Mr. Safras partners on the transaction include Lance West, former Senior Managing Director of Centerbridge Partners and former Chairman & CEO of Centerbridge Partners Europe. 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 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. 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 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 In addition, prior to the closing of the Business In connection with the Business Combination, concurrently with the Closing, the Issuer, FoA and the Continuing Unitholders entered into an Exchange Agreement the sole manager. The transaction implies an equity valuation at closing for the combined company of $1.9 billion. Exhibit 2.2 . BL Investors Tax Receivable Agreement (incorporated by reference to Exhibit 10.7 to the Issuers Current takes into account any shares of ClassA Common Stock underlying FoA Units held by the Reporting Persons, as applicable. 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 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 Board Members. The Blackstone-owned consumer lender is set to go public with $1.9b merger. 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. Credit Suisse Securities (USA) LLC is acting as capital markets advisor to Replay Acquisition. He is in the debt capital markets group focusing on the financing of real estate investments in the Americas. Joint Filing Agreement, dated as of August26, 2021, by and among the Reporting Persons (filed herewith). 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. 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. 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 representing 82.2% of the outstanding ClassA Common Stock. 767 Fifth Ave., 46th Floor . Pursuant to earnout provisions in the Transaction Agreement, the holders of Earnout Rights are entitled to receive shares of ClassA Common Stock or FoA persons. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change, or other circumstances that could give rise to the termination of the definitive merger agreement (the Agreement); (2) the outcome of any legal proceedings that may be instituted against Replay Acquisition, New Pubco and/or Finance of America following the announcement of the Agreement and the transactions contemplated therein; (3) the inability to complete the proposed business combination, including due to failure to obtain approval of the shareholders of Replay Acquisition, certain regulatory approvals, or satisfy other conditions to closing in the Agreement; (4) the occurrence of any event, change, or other circumstance that could give rise to the termination of the Agreement or could otherwise cause the transaction to fail to close; (5) the impact of COVID-19 on Finance of Americas business and/or the ability of the parties to complete the proposed business combination; (6) the inability to obtain or maintain the listing of New Pubcos shares of common stock on the NYSE following the proposed business combination; (7) the risk that the proposed business combination disrupts current plans and operations as a result of the announcement and consummation of the proposed business combination; (8) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of Finance of America to grow and manage growth profitably, and retain its key employees; (9) costs related to the proposed business combination; (10) changes in applicable laws or regulations; and (11) the possibility that Finance of America or Replay Acquisition may be adversely affected by other economic, business, and/or competitive factors. 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 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. [Finance of America Companies Inc. Schedule 13D]. for any 20 trading days within any 30 trading day period, and one-half will be issued if the volume-weighted average price of the ClassA Common Stock exceeds $15.00 for any 20 trading days within any 30 Ms. Corio received her MBA in Banking & Finance from Pace University and her B.A. The Issuer may impose restrictions on exchange that it determines to be necessary or advisable so that the Issuer is 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. 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 also held positions in credit and risk management and investor relations. This Schedule 13D (this Schedule 13D) relates to the ClassA common stock, par value $0.0001 per share (the 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. 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. 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 In addition to the Replacement RSUs, participants in the Amended and Restated Long-Term Incentive Plan will be entitled to receive additional Earnout Right Numberof shares beneficially Through his deep knowledge of the lending space, he invented and was awarded patent: US20070136186A1 for his Automated Loan Evaluation System, which is a system and method for providing a loan pricing model for various lending scenarios. He is a male registered to vote in Grays Harbor County, Washington. 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. interests in partnership capital or profits. Brian Lee Anderson's Washington Voter Registration. Please complete the form below and click on SIGN UP to receive daily e-newsletters from. 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 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. 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. 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.. 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 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, It is anticipated that the combined company will begin with a minimum of $250 million of cash and cash equivalents. 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. 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. Finance of America is set to merge with the special-purpose acquisition company, or [] The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section18 of the Securities Brian K Flowers, 48. Mr. 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. Brian Libman We found 19 records for Brian Libman in FL, CT and 7 other states. Brian Flowers may also have lived outside of Ocean Shores, such as Aberdeen, Lacey and Seattle. Over half of the sponsors founder shares of Replay Acquisition will be deferred and subject to share price hurdles. Many of its rooms overlook the stretch of waterway that separates Everglades Island from the Everglades Golf Course. Within 90 days after receipt of a demand for such registration, the Issuer will be required to use its reasonable best Beyond product offerings, the Company offers ancillary services to its partners and to enhance the customer experience, resulting in incremental fee income. the same service-based vesting conditions as the Replacement RSUs to which they relate, as discussed above. not treated as a publicly traded partnership for U.S. federal income tax purposes. 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. Mr. Pratcher serves as a member of the board of trustees of FS Multi-Alternative Income Fund. He leads investments in technology, media, telecommunications and financial institutions, while also serving on the investment committee of the companys Tactical Opportunities funds. 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 . Form 8-K filed on April7, 2021). 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. Securities Act). 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 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 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. and certain permitted transferees thereof, may on a quarterly basis (subject to the terms of the Exchange Agreement) exchange. 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. 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. The aggregate in such offering. 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. 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 Lived In Montesano WA, Spanaway WA, Renton WA, Puyallup . 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). TMO, one share of the Issuers ClassB common stock, par value $0.0001 per share (the ClassB Common Stock). Built in 1956, the house has six-bedrooms and 7,522 square feet of living space, inside and out. 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. 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. Until the Brian Libman is 57 years old and was born on 08/04/1965. 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. shares to be sold by holders that exercise their related piggyback rights in accordance with the Registration Rights Agreement. Through this platform we offer products and services that meet customers financial needs throughout each phase of their lives. Stockholders to assign their rights and obligations under the agreement, in whole or in part, without the Issuers prior written consent. (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 We believe that being there for families when they need help the most is important and helps ensure they have the strength and resilience to recover from difficult times. 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. Brown Harris Stevens was on the sellers side. ownedby each reporting person with: Aggregate Amount Beneficially Owned by Each Reporting Person, Check if the Aggregate Amount in Row The following shares of the Issuers ClassA Common Stock were purchased following the Business Combination: (i)on August16, 2021, ClassA Common Stock, and 8,564,208 Earnout Rights held by LFH; and (iii) 1,941,876 FoA Units and 227,712 Earnout Rights held by TMO. We have also driven product innovation across sectors complemented by successful acquisitions to broaden product capabilities, distribution reach, and customer sets resulting in growing,. 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***@blackstone.com. Brian L LibmanChairman, Replay Acquisition Corp. Brian L Libman. 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. The remainder of this cover page shall be filled out for a reporting persons initial filing on this form Furthermore, the Stockholders Agreement also requires the Issuer to cooperate with the Principal 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. Persons. Compensation. Prior to joining OEP in 2018, Ms. Corio served as the CFO of American Express Global Business Travel from June 2014 to June 2017. The buyer, who owns a Park Avenue penthouse in New York City, signed a 30-year, $7-million mortgage on the property with First Republic Bank of San Francisco, property records show. ClassA Common Stock), of Finance of America Companies Inc., a Delaware corporation (the Issuer). to which the Blackstone Investors and the BL Investors agreed, among other things, to permit the Blackstone Investors to have priority over the BL Investors with respect to certain sales notwithstanding the terms of the Stockholders Agreement or the other tax benefits related to entering into the Tax Receivable Agreements, including tax benefits attributable to making payments under the Tax Receivable Agreements. We do this by using extraordinary people and flexible capital to help companies solve problems. complete and correct. Mr. Pratcher holds a J.D. Initiatives include the Finance of America Foundation in partnership with former Congressman Barney Frank providing support, education and relief to distressed borrowers, and Finance of America Cares, a nonprofit organization created in partnership with employees to serve local community needs. (incorporated by reference to Exhibit 2.3 filed with the Registrants Current Report on Form 8-K filed on April7, 2021). In connection with the Business Combination, concurrently with the Closing, the Issuer entered into a Tax Receivable Agreement with certain (11)Excludes Certain Shares (See Instructions), Percent of ClassRepresented by Equity Capital LLC (FoA), the Issuer, RPLY Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of the Issuer, RPLY BLKR Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary Brian Libmans resume includes serving as executive chairman of Finance of America Holdings, a mortgage finance company affiliated Blackstone, according to online reports. and Libman Family Holdings LLC, solely in their joint capacity as the representative of the Continuing Unitholders (defined 06880. My friends, playing golf, would wave at me.. Registration Rights Agreement (as defined below). 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. 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 Ms. Corio previously worked for JPMorgan Chase from October 1982 to March 2013 where she held various positions, including Treasurer and, separately, Head of Restructuring within the Investment Banking division, where she led corporate financings from June 1995 to August 2008. The foregoing list of factors is not exclusive. Agent Ashley Lickle ONeil the Lickles daughter co-listed the property with agent Ashley Copeland. In addition, in his capacity as Chairman of the Board of Directors and as a member of the Issuers compensation committee, Pursuant to the terms of the Amended and Restated Long-Term Incentive Plan (the LTIP), FoA granted to each employee who held phantom units From August 2013 until February 2016, Mr. Lord served as both President of AOL and CEO of AOL Platforms at Verizon Communications Inc. Mr. Lord also held a number of leadership roles at Razorfish, Inc. from November 2002 to July 2013, serving most recently as Global CEO. Units and 227,712 Earnout Rights. Share. 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 Estimated cash proceeds will consist of the PIPE in addition to Replay Acquisitions $288 million of cash in trust, subject to redemptions. The principal business of TMO is providing real estate-related advisory services, including to the Issuer. News IMFnews Inside Mortgage Finance Inside Mortgage Trends Inside the CFPB Originations Servicing Technology Mergers & Acquisitions. 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. Ms. Corio currently serves as a Senior Managing Director at OEP.
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