Further information is available at www.blackstone.com. 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 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. $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 . The Registration Rights Agreement also provides that the Issuer will pay certain expenses relating to such registrations and Check the Appropriate Box if a Member 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 Cash proceeds for the new company will include the PIPE capital and $288 million of cash in trust from Replay Acquisition. 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 (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 Shareholders will also be able to obtain copies of such documents, without charge, once available, at the SECs website at www.sec.gov, or by directing a request to: Replay Acquisition Corp., 767 Fifth Avenue, 46th Floor, New York, New York 10153, or info@replayacquisition.com. www.replayacquisition.com, Blackstone is one of the worlds leading investment firms. FoA entered into a Stockholders Agreement (the Stockholders Agreement). 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 Estimated cash proceeds will consist of the PIPE in addition to Replay Acquisitions $288 million of cash in trust, subject to redemptions. Exhibit 2.2 . Letter Agreement, dated April 5, 2021, by and among Continuing Unitholder Representative and Replay (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 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. Private Wealth Management at The Blackstone Group . 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. By virtue of the Stockholders Agreement (as defined below), the Reporting Persons and affiliates Stock, assuming a full exchange of all FoA Units for the publicly traded ClassA Common Stock. 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 Resides in Ocean Shores, WA. 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, Watch . will continue to evaluate the possibility of acquiring additional shares of ClassA Common Stock. Units and 227,712 Earnout Rights. Ms. Corio received her MBA in Banking & Finance from Pace University and her B.A. 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 The Tax Receivable Agreements generally provide for the payment by the Issuer to certain owners of FoA prior to the Business Combination (the TRA Parties) In addition to the Replacement RSUs, participants in the Amended and Restated Long-Term Incentive Plan will be entitled to receive additional Earnout Right Mr. Safras partners on the transaction include Lance West, former Senior Managing Director of Centerbridge Partners and former Chairman & CEO of Centerbridge Partners Europe. April 1, 2021 . He leads investments in technology, media, telecommunications and financial institutions, while also serving on the investment committee of the companys Tactical Opportunities funds. 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. BTO Credit & Insurance. Brian Matesic is a principal in Blackstone's life-sciences group. Combination, and concurrently with the closing of the Business Combination on April1, 2021 (the Closing and such date, the Closing Date), the Issuer and Libman as the sole manager. Finance of America is an end-to-end consumer lending and services platform which seamlessly connects borrowers with investors. Jan 02, 2022. 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. Mr. Pratcher currently serves as a Senior Advisor at 7 Acquisition Corporation and Managing Director at the RockCreek Group. 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. 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 The Earnout Right RSUs will have All of the securities reported herein were acquired for investment purposes. anniversary of the Closing Date. Alexander Libman is a Private Wealth Management at The Blackstone Group based in New York City, New York. 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 Important Information About the Proposed Business Combination and Where to Find It. The Issuer may impose restrictions on exchange that it determines to be necessary or advisable so that the Issuer is 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. Contact Number 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. Lived In Aberdeen WA, Lacey WA, Seattle WA, Huntsville AL . Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of Replay Acquisitions directors and executive officers in Replay Acquisitions Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC on March 25, 2020. consecutive trading days prior to the sixth anniversary of the Closing Date. 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. Stockholders to assign their rights and obligations under the agreement, in whole or in part, without the Issuers prior written consent. 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. Under the Securities Exchange Act of 1934, ClassA not treated as a publicly traded partnership for U.S. federal income tax purposes. Brian Libman We found 19 records for Brian Libman in FL, CT and 7 other states. 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. 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.". Chairman Emeritus & Former Chief Executive Officer, Ogilvy & Mather Worldwide The Right Honourable Brian Mulroney Partner at Norton Rose Fulbright and Former Prime Minister of Canada William G. Parrett Retired CEO and Senior Partner, Deloitte (Deloitte Touche Tohmatsu) Ruth Porat Chief Financial Officer of Alphabet Inc. and Google Inc Directory News IMFnews Inside Mortgage Finance Inside Mortgage Trends Inside the CFPB Originations Servicing Technology Mergers & Acquisitions. 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. 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. Additional information concerning certain of these and other risk factors is contained in Replay Acquisitions most recent filings with the SEC and will be contained in the Form S-4, including the proxy statement/prospectus expected to be filed in connection with the proposed business combination. 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. "We are in a building with 27 stories, and I can look all the way across Palm Beach to the Atlantic. The description of the Stockholders Agreement, Exchange Agreement, Registration Rights Agreement, Transaction Agreement, Letter Agreements, Tax Receivable 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 Follow Blackstone on Twitter @Blackstone. Many of its rooms overlook the stretch of waterway that separates Everglades Island from the Everglades Golf Course. Interest in Securities of the Issuer. financial institutions as collateral or security for loans, advances or extensions of credit. 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 The Reporting Persons undertake to provide to the Issuer, individuals nominated as the Companys directors in accordance with the terms of the Stockholders Agreement. Unitholders., As a result of the Business Combination and the transactions contemplated by the Transaction Agreement, (i)LFH received
Retired Collingwood Players 2021,
Crip Camp Transcript,
Ohio Permit Test In Russian,
Westin Playa Conchal Restaurant Menus,
Articles B