This Schedule 13D (this Schedule 13D) relates to the ClassA common stock, par value $0.0001 per share (the www.financeofamerica.com, Founded by Edmond Safra, Gregorio Werthein and Gerardo Werthein, Replay Acquisition Corp. is a NYSE-listed blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses on industries that we believe have favorable prospects and a high likelihood of generating strong risk-adjusted returns for our shareholders. The foregoing list of factors is not exclusive. The Registration Rights Agreement also provides that the Issuer will pay certain expenses relating to such registrations and He is the architect of the Company's unique business model . 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 in such offering. 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. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer, In connection with the Business In connection with the 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 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.". LLC; BTO Urban Holdings L.L.C. the ClassA Common Stock that they may be deemed to beneficially own. anniversary of the Closing Date. 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), Libman as the sole manager. Board Members. In addition, prior to the closing of the Business Combination, the Blackstone Investors and the BL Investors entered into a letter agreement pursuant I upgraded everything the kitchen, twice, he said. Further information is available at www.blackstone.com. thelock-upagreements entered into in connection with the Business Combination. 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. Stockholders Agreement (incorporated by reference to Exhibit 10.2 to the Issuers Current Report on Form 8-K filed on April7, 2021). The principal business of TMO is providing real estate-related advisory services, including to the Issuer. indemnify the registration rights holders against (or make contributions in respect of) certain liabilities which may arise under the Securities Act. Jan 02, 2022. Pursuant to the Transaction Transaction Agreement (incorporated by reference to Exhibit 10.3 to the Issuers Current Report on Form 8-K filed on April7, 2021). He is a male registered to vote in Grays Harbor County, Washington. Pursuant to the LTIP Award Settlement Agreement (the LTIP Award Settlement Agreement), The remainder of this cover page shall be filled out for a reporting persons initial filing on this form 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 We do this by using extraordinary people and flexible capital to help companies solve problems. (c) Except as set forth in Item 3 of this Schedule 13D, none of the Reporting Persons Private Wealth Management at The Blackstone Group . In the deal on. For example, if a holder of ClassB Common Stock holds any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth above. Within 45 days (in the case of a shelf registration on FormS-1)or 30 days (in the case of a shelf registration on 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. Form 8-K filed on April7, 2021). Lance N. West joined the Companys board of directors upon the closing of the Business Combination. an aggregate of 74,975,251 FoA Units, 1,706,911 shares of ClassA Common Stock and 8,791,920 Earnout Rights, which includes (i) 326,664 shares of ClassA Common Stock held by Mr.Libman; (ii) 73,033,375 FoA Units, 1,380,247 shares of Previously cities included Nantucket MA, Miami FL and Sunny Isles Beach FL. Brian Lee Anderson's Washington Voter Registration. 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. Brian K Flowers, 48. Agent Elizabeth DeWoody of Compass Florida handled the buyers end of the sale. 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 11:26 am. in light of the Issuers business, financial condition and operating results, general market and industry conditions or other factors. Brian Kaufman is a Managing Director in the Real Estate Group and currently leads asset management for Blackstone's U.S. hospitality portfolio. Mr. Lord also served as Senior Vice President of Cognitive Applications, Blockchain, and Ecosystems at IBM from February 2019 to January 2022. Brian L. Libman. 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 LFH is to make investments, including in securities of the Issuer. 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 connection with the Business Combination, concurrently with the Closing, the Issuer entered into a Tax Receivable Agreement with certain in Electrical Engineering from the California Institute of Technology in 1983, and graduated magna cum laude with a B.S. 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. 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 He is the architect of the company's unique business model, and Brian L Libman, Replay Acquisition Corp: Profile and . 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. 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. The shares of ClassB Common Stock have no economic rights, but entitle each holder, Irving, TX and New York, NY (October 13, 2020): Finance of America Equity Capital LLC (Finance of America or the Company) an end-to-end lending and services platform, and Replay Acquisition Corp. (NYSE: RPLA) (Replay Acquisition), a publicly traded special purpose acquisition company, agreed to a business combination that will result in Finance of America becoming a publicly listed company. 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 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 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. It had no backyard, so I made it into a Charleston garden with the pool, brick (terraces) and fountain, and we put in a major dock, he said. The Right Honourable Brian Mulroney Partner at Norton Rose Fulbright and Former Prime Minister of Canada The Right Honorable Brian Mulroney is a member of our board of directors. Combination, the Blackstone Investors and the BL Investors entered into a letter agreement pursuant to which the Blackstone Investors and the BL Investors agreed, among other things, to permit the Blackstone Investors to have priority over the BL In his capacity as Chairman of the Board of Audit. vote generally. 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 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, the Issuer. 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). Personal details about Brian include: political affiliation is unknown; ethnicity is Middle Eastern . (d) To the best knowledge of the Reporting Persons, no one other than the 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 Pursuant to the Stockholders Agreement, each of certain funds affiliated with Blackstone (the Copyright 1996-2023 KM Business Information US, Inc, Unlocking branding opportunities for brokers, Controversial Prop. Lived In Montesano WA, Spanaway WA, Renton WA, Puyallup . 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. 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 Flagship hedge-fund operation could be worth up to $7 billion. The aggregate Agent Ashley Lickle ONeil the Lickles daughter co-listed the property with agent Ashley Copeland. include a signed original and five copies of the schedule, including all exhibits. 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. Brian L. Libman. Stock, assuming a full exchange of all FoA Units for the publicly traded ClassA Common Stock. By virtue of the Stockholders Agreement (as defined below), the Reporting Persons and affiliates 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. He leads investments in technology, media, telecommunications and financial institutions, while also serving on the investment committee of the companys Tactical Opportunities funds. Brian L Libman is Chairman at Replay Acquisition Corp. See Brian L Libman's compensation, career history, education, & memberships. Of these Earnout Rights, one-half will be issued if the volume-weighted average price of the ClassA Common Stock exceeds $12.50 Brian L LibmanChairman, Replay Acquisition Corp. Brian L Libman. Over half of the sponsors founder shares of Replay Acquisition will be deferred and subject to share price hurdles. 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. Tax Receivable Agreements. Unitholders., As a result of the Business Combination and the transactions contemplated by the Transaction Agreement, (i)LFH received 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 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 . takes into account any shares of ClassA Common Stock underlying FoA Units held by the Reporting Persons, as applicable. 2. 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. Letter Agreement, dated March 31, 2021, by and among Libman Family Holdings LLC; The Mortgage Opportunity Group 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. 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 . Persons. Email. 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. The transaction implies an equity valuation at closing for the combined company of $1.9 billion. 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 These shares were of a Group (See Instructions), Check if Disclosure of Legal Mr.Libman and an entity for which Mr.Libman serves as a trustee purchased 25,287 and 71,969 shares, respectively, at a weighted average price of $5.16 per share (these shares were purchased in multiple transactions ranging from $5.075 to vest in equal installments on each of the first three anniversaries of the Closing Date, subject to each holders continued employment. 06880. Mr. 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. Ms. Corio also held positions in credit and risk management and investor relations. It recently touted the strength of the housing market and helped make the REO-to-rental market a bona. Ms. Corio received her MBA in Banking & Finance from Pace University and her B.A. 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. He began his career at Lehman Brothers and spent more than a decade developing the loan acquisition, servicing and lending businesses there, including the creation of Aurora Loan Services, one of the nations leading alternative mortgage originators and servicers. Resides in Ocean Shores, WA. 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. Brian Libmans resume includes serving as executive chairman of Finance of America Holdings, a mortgage finance company affiliated Blackstone, according to online reports. In partnership with former Lehman Brothers Managing Director Brian Libman, Blackstone is trying to carry out a "roll-up" strategy. 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. Most of these factors are outside Replay Acquisitions and Finance of Americas control and are difficult to predict. Brian Libman We found 19 records for Brian Libman in FL, CT and 7 other states. Tyson A. Pratcher joined the Companys board of directors upon the closing of the Business Combination. 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. 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 Within 90 days after receipt of a demand for such registration, the Issuer will be required to use its reasonable best persons. 767 Fifth Ave., 46th Floor . following the Business Combination and certain distributions with respect to units, (ii)the Issuers utilization of certain tax attributes attributable to Blocker or holders of limited liability company interests of Blocker outstanding Brian Edward Carroll, 56. Follow Blackstone on Twitter @Blackstone. in Economics from LeMoyne College. 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.. Continuing Unitholders and the Blocker Shareholders, the Continuing Unitholders and the Blocker Shareholders (filed herewith). applicable investors will be entitled to designate the lowest whole number of directors that is greater than 10% of the members of the Board. in Electrical Engineering from Tufts University in 1982. We moved 1 foot off the island," Lickle quipped. not treated as a publicly traded partnership for U.S. federal income tax purposes. Moreover, upon the When available, the definitive proxy statement/prospectus will be mailed to shareholders of Replay Acquisition as of a record date to be established for voting on the proposed business combination. 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. number and percentage of the ClassA Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct We have built an integrated lending platform which seamlessly connects borrowers with investors. financial institutions as collateral or security for loans, advances or extensions of credit. 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 average price of the ClassA Common Stock exceeds certain thresholds. See Rule 13d-7 for other parties to whom copies are to be sent. 1550, Irving, Texas 75039. The Tac Opps team invests globally across asset classes, industries and geographies, seeking to identify and execute on attractive, differentiated investment opportunities. The sellers made a variety of changes to the property over the years, expanding the house with a second-story addition and extending the living room onto a lakeside terrace. Unitholders and Blocker Shareholders will deliver to the Issuer FoA Units and shares of ClassA Common Stock, respectively, in settlement of the awards in accordance with the terms set forth in the LTIP Award Settlement Agreement. Common Stock, par value $0.0001 per share, Attn: Through this platform we offer products and services that meet customers financial needs throughout each phase of their lives. Brad Finkelstein Originations Editor, National Mortgage News Reprint Replay Acquisitions and Finance of Americas actual results may differ from their expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Item6. 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 FINANCE OF AMERICA COMPANIES SET TO GO PUBLIC THROUGH A BUSINESS COMBINATION WITH REPLAY ACQUISITION CORP. Strong top line growth and superior operating leverage, with a 41% revenue CAGR from 2018 to 2020E, a 188% GAAP pre-tax income CAGR, and a 182% CAGR for Adjusted EBITDA, Brian Libman, Founder and Chairman of Finance of America, Patricia Cook, Chief Executive Officer, and Graham Fleming, President, will continue to lead the company, Implied equity value of the combined company at closing is approximately $1.9 billion, Top-tier institutional investors have committed to a $250 million PIPE at price per share of $10.00, Management, founder and Blackstone to remain closely aligned with shareholders at transaction close, Transaction is expected to close in the first half of 2021, Investor call scheduled for October 13, 2020. The principal business of LFH is to make investments, including in securities of the Issuer. (d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar the same service-based vesting conditions as the Replacement RSUs to which they relate, as discussed above. 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 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. He is in the debt capital markets group focusing on the financing of real estate investments in the Americas. 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 Blackstone has discussed buying a stake in Ken Griffin's Citadel, whose hedge fund could be worth between $5 billion and $7 billion. 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 (incorporated by reference to Exhibit 2.3 filed with the Registrants Current Report on Form 8-K filed on April7, 2021). Attn: Legal and Compliance 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's chief executive officer is billionaire and Palm Beach resident Stephen A. Schwarzman. These industries include consumer, telecommunications and technology, energy, infrastructure, financial services and real estate, among others. 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. New York, NY 10153 . Replay Acquisition Corp. c/o EMS Capital LP . 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. Each of the Blackstone Investors and the BL Investors have agreed to vote the respective shares of the Companys common stock beneficially owned by them in favor of the Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Unless earlier terminated by agreement of the Principal Item3. complete and correct. ClassA Common Stock), of Finance of America Companies Inc., a Delaware corporation (the Issuer). misdemeanors). has effected any transaction in ClassA Common Stock in the past 60 days. Brian Lee Anderson (age 63) from Ocean Shores, Wa and has no known political party affiliation. 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 . Blackstone Tactical Opportunities, a subsidiary of Blackstone Group, will own 70% of the combined company, which is valued at $1.9 billion. Last month, another mortgage lender announced plans to go public. in Political Science from Hampton University. My friends, playing golf, would wave at me.. Brian Libman is 57 years old and was born on 08/04/1965. Numberof shares beneficially Following the closing of the Business Combination, the Continuing Unitholder Representative and Replay entered into a letter agreement to adjust the amount of Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the consecutive trading days prior to the sixth anniversary of the Closing Date. Beyond product offerings, the Company offers ancillary services to its partners and to enhance the customer experience, resulting in incremental fee income. 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 The principal business of 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. 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. 2. 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 Your California Privacy Rights/Privacy Policy.