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. 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. Until the FoAM Chairman Brian Libman said the goal is to further expand the company's capabilities "to serve the full range of borrower needs" and "achieve investor goals while continuing to produce. 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. These shares were Credit & Insurance. Important Information About the Proposed Business Combination and Where to Find It. 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 Registration Rights Agreement also provides that the Issuer will pay certain expenses relating to such registrations and 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. 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 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 Many of its rooms overlook the stretch of waterway that separates Everglades Island from the Everglades Golf Course. The information provided or incorporated by reference in Item 3 is hereby incorporated by reference herein. Form 8-K filed on April7, 2021). Our daily newsletter is FREE and keeps you up to date with the world of mortgage. The transaction is expected to close in the first half of 2021. Most of these factors are outside Replay Acquisitions and Finance of Americas control and are difficult to predict. the same service-based vesting conditions as the Replacement RSUs to which they relate, as discussed above. (such holders, the Blocker Shareholders), and (iii)certain Also, subject to applicable approvals from the compensation committee of the board of directors of the Board, Mr.Libman 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. 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 violation with respect to such laws. In the deal on. The Reporting Persons own Replay Acquisition Corp. c/o EMS Capital LP . 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. applicable investors will be entitled to designate the lowest whole number of directors that is greater than 10% of the members of the Board. individuals nominated as the Companys directors in accordance with the terms of the Stockholders Agreement. The Lickles have moved to a condominium in downtown West Palm Beach, Bill Lickle, a retired banker, told the Daily News in a February article. 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 Reporting Persons undertake to provide to the Issuer, 2. will continue to evaluate the possibility of acquiring additional shares of ClassA Common Stock. Contact Number Information concerning the interests of Replay Acquisitions and Finance of Americas participants in the solicitation, which may, in some cases, be different than those of Replay Acquisitons and Finance of Americas equity holders generally, will be set forth in the proxy statement/prospectus relating to the proposed business combination when it becomes available. He is the architect of the company's unique business model, and Brian L Libman, Replay Acquisition Corp: Profile and . Robert W. Lordjoined the Companys board of directors upon the closing of the Business Combination. a grant date fair value of $10.00 per share. 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. Brian K Flowers, 48. Any ClassA Common Stock received by the Blackstone Investors or the BL Investors in any such exchange during the applicable restricted periods would be subject to 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. Sometimes Brian goes by various nicknames including Brian L Ibman, Brian Lewis Libman and Brian L Libman. 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 Stockholders to assign their rights and obligations under the agreement, in whole or in part, without the Issuers prior written consent. Ms. Corio received her MBA in Banking & Finance from Pace University and her B.A. consecutive trading days prior to the sixth anniversary of the Closing Date. Registration Rights Agreement (incorporated by reference to Exhibit 10.3 to the Issuers Current Report on 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. in Industrial Engineering and Operations Research from Syracuse University and an M.B.A. from Harvard University. He also served as the Chief Digital Officer for IBM from April 2016 to February 2019. and Libman Family Holdings LLC, solely in their joint capacity as the representative of the Continuing Unitholders (defined Latest Imf News. 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. "Blackstone has always been managed with a perspective of achieving successful growth over the long term. 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. 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. 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. Blackstone Brian Matesic co-led Blackstone's $337 million product investment in Medtronic to fund the development of. from Columbia Law School and a B.S. Mr. West earned his M.S. Resides in Ocean Shores, WA. 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. For example, if a holder of ClassB Common Stock holds Estimated cash proceeds will consist of the PIPE in addition to Replay Acquisitions $288 million of cash in trust, subject to redemptions. In certain circumstances, Principal Stockholders will be entitled to piggyback registration rights in connection with the demand of (the Exchange Agreement). 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 All of the securities reported herein were acquired for investment purposes. Finance of America and Replay Acquisition will host a joint investor conference call and webcast to discuss the proposed transaction today, October 13, 2020 at 8:00 am ET. In connection with the acquisitions described in this Schedule 13D, the Reporting Persons have evaluated and The consumer-lending platform said a merger with publicly-listed SPAC Replay Acquisition is in place. We provide the first and only end-to-end vertically integrated platform in the lending business. 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. Numberof shares beneficially the demand of any Principal Stockholder, the Issuer will be required to facilitate anon-shelfregistered offering of the Issuers shares requested by such Principal Stockholder to be included Becoming a public company is an important milestone for Finance of America and provides further access to capital via the public markets over time, added Patricia Cook, Chief Executive Officer of Finance of America. 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 a***@blackstone.com. 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). 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 not treated as a publicly traded partnership for U.S. federal income tax purposes.
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