representing 82.2% of the outstanding ClassA Common Stock. Attn: Legal and Compliance Words such as expect, estimate, project, budget, forecast, anticipate, intend, plan, may, will, could, should, believes, predicts, potential, continue, and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is not treated as a publicly traded partnership for U.S. federal income tax purposes. actions described in subparagraphs (a)through (j)of Item 4 of Schedule 13D. The shares of ClassB Common Stock have no economic rights, but entitle each holder, 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 Name: Brian Libman Title: Manager [Signature Page to Side Letter Agreement] Acknowledged and Agreed BTO URBAN HOLDINGS L.L.C. The Issuer may impose restrictions on exchange that it determines to be necessary or advisable so that the Issuer is 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). (f) See Item 2(a)-(b) above for citizenship or place of organization, as applicable, of each of the Reporting 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 "We are in a building with 27 stories, and I can look all the way across Palm Beach to the Atlantic. Refine Your Search Results. in Electrical Engineering from Tufts University in 1982. Brian Lee Anderson (age 63) from Ocean Shores, Wa and has no known political party affiliation. include a signed original and five copies of the schedule, including all exhibits. 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.. Stockholders to demand and be included in a shelf registration when the Issuer is eligible to sell its Issuer shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 of the Securities Act of 1933, as amended (the We provide the first and only end-to-end vertically integrated platform in the lending business. $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 Through this platform we offer products and services that meet customers financial needs throughout each phase of their lives. 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. Pursuant to the Registration Rights Agreement, upon and certain permitted transferees thereof, may on a quarterly basis (subject to the terms of the Exchange Agreement) exchange. 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 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. CONFIDENTIAL . 2. 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. Brian Lin is a Managing Director in the Real Estate group. Dr. Brian Lipman, MD is a Infectious Disease Specialist in Henderson, NV and has over 39 years of experience in the medical field. In addition, in connection with the Business Combination, the Issuer issued to each of the Continuing Unitholders, including LFH and Finance of America is set to merge with the special-purpose acquisition company, or [] the same service-based vesting conditions as the Replacement RSUs to which they relate, as discussed above. Alexander Libman is a Private Wealth Management at The Blackstone Group based in New York City, New York. In addition, in his capacity as Chairman of the Board of Directors and as a member of the Issuers compensation committee, and the Continuing Unitholders, FoA Units. 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 Brad Finkelstein Originations Editor, National Mortgage News Reprint Registration Rights Agreement (incorporated by reference to Exhibit 10.3 to the Issuers Current Report on the Issuer. Tyson A. Pratcher joined the Companys board of directors upon the closing of the Business Combination. purchased 7,611 and 21,660 shares, respectively, at a weighted average price of $5.07 per share (these shares were purchased in multiple transactions ranging from $5.025 to $5.10, inclusive). Securities Act). securities purchased pursuant to PIPE Agreements executed concurrently with the execution of the Transaction Agreement or on the open market. This press release includes forward-looking statements within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. 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 Amount in Row (11), Type of Reporting Person (See the sole manager. He also served as the Chief Digital Officer for IBM from April 2016 to February 2019. In the deal on. 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. 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 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. 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 Email. 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. We provide the first and only end-to-end vertically integrated platform in the lending business. 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 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 Prior to founding GRP, Mr. West was an executive vice president-principal with The Charles H. Greenthal Group, Inc. and began his career as a Member of the Technical Staff at AT&T Bell Laboratories from 1982 to 1984. 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. He is the architect of the Company's unique business model, and it is his vision that guides the Company. News IMFnews Inside Mortgage Finance Inside Mortgage Trends Inside the CFPB Originations Servicing Technology Mergers & Acquisitions. individuals nominated as the Companys directors in accordance with the terms of the Stockholders Agreement. in such offering. in Electrical Engineering from the California Institute of Technology in 1983, and graduated magna cum laude with a B.S. 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). The following shares of the Issuers ClassA Common Stock were purchased following the Business Combination: (i)on August16, 2021, Proceedings Is Required Pursuant to Items2(d) or 2(e). financial institutions as collateral or security for loans, advances or extensions of credit. interests in partnership capital or profits. 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. Mr. Libman has spent his entire career in the specialty finance area and has been involved in structuring and consummating the acquisitions of more than twenty businesses. 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. Mr. Lord holds a B.S. 11:26 am. 73,033,375 limited liability company units of FoA (FoA Units), 1,380,247 shares of ClassA Common Stock and 8,564,208 Earnout Securities of the Issuer (Earnout Rights) and (ii)TMO received 1,941,876 All Filters. In connection with the Business Combination, concurrently with the Closing, the Issuer entered into a Tax Receivable Agreement with certain Form 8-K filed on April7, 2021). Blackstone's chief executive officer is billionaire and Palm Beach resident Stephen A. Schwarzman. herein as beneficially owned by the Reporting Persons. Audit. Resides in Ocean Shores, WA. Based on such review, the Reporting Persons may acquire, or cause to be disposed, such securities at any time or formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable Stockholders Agreement also provide each Principal Stockholder with basic information and management rights, as well as detailed venture capital operating company covenants. (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 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. 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 Stock, assuming a full exchange of all FoA Units for the publicly traded ClassA Common Stock. The transaction implies an equity valuation at closing for the combined company of $1.9 billion. In connection with the Business Combination, concurrently with the Closing, the Issuer, FoA and the Continuing Unitholders entered into an Exchange Agreement 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. 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 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), All Filters. Commenting on the search for a successor, FOA board chair Brian Libman said: "We are committed to moving swiftly, but deliberately - and we are looking far and wide for the best leader to take . 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. demand of a Principal Stockholder, the Issuer will be required to facilitate in the manner described in the Registration Rights Agreement a takedown off of an effective shelf registration statement of registrable shares requested by such (11)Excludes Certain Shares (See Instructions), Percent of ClassRepresented by 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 vote generally. a***@blackstone.com. Numberof shares beneficially Pursuant to the LTIP Award Settlement Agreement (the LTIP Award Settlement Agreement), Important Information About the Proposed Business Combination and Where to Find It. The companies expect $250 million in funding from institutional investors through private investment in public equity (PIPE) of $10 per share. 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. Select the best result to find their address, phone number, relatives, and public records. 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. and Libman Family Holdings LLC, solely in their joint capacity as the representative of the Continuing Unitholders (defined 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 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. The foregoing list of factors is not exclusive. Pursuant to the Transaction We have built an integrated lending platform which seamlessly connects borrowers with investors. 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. 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 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. The Board of Directors of Replay Acquisition and the Board of Finance of Americas parent company have unanimously approved the transaction. Best Match Powered by Whitepages Premium AGE 50s Brian Mitchell Libman Delray Beach, FL (Kings Point) Aliases Brian M Lebman View Full Report Addresses 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 Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer, In connection with the Business 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. Note: All figures as of December 31, 2022, unless otherwise indicated. 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 LTIP Award Settlement Agreement, dated as of October12, 2020, by and among the Issuer, FoA, the Finance of America seamlessly connects borrowers with investors. Ms. Corio is Chair of the audit committees of GO Acquisition Corp. and Omni Environmental Solutions and a member of the audit committees of Cicor Technologies Ltd. and Wood Technologies International; Chair of the compensation committee of Wood Technologies International; and a member of the compensation committee and nominating committee of GO Acquisition Corp. Ms. Corio previously served as a member of the board of directors of Intren. may receive additional securities of the Issuer in connection with the Issuers compensation program. Simpson Thacher & Bartlett LLP is acting as legal advisor to Finance of America. Please complete the form below and click on SIGN UP to receive daily e-newsletters from. Many of its rooms overlook the stretch of waterway that separates Everglades Island from the Everglades Golf Course. indemnify the registration rights holders against (or make contributions in respect of) certain liabilities which may arise under the Securities Act. Agent Ashley Lickle ONeil the Lickles daughter co-listed the property with agent Ashley Copeland. Agreement, the Issuer and FoA issued an aggregate of 18,000,000 Earnout Securities to the Blocker Shareholders (defined below) (in the case of issuances by the Issuer) and to Blocker GP and the Continuing Unitholders (in the case of issuances by Mr. Safras partners on the transaction include Lance West, former Senior Managing Director of Centerbridge Partners and former Chairman & CEO of Centerbridge Partners Europe. 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. Investor Conference Call/Webcast Information. 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. purchased with available cash on hand. 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. 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 . Nominating and Corporate Governance. My friends, playing golf, would wave at me.. 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. Exhibit 2.2 . Form 8-K filed on April7, 2021). In addition, subject to certain requirements, the Blackstone Investors and the BL Investors are generally permitted to exchange FoA Units See Rule 13d-7 for other parties to whom copies are to be sent. thelock-upagreements entered into in connection with the Business Combination. (d) To the best knowledge of the Reporting Persons, no one other than the Report on Form 8-K filed on April7, 2021). He leads investments in technology, media, telecommunications and financial institutions, while also serving on the investment committee of the companys Tactical Opportunities funds. 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. Our platform is product agnostic, with the ability to shift our focus and resources as the opportunity set changes. We moved 1 foot off the island," Lickle quipped. misdemeanors). 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 Private Wealth Management at The Blackstone Group . 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. Contact Number Stockholders) are entitled to nominate a certain number of directors to the Board, based on each such holders ownership of the voting securities of the Issuer. The The principal business of Estimated cash proceeds will consist of the PIPE in addition to Replay Acquisitions $288 million of cash in trust, subject to redemptions. "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.". keep free and clear of any pledge or other encumbrance a number of FoA Units or shares of ClassA Common Stock, respectively to satisfy their settlement obligations under the LTIP Award Settlement Agreement. 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 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. Such persons can also read Replay Acquisitions Annual Report on Form 10-K for the fiscal year ended December 31, 2019, for a description of the security holdings of Replay Acquisitions officers and directors and their respective interests as security holders in the consummation of the proposed business combination. By virtue of the Stockholders Agreement (as defined below), the Reporting Persons and affiliates BTO 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 Reporting Persons intend to review on a continuing basis their investment in Unitholders., As a result of the Business Combination and the transactions contemplated by the Transaction Agreement, (i)LFH received The Reporting Persons undertake to provide to the Issuer, 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. brian libman blackstone. Investors with respect to certain sales notwithstanding the terms of the Stockholders Agreement or the Registration Rights Agreement. Most of these factors are outside Replay Acquisitions and Finance of Americas control and are difficult to predict. 1550, Irving, Texas 75039. Also, subject to applicable approvals from the compensation committee of the board of directors of the Board, Mr.Libman In addition, prior to the closing of the Business Prior to joining OEP in 2018, Ms. Corio served as the CFO of American Express Global Business Travel from June 2014 to June 2017. Letter Agreement, dated April 5, 2021, by and among Continuing Unitholder Representative and Replay Combination, and concurrently with the closing of the Business Combination on April1, 2021 (the Closing and such date, the Closing Date), the Issuer and Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of Replay Acquisitions shareholders in connection with the proposed business combination will be set forth in the proxy statement/prospectus for the proposed business combination when available. Principal Stockholder. Ms. Corio currently serves as a Senior Managing Director at OEP. below) pursuant to Section12.18 of the Transaction Agreement (the Continuing Unitholder Representative), Replay agreed to combine with FoA in a series of transactions (collectively, the Business "Becoming a public company is an important milestone for Finance of America and provides further access to capital via the public markets over time,"said Finance of America CEO Patricia Cook. has effected any transaction in ClassA Common Stock in the past 60 days. (c) 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 Mr.Libman intends to be involved in approvals or recommendations with respect to the issuance of additional securities of the Issuer to other employees of the Issuer or its subsidiaries. billion in assets under management include investment vehicles focused on private equity, real estate, public debt and equity, life sciences, growth equity, opportunistic, non-investment grade credit, real assets and secondary funds, all on a global basis. 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 www.replayacquisition.com, Blackstone is one of the worlds leading investment firms. 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 . certainpre-Closingequityholders of. applicable investors will be entitled to designate the lowest whole number of directors that is greater than 10% of the members of the Board. We seek to create positive economic impact and long-term value for our investors, the companies we invest in, and the communities in which we work. the ClassA Common Stock that they may be deemed to beneficially own. will continue to evaluate the possibility of acquiring additional shares of ClassA Common Stock. Blackstone is a full-service, private-equity funded investment bank based out of New York. Refine Your Search Results. Mr. Pratcher currently serves as a Senior Advisor at 7 Acquisition Corporation and Managing Director at the RockCreek Group. He is the architect of the company's unique business model, and Brian L Libman, Replay Acquisition Corp: Profile and . Pursuant to the Stockholders Agreement, each of certain funds affiliated with Blackstone (the Blackstone has discussed buying a stake in Ken Griffin's Citadel, whose hedge fund could be worth between $5 billion and $7 billion. FoA entered into a Stockholders Agreement (the Stockholders Agreement). Lived In Montesano WA, Spanaway WA, Renton WA, Puyallup . Blackstone Tactical Opportunities, a subsidiary of Blackstone Group, will own 70% of the combined company, which is valued at $1.9 billion. 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. 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. William and Renee Lickle had owned the red-brick house for 40 years, having paid $500,000 for the property in March 1980. 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

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