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. 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. 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 in Political Science from Hampton University. Units (based on whether such person held ClassA Common Stock or FOA Units, respectively, after the closing of the Transaction Agreement) if, from the closing of the Business Combination until the sixth anniversary thereof, the volume-weighted and certain permitted transferees thereof, may on a quarterly basis (subject to the terms of the Exchange Agreement) exchange. In addition, prior to the closing of the Business Combination, the Blackstone Investors and the BL Investors entered into a letter agreement pursuant 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 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.. misdemeanors). 11:26 am. 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 Before joining the RockCreek Group in 2020, Mr. Pratcher served as the Head of Investments at TFO USA from 2017 to 2019. $5.20, inclusive); (ii) on August17, 2021, Mr.Libman and an entity for which Mr.Libman serves as a trustee purchased 15,896 and 45,241 shares, respectively, at a weighted average price of $5.24 per share (these shares were 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. We provide the first and only end-to-end vertically integrated platform in the lending business. All Filters. 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. Share. A man with the same name is a private equity specialist at The Blackstone Group. -, LIMIT THE USE OF MY SENSITIVE PERSONAL INFORMATION. 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. Mr. West earned his M.S. Nominating and Corporate Governance. Latest Imf News. Flagship hedge-fund operation could be worth up to $7 billion. Brian Lin is a Managing Director in the Real Estate group. Brian Flowers may also have lived outside of Ocean Shores, such as Aberdeen, Lacey and Seattle. The principal business of TMO is providing real estate-related advisory services, including to the Issuer. 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 Issuer may impose restrictions on exchange that it determines to be necessary or advisable so that the Issuer is 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. (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 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 Select the best result to find their address, phone number, relatives, and public records. 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. Our daily newsletter is FREE and keeps you up to date with the world of mortgage. 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. Securities Act). 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. 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. Exchange Agreement (incorporated by reference to Exhibit 10.5 to the Issuers Current Report on Form 8-K filed on April7, 2021). 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. 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), 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). 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. 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. Item3. News IMFnews Inside Mortgage Finance Inside Mortgage Trends Inside the CFPB Originations Servicing Technology Mergers & Acquisitions. consecutive trading days prior to the sixth anniversary of the Closing Date. Common Stock, par value $0.0001 per share, Attn: He is in the debt capital markets group focusing on the financing of real estate investments in the Americas. Finance of America is a unique, highly differentiated platform offering a broad suite of products across a multi-channel distribution network. Brian Edward Carroll, 56. Meanwhile, Cook and Brian Libman, the founder of Finance of America, worked with West, a partner in Centerbridge, during their days as executives at Green Tree Servicing (a company that was merged into the now-defunct Ditech). Brian Lee Anderson's Washington Voter Registration. The deal is expected to close in the first half of 2021. In connection with the acquisitions described in this Schedule 13D, the Reporting Persons have evaluated and and the Continuing Unitholders, FoA Units. 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 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. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom. Lived In Aberdeen WA, Lacey WA, Seattle WA, Huntsville AL . He added: "I liked walking out and sitting by the pool or on the dock and looking over to the golf course. The description of the Stockholders Agreement, Exchange Agreement, Registration Rights Agreement, Transaction Agreement, Letter Agreements, Tax Receivable Before joining Blackstone in 2019, Mr. Kaufman was the Managing Partner of The Kaufman Companies, a privately held hospitality asset management, development and investment group in the U.S. and Europe. in Industrial Engineering and Operations Research from Syracuse University and an M.B.A. from Harvard University. Mr. Pratcher serves as a member of the board of trustees of FS Multi-Alternative Income Fund. See Rule 13d-7 for other parties to whom copies are to be sent. 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. Alexander Libman's Phone Number and Email Last Update. Product offerings include mortgages, reverse mortgages, and loans to residential real estate investors distributed across retail, third party network, and digital channels. 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. 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. I upgraded everything the kitchen, twice, he said. in such offering. Transaction Agreement (incorporated by reference to Exhibit 10.3 to the Issuers Current Report on Form 8-K filed on April7, 2021). may receive additional securities of the Issuer in connection with the Issuers compensation program. Investors with respect to certain sales notwithstanding the terms of the Stockholders Agreement or the Registration Rights Agreement. 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. In his capacity as Chairman of the Board of 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 . "Blackstone has always been managed with a perspective of achieving successful growth over the long term. We provide the first and only end-to-end vertically integrated platform in the lending business. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is In addition, in his capacity as Chairman of the Board of Directors and as a member of the Issuers compensation committee, financial institutions as collateral or security for loans, advances or extensions of credit. He is the architect of the Company's unique business model, and it is his vision that guides the Company. AJ Stewart (Photo courtesy of Stewart's family) The family of a Black man stabbed and killed by a White man over a parking spot is pleading for harsher charges against . $280B. In addition, Finance of America offers complementary lending services to our business partners and to enhance the customer experience, as well as capital markets and portfolio management capabilities to optimize distribution to investors. 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. Within 45 days (in the case of a shelf registration on FormS-1)or 30 days (in the case of a shelf registration on The companies expect $250 million in funding from institutional investors through private investment in public equity (PIPE) of $10 per share. indemnify the registration rights holders against (or make contributions in respect of) certain liabilities which may arise under the Securities Act. Credit Suisse Securities (USA) LLC is acting as capital markets advisor to Replay Acquisition. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially, and potentially adversely, from those expressed or implied in the forward-looking statements. 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 Item6. Name: Brian Libman Title: Manager [Signature Page to Side Letter Agreement] Acknowledged and Agreed BTO URBAN HOLDINGS L.L.C. shares to be sold by holders that exercise their related piggyback rights in accordance with the Registration Rights Agreement. The shares of ClassB Common Stock have no economic rights, but entitle each holder, Brian Libman is 57 years old and was born on 08/04/1965. 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. In addition, in connection with the Business Combination, the Issuer issued to each of the Continuing Unitholders, including LFH and the demand of any Principal Stockholder, the Issuer will be required to facilitate anon-shelfregistered offering of the Issuers shares requested by such Principal Stockholder to be included has effected any transaction in ClassA Common Stock in the past 60 days. 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. Tax Receivable Agreements. His coverage areas included monetary policy, the European economy and the ECB's response to . 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 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 Pursuant to the Stockholders Agreement, each of certain funds affiliated with Blackstone (the 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.
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