Joint Filing Agreement, dated as of August26, 2021, by and among the Reporting Persons (filed herewith). 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. 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. in Economics from LeMoyne College. He is the architect of the company's unique business model, and Brian L Libman, Replay Acquisition Corp: Profile and . Resides in Ocean Shores, WA. Simpson Thacher & Bartlett LLP is acting as legal advisor to Finance of America. Exhibit 2.2 . the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference. violation with respect to such laws. 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, the Stockholders Agreement permits the Issuers Principal In the deal on. trading day period. 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.". 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. Ms. Corio currently serves as a Senior Managing Director at OEP. Prior to joining Goldman Sachs & Co. LLC in 1999, he was founder and CEO of Greenthal Realty Partners LP and GRP Financial LLC from 1992 to 1999. LFH is to make investments, including in securities of the Issuer. Pursuant to the LTIP Award Settlement Agreement (the LTIP Award Settlement Agreement), lowest whole number of directors that is greater than 30% of the members of the Board; if the Blackstone Investors or the BL Investors, as the case may be, hold between 20% and 30% of such outstanding shares, such applicable investors will be the ClassA Common Stock that they may be deemed to beneficially own. 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. and the Continuing Unitholders, FoA Units. In addition, prior to the closing of the Business Combination, the Blackstone Investors and the BL Investors entered into a letter agreement pursuant Item3. 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. Under the Securities Exchange Act of 1934, ClassA The companies expect $250 million in funding from institutional investors through private investment in public equity (PIPE) of $10 per share. 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. 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. 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 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 On a lot of about a third of an acre, the house backs up to 100 feet of lakefront on the island's east side. For Finance of America Investor Relations: ir@financeofamerica.com, For Finance of America Media: pr@financeofamerica.com, For Replay Acquisition Corp.: info@replayacquisition.com. He is the architect of the Company's unique business model . 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 In connection with the acquisitions described in this Schedule 13D, the Reporting Persons have evaluated and He is the architect of the Company's unique business model, and it is his vision that guides the Company. Further information is available at www.blackstone.com. Brian L LibmanChairman, Replay Acquisition Corp. Brian L Libman. 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. Mr. West earned his M.S. 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 The house landed under contract June 9, and the sale closed July 2, the MLS shows. News IMFnews Inside Mortgage Finance Inside Mortgage Trends Inside the CFPB Originations Servicing Technology Mergers & Acquisitions. He leads investments in technology, media, telecommunications and financial institutions, while also serving on the investment committee of the companys Tactical Opportunities funds. 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. 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). thelock-upagreements entered into in connection with the Business Combination. 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. and Libman Family Holdings LLC, solely in their joint capacity as the representative of the Continuing Unitholders (defined 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. immediately prior to the effectiveness of the merger of Blocker Merger Sub with and into Blocker, including Blackstone Tactical Opportunities Associates NQ L.L.C. Engage via Email. Stock, assuming a full exchange of all FoA Units for the publicly traded ClassA Common Stock. 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 The aggregate financial institutions as collateral or security for loans, advances or extensions of credit. New York, NY 10153 . The Reporting Persons intend to review on a continuing basis their investment in Of these Earnout Rights, one-half will be issued if the volume-weighted average price of the ClassA Common Stock exceeds $12.50 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. 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. Best Match Powered by Whitepages Premium AGE 50s Brian Mitchell Libman Delray Beach, FL (Kings Point) Aliases Brian M Lebman View Full Report Addresses Brad Finkelstein Originations Editor, National Mortgage News Reprint Transaction Agreement (incorporated by reference to Exhibit 10.3 to the Issuers Current Report on Form 8-K filed on April7, 2021). In his capacity as Chairman of the Board of Brian L. Libman oversees our Company's business strategy and has served as the Chairman of our board of directors since the closing of the Business Combination. Dr. Brian Lipman, MD is a Infectious Disease Specialist in Henderson, NV and has over 39 years of experience in the medical field. complete and correct. Prior to her role at American Express Global Business Travel, Ms. Corio served as Co-President of Miller Buckfire from April 2013 to May 2014. 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. 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.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 I upgraded everything the kitchen, twice, he said. 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. Stockholders Agreement (incorporated by reference to Exhibit 10.2 to the Issuers Current Report on Form 8-K filed on April7, 2021). Registration Rights Agreement (as defined below). On June 9, 2022, Mr. Libman was granted 47,619 restricted stock units, which vest on the earlier of (i) June 9, 2023 or (ii) the first regularly scheduled annual meeting of the stockholders of the Issuer following the grant date and each of which represents a contingent right to receive one share of Class A Common Stock of the Issuer. Mr. Lord has served as an IBM Senior Vice President of the Weather Company and IBM Alliances since January 2022. 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. (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 Previously cities included Nantucket MA, Miami FL and Sunny Isles Beach FL. Combination, and concurrently with the closing of the Business Combination on April1, 2021 (the Closing and such date, the Closing Date), the Issuer and 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). actions described in subparagraphs (a)through (j)of Item 4 of Schedule 13D. herein as beneficially owned by the Reporting Persons. Brian L. Libman. The Reporting Persons own Brian Flowers may also have lived outside of Ocean Shores, such as Aberdeen, Lacey and Seattle. anon-shelfregistered offering. Form 8-K filed on April7, 2021). www.replayacquisition.com, Blackstone is one of the worlds leading investment firms. Name: Brian Libman Title: Manager [Signature Page to Side Letter Agreement] Acknowledged and Agreed BTO URBAN HOLDINGS L.L.C. It is anticipated that the combined company will begin with a minimum of $250 million of cash and cash equivalents. 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. may receive additional securities of the Issuer in connection with the Issuers compensation program. 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 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. Credit Suisse Securities (USA) LLC is acting as capital markets advisor to Replay Acquisition. in Electrical Engineering from the California Institute of Technology in 1983, and graduated magna cum laude with a B.S. 11:26 am. 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. Blackstone is a full-service, private-equity funded investment bank based out of New York. 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. April 1, 2021 . Refine Your Search Results. Ms. Corio also held positions in credit and risk management and investor relations. Pro forma for the transaction, assuming no redemptions by Replay Acquisitions public shareholders, Management, entities managed by Finance of Americas founder and funds managed by Blackstone Tactical Opportunities will own approximately 70% of the combined company. Pursuant to the terms of the Amended and Restated Long-Term Incentive Plan (the LTIP), FoA granted to each employee who held phantom units Refine Your Search Results. 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. 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. Private Wealth Management at The Blackstone Group . Personal details about Brian include: political affiliation is unknown; ethnicity is Middle Eastern . 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 The transaction implies an equity valuation at closing for the combined company of $1.9 billion.