in Industrial Engineering and Operations Research from Syracuse University and an M.B.A. from Harvard University. In addition to the Replacement RSUs, participants in the Amended and Restated Long-Term Incentive Plan will be entitled to receive additional Earnout Right Within 90 days after receipt of a demand for such registration, the Issuer will be required to use its reasonable best (incorporated by reference to Exhibit 2.3 filed with the Registrants Current Report on Form 8-K filed on April7, 2021). /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 Jan 02, 2022. In connection with the Business Combination, concurrently with the Closing, the Issuer entered into a Tax Receivable Agreement with certain Name: Brian Libman Title: Manager [Signature Page to Side Letter Agreement] Acknowledged and Agreed BTO URBAN HOLDINGS L.L.C. Independent. In connection with the Before joining Centerbridge, Mr. West was a Partner Managing Director at Goldman Sachs & Co. LLC, where he headed the firms Principal Finance Group. If, however, such holder were to hold 500 FoA Units as of the relevant record date, such holder would be entitled by virtue of such holders ClassB Common Stock to 500 votes on such matter. takes into account any shares of ClassA Common Stock underlying FoA Units held by the Reporting Persons, as applicable. 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.. Mr. 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. 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. In addition, in connection with the Business Combination, the Issuer issued to each of the Continuing Unitholders, including LFH and I upgraded everything the kitchen, twice, he said. 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 Pursuant to the LTIP Award Settlement Agreement (the LTIP Award Settlement Agreement), He leads investments in technology, media, telecommunications and financial institutions, while also serving on the investment committee of the companys Tactical Opportunities funds. 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. 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. Mr. Lord holds a B.S. 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. Pursuant to the Transaction 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. 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). Our platform is product agnostic, with the ability to shift our focus and resources as the opportunity set changes. 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 Electrical Engineering from Tufts University in 1982. interests in partnership capital or profits. Refine Your Search Results. Brown Harris Stevens was on the sellers side. The description of the Stockholders Agreement, Exchange Agreement, Registration Rights Agreement, Transaction Agreement, Letter Agreements, Tax Receivable the sole manager. Blackstone Brian Matesic co-led Blackstone's $337 million product investment in Medtronic to fund the development of. (f) See Item 2(a)-(b) above for citizenship or place of organization, as applicable, of each of the Reporting 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. their FoA Units for shares of ClassA Common Stock. ClassA Common Stock), of Finance of America Companies Inc., a Delaware corporation (the Issuer). 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. A telephone replay will be available at 1-844-385-9713, replay pin number: 52917. 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. 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. Source and Amount of Funds or Other Consideration, Pursuant to the Transaction Agreement dated as of October12, 2020, between Replay Acquisition Corp. (Replay), Finance of America Sometimes Brian goes by various nicknames including Brian L Ibman, Brian Lewis Libman and Brian L Libman. 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 In addition, subject to certain requirements, the Blackstone Investors and the BL Investors are generally permitted to exchange FoA Units 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. All of the securities reported herein were acquired for investment purposes. Amount in Row (11), Type of Reporting Person (See ; 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 applicable investors will be entitled to designate the lowest whole number of directors that is greater than 10% of the members of the Board. trading day period. 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 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. In certain circumstances, Principal Stockholders will be entitled to piggyback registration rights in connection with the demand of Each holder of FoA Units (other than the Issuer and its subsidiaries), 06880. Brian Lee Anderson's Washington Voter Registration. Item6. 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. Mr. Safras partners on the transaction include Lance West, former Senior Managing Director of Centerbridge Partners and former Chairman & CEO of Centerbridge Partners Europe. The principal business of He also served as the Chief Digital Officer for IBM from April 2016 to February 2019. brian libman blackstone. Previously cities included Nantucket MA, Miami FL and Sunny Isles Beach FL. 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. CONFIDENTIAL . Following the closing of the Business Combination, the Continuing Unitholder Representative and Replay entered into a letter agreement to adjust the amount of He is the architect of the company's unique business model, and Brian L Libman, Replay Acquisition Corp: Profile and . The house landed under contract June 9, and the sale closed July 2, the MLS shows. 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. in Political Science from Hampton University. Brian Lee Anderson (age 63) from Ocean Shores, Wa and has no known political party affiliation. 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.". Exchange Agreement (incorporated by reference to Exhibit 10.5 to the Issuers Current Report on Form 8-K filed on April7, 2021). Units and 227,712 Earnout Rights. 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. 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. 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. other tax benefits related to entering into the Tax Receivable Agreements, including tax benefits attributable to making payments under the Tax Receivable Agreements. Alexander Libman Email & Phone Number - The Bla.. | ZoomInfo (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 The investor group is led by Brian Libman, Walter Investment's Chief Strategy Officer, with the transaction expected to be completed in the fourth quarter and generating proceeds for KCG Holdings of $80 million in cash consideration and retained net assets. The Earnout Right RSUs will have 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. This should allow the combined company to start operations with a minimum of $250 million in cash and cash equivalents. William and Renee Lickle had owned the red-brick house for 40 years, having paid $500,000 for the property in March 1980. He is the architect of the Companys unique business model, and it is his vision that guides the Company. Since his retirement from Centerbridge Partners in 2018, Mr. West has been an active private investor in and Senior Advisor to several businesses. 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. 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. 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. 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 vote generally. Brian L Libman is Chairman at Replay Acquisition Corp. See Brian L Libman's compensation, career history, education, & memberships. Form 8-K filed on April7, 2021). Mr. Pratcher serves as a member of the board of trustees of FS Multi-Alternative Income Fund. All rights reserved. Blackstone mortgage venture set to become largest nonbank lender? 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 Our $564. At Blackstone, Brand is senior managing director and serves as co-head of U.S. acquisitions for the companys private equity group, according to the companys website. My friends, playing golf, would wave at me.. Ocean Shores, Washington. thelock-upagreements entered into in connection with the Business Combination. Letter Agreement, dated March 31, 2021, by and among Libman Family Holdings LLC; The Mortgage Opportunity Group Tyson A. Pratcher joined the Companys board of directors upon the closing of the Business Combination. In addition, in his capacity as Chairman of the Board of Directors and as a member of the Issuers compensation committee, efforts to file a registration statement relating to such demand. Note: All figures as of December 31, 2022, unless otherwise indicated. Brian Libman - Address & Phone Number | Whitepages In addition, the Registration Rights Agreement entitles the Principal Pursuant to the terms of the Amended and Restated Long-Term Incentive Plan (the LTIP), FoA granted to each employee who held phantom units 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 The Registration Rights Agreement also provides that the Issuer will pay certain expenses relating to such registrations and 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. company, UFG Management Holdings LLC, a Delaware limited liability company, and Joe Cayre; and BTO Urban Holdings L.L.C. $280B. His coverage areas included monetary policy, the European economy and the ECB's response to . Under the Securities Exchange Act of 1934, ClassA Finance of America Mortgage closes $1.9 billion SPAC merger 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 provide the first and only end-to-end vertically integrated platform in the lending business. 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. Earnout Securities that would be issuable to certain Continuing Unitholders and Blocker GP (but not the aggregate amount of Earnout Securities issuable to all Continuing Unitholders and Blocker GP). average price of the ClassA Common Stock exceeds certain thresholds. Through this platform we offer products and services that meet customers financial needs throughout each phase of their lives. 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. Latest Imf News. Brian Libman, executive chairman, Finance of America Holdings, said that the deal is a "natural progression" for the company. Palm Beach homes: Everglades Island house near golf course fetches $10M 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 Report on Form 8-K filed on April7, 2021). Investor Conference Call/Webcast Information. See Rule 13d-7 for other parties to whom copies are to be sent. Mr. Pratcher holds a J.D. Mr. Lord has served as a member of the board of directors of Aqua Finance, Inc. since October 2020 and previously served as a member of the boards of directors of Williams-Sonoma, Inc. from October 2017 to December 2019 and ScreenVision Media, Inc. from February 2016 to April 2018. Compensation. 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 Brian L. Libman oversees our Companys business strategy and has served as the Chairman of our board of directors since 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). Agent Elizabeth DeWoody of Compass Florida handled the buyers end of the sale. "We are in a building with 27 stories, and I can look all the way across Palm Beach to the Atlantic. Fitch Downgrades Finance of America to 'B-', Outlook Negative Product offerings include mortgages, reverse mortgages, and loans to residential real estate investors distributed across retail, third party network, and digital channels. herein as beneficially owned by the Reporting Persons. Brian Kaufman - Blackstone 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. Joint Filing Agreement, dated as of August26, 2021, by and among the Reporting Persons (filed herewith). Ms. Corio currently serves as a Senior Managing Director at OEP. In addition, prior to the closing of the Business Combination, the Blackstone Investors and the BL Investors entered into a letter agreement pursuant The consumer-lending platform said a merger with publicly-listed SPAC Replay Acquisition is in place. April 1, 2021 . 1,000 FoA Units as of the record date for determining stockholders of the Issuer that are entitled to vote on a particular matter, such holder will be entitled by virtue of such holders ClassB Common Stock to 1,000 votes on such matter. In his current role as Chairman, Brian Libman oversees Finance of America Companies' business strategy. Registration Rights Agreement (as defined below). Mr. Pratcher currently serves as a Senior Advisor at 7 Acquisition Corporation and Managing Director at the RockCreek Group. entitled to designate the lowest whole number of directors that is greater than 20% of the members of the Board; and if the Blackstone Investors or the BL Investors, as the case may be, hold between 5% and 20% of such outstanding shares, such Collectively, the Reporting Persons and Blackstone and its affiliates may be deemed to beneficially own in the aggregate 152,749,861 shares of ClassA Common Stock, Moreover, upon the Email. Foundation - Finance of America Companies 2. . Brian L LibmanChairman, Replay Acquisition Corp. Brian L Libman. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Firm - Blackstone dated as of October12, 2020, by and among the Issuer, FoA, the Continuing Unitholders and the Blocker Shareholders, the Continuing Unitholders (including LFH and TMO) and the Blocker Shareholders agreed to pay and bear the economic Ex-2.2 - Sec (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 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. 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 FormS-3)after receipt of a demand for such registration, the Issuer will be required to use its reasonable best efforts to file a registration statement relating to such demand. Furthermore, the Stockholders Agreement also requires the Issuer to cooperate with the Principal 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 Greenberg Traurig, LLP is acting as legal advisor to Replay Acquisition. 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 Pursuant to earnout provisions in the Transaction Agreement, the holders of Earnout Rights are entitled to receive shares of ClassA Common Stock or FoA "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.". The principal business of TMO is providing real estate-related advisory services, including to the Issuer. Before joining Blackstone, Mr. Lin worked at Bank of America Merrill Lynch in the commercial real estate lending business. 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 57 %. 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. 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 persons. Ms. Corio also held positions in credit and risk management and investor relations. Continuing Unitholders and the Blocker Shareholders, the Continuing Unitholders and the Blocker Shareholders (filed herewith). The number of directors that each of All Filters. 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 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. 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 . Finance of America Companies Inc 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 .
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