business Combination, the Blackstone Investors and the BL Investors entered into a letter agreement pursuant 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). 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. Transaction Agreement (incorporated by reference to Exhibit 10.3 to the Issuers Current Report on Form 8-K filed on April7, 2021). and certain permitted transferees thereof, may on a quarterly basis (subject to the terms of the Exchange Agreement) exchange. in light of the Issuers business, financial condition and operating results, general market and industry conditions or other factors. Blackstone-backed Finance of America to merge with Replay Acquisition Stockholders to assign their rights and obligations under the agreement, in whole or in part, without the Issuers prior written consent. 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. 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). 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 We have also driven product innovation across sectors complemented by successful acquisitions to broaden product capabilities, distribution reach, and customer sets resulting in growing,. The principal business 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 Before joining Centerbridge, Mr. West was a Partner Managing Director at Goldman Sachs & Co. LLC, where he headed the firms Principal Finance Group. 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. 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. Moreover, upon the identical and subject to the same terms, conditions and requirements. 2. Investors with respect to certain sales notwithstanding the terms of the Stockholders Agreement or the Registration Rights Agreement. 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. For example, if a holder of ClassB Common Stock holds 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. 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 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. Agent Elizabeth DeWoody of Compass Florida handled the buyers end of the sale. Urban Financial Sells to Investor Group in $80 Million Deal [update] 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. Flagship hedge-fund operation could be worth up to $7 billion. 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 Each holder of FoA Units (other than the Issuer and its subsidiaries), Item3. Item6. 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 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. The transaction implies an equity valuation at closing for the combined company of $1.9 billion. of 85% of the cash tax benefits, if any, that the Issuer is deemed to realize (calculated using certain simplifying assumptions) as a result of (i)tax basis adjustments as a result of sales and exchanges of units in connection with or A man with the same name is a private equity specialist at The Blackstone Group. 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. brian libman blackstone. 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. Amount in Row (11), Type of Reporting Person (See LIBMAN BRIAN L SC 13D/A Filing Concerning FOA on 2022-08-08 Finance of America is an end-to-end consumer lending and services platform which seamlessly connects borrowers with investors. in Economics from LeMoyne College. -, LIMIT THE USE OF MY SENSITIVE PERSONAL INFORMATION. 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. In addition, subject to certain requirements, the Blackstone Investors and the BL Investors are generally permitted to exchange FoA Units 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.. 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 All of the securities reported herein were acquired for investment purposes. Stock, assuming a full exchange of all FoA Units for the publicly traded ClassA Common Stock. /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 The principal executive offices of the Issuer are located at 909 Lake Carolyn Parkway, Suite 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. Blackstone Tax Receivable Agreement, the Tax Receivable Agreements). 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. ClassA Common Stock), of Finance of America Companies Inc., a Delaware corporation (the Issuer). Ocean Shores, Washington. Credit Suisse Securities (USA) LLC is acting as capital markets advisor to Replay Acquisition. In a statement, Brian Libman, chairman and founder of Finance of America, said the goal is to further expand the firm's capabilities "to serve the full range of borrower needs" and "achieve investor goals while continuing to produce sustainable earnings growth.". Email. 1550, Irving, Texas 75039. herein as beneficially owned by the Reporting Persons. Brian L. Libman. 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. This Schedule 13D (this Schedule 13D) relates to the ClassA common stock, par value $0.0001 per share (the 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. 11:26 am. Sometimes Brian goes by various nicknames including Brian L Ibman, Brian Lewis Libman and Brian L Libman. In his current role as Chairman, Brian Libman oversees Finance of America Companies' business strategy. Blackstone Talked With Ken Griffin's Citadel About Buying Stake RELATED: Palm Beach homes: MLS shows more houses under contract than ever before. their FoA Units for shares of ClassA Common Stock. Brian Lewis Libman, 57 - New Canaan, CT - MyLife Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the ClassA Common Stock reported 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. 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. 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. ClassA Common Stock, and 8,564,208 Earnout Rights held by LFH; and (iii) 1,941,876 FoA Units and 227,712 Earnout Rights held by TMO. It is anticipated that the combined company will begin with a minimum of $250 million of cash and cash equivalents. In June, Blacksttone figured into another sale across town. Exchange Act of 1934, as amended (the Exchange Act) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes). 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. FoA entered into a Stockholders Agreement (the Stockholders Agreement). Brian K Flowers, 48. 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 transaction implies an equity valuation at closing for the combined company of $1.9 billion. The consumer-lending platform said a merger with publicly-listed SPAC Replay Acquisition is in place. purchased with available cash on hand. 240.13d-1(f) or 240.13d-1(g), check the following box. Engage via Email. a grant date fair value of $10.00 per share. Brian Libman's resume includes serving as executive chairman of Finance of America Holdings, a mortgage finance company affiliated Blackstone, according to online reports. The description of the Stockholders Agreement, Exchange Agreement, Registration Rights Agreement, Transaction Agreement, Letter Agreements, Tax Receivable efforts to file a registration statement relating to such demand. Continuing Unitholders and the Blocker Shareholders, the Continuing Unitholders and the Blocker Shareholders (filed herewith). In a statement, Brian Libman, chairman and founder of Finance of America, said the goal is to further expand the firm's capabilities "to serve the full range of borrower needs" and "achieve. Brian Blackstone wrote about the European Central Bank from The Wall Street Journal's Frankfurt office. although, subject to the agreements described herein, the Reporting Persons, at any time and from time to time, may review, reconsider and change their position and/or change their purpose and/or Blackstone's chief executive officer is billionaire and Palm Beach resident Stephen A. Schwarzman. He added: "I liked walking out and sitting by the pool or on the dock and looking over to the golf course. LFH is to make investments, including in securities of the Issuer. Following the closing of the Business Combination, the Continuing Unitholder Representative and Replay entered into a letter agreement to adjust the amount of 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. Stockholders and the Board, the Stockholders Agreement will terminate as to each Principal Stockholder at such time as such Principal Stockholder and its affiliates collectively hold less than 5% of the outstanding shares of ClassA Common Blackstone Investors) and an entity controlled by Brian L. Libman (Brian L. Libman and certain entities controlled by him, the BL Investors and, together with the Blackstone Investors, the Principal Securities Act). Through this platform we offer products and services that meet customers financial needs throughout each phase of their lives. in Electrical Engineering from Tufts University in 1982. Fitch Downgrades Finance of America to 'B-', Outlook Negative earlier of the sixth anniversary of the Closing Date or such earlier date when all outstanding Replacement RSU and Earnout Right RSU awards have been settled or otherwise forfeited, the Continuing Unitholders and Blocker Shareholders have agreed to LIBMAN BRIAN L SC 13D/A Filing Concerning FOA on 2022-12-06 2. The Blackstone-owned consumer lender is set to go public with $1.9b merger. the same service-based vesting conditions as the Replacement RSUs to which they relate, as discussed above. 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. Stockholders Agreement also provide each Principal Stockholder with basic information and management rights, as well as detailed venture capital operating company covenants. Alexander Libman's Phone Number and Email Last Update. Contact Number Brian Libman We found 19 records for Brian Libman in FL, CT and 7 other states. These shares were The Reporting Persons intend to review on a continuing basis their investment in will continue to evaluate the possibility of acquiring additional shares of ClassA Common Stock. the beneficial owner of the ClassA Common Stock referred to herein for purposes of Section13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial Pursuant to the LTIP Award Settlement Agreement (the LTIP Award Settlement Agreement), Through this platform we offer products and services that meet customers financial needs throughout each phase of their lives. 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. Registration Rights Agreement (incorporated by reference to Exhibit 10.3 to the Issuers Current Report on 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 In addition, the Stockholders Agreement permits the Issuers Principal Blackstone-backed Finance of America to go public through SPAC deal 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. 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 The of the Issuer (Blocker Merger Sub), Blackstone Tactical Opportunities Fund (Urban Feeder) NQ L.P., a Delaware limited partnership (Blocker), Blackstone Tactical Opportunities Associates NQ L.L.C. Units and 227,712 Earnout Rights. Brian Kaufman - Blackstone Blackstone is a full-service, private-equity funded investment bank based out of New York. (f) See Item 2(a)-(b) above for citizenship or place of organization, as applicable, of each of the Reporting BL Investors Tax Receivable Agreement (incorporated by reference to Exhibit 10.7 to the Issuers Current Ms. Corio also held positions in credit and risk management and investor relations. 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. Numberof shares beneficially Credit & Insurance. 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 . Exhibit 2.2 . The Reporting Persons undertake to provide to the Issuer, the ClassA Common Stock that they may be deemed to beneficially own. Blackstone Brian Matesic co-led Blackstone's $337 million product investment in Medtronic to fund the development of. (d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar and Libman Family Holdings LLC, solely in their joint capacity as the representative of the Continuing Unitholders (defined The Registration Rights Agreement also provides that the Issuer will pay certain expenses relating to such registrations and TMO, one share of the Issuers ClassB common stock, par value $0.0001 per share (the ClassB Common Stock). 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. Blackstone Tactical Opportunities, a subsidiary of Blackstone Group, will own 70% of the combined company, which is valued at $1.9 billion. Interest in Securities of the Issuer. 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 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 www.replayacquisition.com, Blackstone is one of the worlds leading investment firms. 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. The principal business of TMO is providing real estate-related advisory services, including to the Issuer.
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