As filed with the Securities and Exchange Commission on December 22, 2020

Registration Statement No. 333-249897

 

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 1 to

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

FINANCE OF AMERICA COMPANIES INC.

REPLAY ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

		Finance of America Companies Inc.
Delaware		6770		85-3474065
Cayman Islands		Replay Acquisition Corp. 6770		N/A
(Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

767 Fifth Avenue, 46^th Floor

New York, New York 10153

(212) 891-2700

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

 

 

Finance of America Companies Inc. 767 Fifth Avenue, 46th Floor New York, New York 10153 (212) 891-2700		Replay Acquisition Corp. 767 Fifth Avenue, 46th Floor New York, New York 10153 (212) 891-2700

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Alan I. Annex Jason Simon Greenberg Traurig, P.A. 333 S.E. 2nd Avenue Miami, Florida 33131 Tel: (305) 579-0500		Joshua Ford Bonnie Elizabeth A. Cooper William R. Golden III Simpson Thacher & Bartlett LLP 900 G Street, N.W. Washington, D.C. 20001 Tel: (202) 636-5500

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and on completion of the business combination described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer    ☐				Accelerated filer                     ☐
Non-accelerated filer      ☒				Smaller reporting company    ☐
				Emerging growth company    ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered		Amount to be Registered(1)		Proposed Maximum Offering Price per Share(2)		Proposed Maximum Aggregate Offering Price(2)		Amount of Registration Fee(3)
Shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”)(4)(8)		28,750,000		$10.07		$289,512,500.00		$31,585.81
Warrants to purchase shares of Class A Common Stock(5)(8)		14,375,000		$0.93		$13,368,750.00		$1,458.53
Shares of Class A Common Stock issuable upon exercise of warrants(6)(7)(8)		14,375,000		$11.50		$165,312,500.00		$18,035.59
Units representing limited liability interests in Replay Acquisition LLC (“Replay LLC Units”)(9)		28,750,000		(9)		(9)		(9)
Warrants to purchase Replay LLC Units (9)		14,375,000		(9)		(9)		(9)
Total						$468,193,750.00		$51,079.93

(1)

All securities being registered will be issued by the Registrant. In connection with the business combination described in this registration statement and the proxy statement/prospectus included herein, a series of transactions will result in the outstanding ordinary shares and warrants of Replay Acquisition Corp., a Cayman Islands exempted company (“Replay”), becoming securities of the Registrant registered hereunder.

(2)	Based on the market price on November 4, 2020 of the ordinary shares of Replay and the warrants to acquire ordinary shares of Replay (the company to which the Registrant will succeed after the transactions described in this registration statement and the proxy statement/prospectus included herein).

(3)	Previously paid.

(4)	Consists of shares of Class A Common Stock issuable in exchange for outstanding ordinary shares of Replay, including ordinary shares included in outstanding units of Replay, each unit consisting of one ordinary share and one-half of one warrant.

(5)	Consists of warrants that will replace outstanding warrants of Replay.

(6)	Consists of shares of Class A Common Stock issuable upon exercise of warrants. Each warrant will entitle the warrant holder to purchase one share of Class A Common Stock at a price of $11.50 per share (subject to adjustment).

(7)	Calculated pursuant to Rule 457(g) under the Securities Act, based on the exercise price of the warrants.

(8)	Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(9)

Because the ordinary shares and warrants of Replay Acquistion Corp. that will be converted into Replay LLC Units and warrants to purchase Replay LLC Units will then immediately be converted into the right to receive shares of Class A Common Stock and warrants to purchase shares of Class A Common Stock pursuant to the Transaction Agreement, Replay Acquisition Corp. has not remitted a separate filing fee.

 

 

The Registrants hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The securities described herein may not be sold until the registration statement filed with the United States Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT AND PROSPECTUS

SUBJECT TO COMPLETION, DATED DECEMBER 22, 2020

REPLAY ACQUISITION CORP.

767 Fifth Avenue, 46^th Floor

New York, New York 10153

Dear Shareholders of Replay Acquisition Corp.:

On October 12, 2020, Replay Acquisition Corp., a Cayman Islands exempted company (“Replay,” “we,” “our” or “us”); Finance of America Equity Capital LLC, a Delaware limited liability company (“FoA”); Finance of America Companies Inc., a Delaware corporation and wholly owned subsidiary of Replay (“New Pubco”); RPLY Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of New Pubco (“Replay Merger Sub”); RPLY BLKR Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of New Pubco (“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., a Delaware limited liability company (“Blocker GP”); BTO Urban Holdings L.L.C., a Delaware limited liability company (“BTO Urban”), Blackstone Family Tactical Opportunities Investment Partnership – NQ – ESC L.P., a Delaware limited partnership (“ESC”), Libman Family Holdings LLC, a Connecticut limited liability company (“Family Holdings”), The Mortgage Opportunity Group LLC, a Connecticut limited liability company (“TMO”), L and TF, LLC, a North Carolina limited liability company (“L&TF”), UFG Management Holdings LLC, a Delaware limited liability company (“Management Holdings”), and Joe Cayre (each of BTO Urban, ESC, Family Holdings, TMO, L&TF, Management Holdings and Joe Cayre, a “Seller” and, collectively, the “Sellers” or the “Continuing Unitholders”); and BTO Urban and Family Holdings, solely in their joint capacity as the representative of the Sellers pursuant to Section 12.18 of the Transaction Agreement (as defined below) (the “Seller Representative”), entered into a Transaction Agreement (the “Transaction Agreement”) pursuant to which Replay agreed to combine with FoA in a series of transactions (collectively, the “Business Combination”) that will result in New Pubco becoming a publicly-traded company on the New York Stock Exchange (the “NYSE”) and controlling FoA in an “UP-C” structure.

Pursuant to the Business Combination, among other things:

(i) Replay will change its jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a limited liability company formed under the laws of the State of Delaware (the “Domestication”), whereby (A) each ordinary share, par value $0.0001 per share, of Replay (“Ordinary Shares”) outstanding immediately prior to the Domestication will be converted into a unit representing a limited liability company interest in Replay (each, a “Replay LLC Unit”) and (B) Replay will be governed by a limited liability company agreement (the “Replay LLCA”);

(ii) the Sellers and Blocker GP will sell to Replay limited liability company interests in FoA (“FoA Units”) in exchange for cash;

(iii) Replay Merger Sub will merge with and into Replay (the “Replay Merger”), with Replay surviving the Replay Merger as a direct wholly owned subsidiary of New Pubco and each Replay LLC Unit outstanding immediately prior to the effectiveness of the Replay Merger being converted into the right to receive one share of New Pubco’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”);

(iv) Blocker will be converted from a Delaware limited partnership to a Delaware limited liability company;

 

(v) Blocker Merger Sub will merge with and into Blocker (the “Blocker Merger”), with Blocker surviving the Blocker Merger as a direct wholly owned subsidiary of New Pubco and each limited liability company interest of Blocker (each, a “Blocker Share”) outstanding immediately prior to the effectiveness of the Blocker Merger being converted into the right to receive a combination of shares of Class A Common Stock and cash;

(vi) Blocker GP will contribute its remaining FoA Units to New Pubco in exchange for shares of Class A Common Stock, after which New Pubco will contribute such FoA Units to Blocker; and

(vii) New Pubco will issue to the Sellers shares of New Pubco’s Class B common stock, par value $0.0001 per share (“Class B Common Stock”), which will have no economic rights but will entitle each holder of at least one such share (regardless of the number of shares so held) 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 New Pubco are entitled to vote generally.

As a result of the Business Combination, among other things:

(A) New Pubco will indirectly hold (through Replay and Blocker) FoA Units and will have the sole and exclusive right to appoint the board of managers of FoA;

(B) the Sellers will hold (i) FoA Units that are exchangeable on a one-for-one basis for shares of Class A Common Stock and (ii) shares of Class B Common Stock; and

(C) the holders of Blocker Shares outstanding immediately prior to the effectiveness of the Blocker Merger (the “Blocker Shareholders”) and Blocker GP (together with the Blocker Shareholders, the “Continuing Stockholders”) will, directly or indirectly, hold shares of Class A Common Stock.

Concurrently with the execution of the Transaction Agreement:

(i) Replay entered into subscription agreements with various investors, including an affiliate of Replay Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which such investors agreed to purchase Ordinary Shares (which Ordinary Shares will be converted into Replay LLC Units pursuant to the Domestication and then will be converted into the right to receive shares of Class A Common Stock pursuant to the Replay Merger) (each such subscription agreement, a “Replay PIPE Agreement”); and

(ii) New Pubco entered into subscription agreements with certain funds affiliated with The Blackstone Group Inc. (“Blackstone,” and such funds, the “Blackstone Investors”) and Brian L. Libman and certain entities controlled by him (the “BL Investors” and, together with the Blackstone Investors, the “Principal Stockholders”) pursuant to which the Principal Stockholders agreed to purchase shares of Class A Common Stock (each such subscription agreement, a “New Pubco PIPE Agreement” and, together with the Replay PIPE Agreements, the “PIPE Agreements”).

In connection with the Business Combination, you are cordially invited to attend a general meeting (the “general meeting”) of shareholders of Replay. At the general meeting, Replay shareholders will be asked to consider and vote on:

 

1.

separate proposals to approve the (a) Domestication, (b) Replay LLCA and (c) Business Combination (collectively, the “Cayman Proposals”);

 

2.

separate proposals to approve, for the purposes of complying with the applicable listing standards of NYSE, the following issuances of Ordinary Shares, shares of Class A Common Stock and shares of Class B Common Stock in connection with the Transaction Agreement and the PIPE Agreements (collectively, the “Stock Issuance Proposals”):

 

•

Proposal 2(a): each issuance of Ordinary Shares pursuant to each Replay PIPE Agreement;

 

•

Proposal 2(b): each issuance of shares of Class A Common Stock pursuant to each New Pubco PIPE Agreement;

•

Proposal 2(c): each issuance of shares of Class A Common Stock pursuant to the Transaction Agreement;

 

•

Proposal 2(d): each issuance of shares of Class B Common Stock pursuant to the Transaction Agreement;

 

•

Proposal 2(e): each issuance of Ordinary Shares pursuant to each Replay PIPE Agreement entered into with an affiliate of the Sponsor;

 

•

Proposal 2(f): each issuance of shares of Class A Common Stock to the Sellers, Blocker and Blocker GP pursuant to the Transaction Agreement; and

 

•

Proposal 2(g): each issuance of shares of Class B Common Stock to the Sellers pursuant to the Transaction Agreement;

 

3.

separate proposals to approve the following material differences between the proposed Amended and Restated Certificate of Incorporation of New Pubco (the “Proposed Charter” and, together with the proposed Amended and Restated Bylaws of New Pubco (the “Proposed Bylaws”), the “Proposed Organizational Documents”) and Replay’s current Amended and Restated Memorandum and Articles of Association (the “Existing Organizational Documents”) (such proposals, collectively, the “Organizational Documents Proposals”):

 

•

Proposal 3(a): to approve the provision in the Proposed Charter changing the authorized share capital from $20,200 divided into 200,000,000 Ordinary Shares of a par value of $0.0001 each and 2,000,000 preferred shares of a par value of $0.0001 each, to authorized capital stock of 6,601,000,000 shares, consisting of 6,000,000,000 shares of Class A Common Stock, $0.0001 par value per share, 1,000,000 shares of Class B Common Stock, $0.0001 par value per share, and 600,000,000 shares of undesignated preferred stock, $0.0001 par value per share (we refer to this as “Organizational Documents Proposal A”);

 

•

Proposal 3(b): to approve the provisions in the Proposed Charter, pursuant to which only the board of directors, the chairman of the board of directors or the chief executive officer, by or at their direction, may call a special meeting of the stockholders generally entitled to vote, or the board of directors or the chairman of the board of directors must, by or at their direction, call such a special meeting at the request of the Principal Stockholders except during any time when the Principal Stockholders beneficially own, in the aggregate, less than 30% of the total voting power of all the then outstanding shares of stock of New Pubco entitled to vote in the election of directors (the “Voting Rights Threshold Period”) (we refer to this as “Organizational Documents Proposal B”); and

 

•

Proposal 3(c): to approve all other changes in connection with the replacement of the Existing Organizational Documents of Replay with the Proposed Organizational Documents of New Pubco, including, among other things, (i) changing from a blank check company seeking a business combination within a certain period (as provided in the Existing Organizational Documents), to a corporation having perpetual existence (as provided in the Proposed Charter), (ii) changing from no provision in the Existing Organizational Documents providing where certain claims must be brought, to requiring certain claims to be brought in the Court of Chancery of the State of Delaware or the federal district courts of the United States (as provided in the Proposed Organizational Documents), and (iii) changing from no provision in the Existing Organizational Documents with respect to corporate opportunities, to renouncing an interest or expectancy in certain corporate opportunities involving non-employee members of New Pubco’s board of directors, the Principal Stockholders and their respective affiliates (as provided in the Proposed Charter) (we refer to this as “Organizational Documents Proposal C”);

 

4.

a proposal to approve the adoption of the Finance of America Companies Inc. 2021 Omnibus Incentive Plan (the “Incentive Plan,” and such proposal, the “Incentive Plan Proposal”);

5.

a proposal to approve an extension of the date by which Replay must consummate a Business Combination (as defined in the Existing Organizational Documents) to October 8, 2021 (or, if elected by FoA prior to the date this Registration Statement is declared effective under the Securities Act, such other date designated by FoA) to be effected by way of amendment and restatement of the Existing Organizational Documents (the “Extension Proposal”); and

 

6.

a proposal to approve the adjournment of the general meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Cayman Proposals, the Stock Issuance Proposals, the Organizational Documents Proposals, the Incentive Plan Proposal and/or the Extension Proposal (the “Adjournment Proposal” and, together with the Cayman Proposals, the Stock Issuance Proposals, the Organizational Documents Proposals, the Incentive Plan Proposal and the Extension Proposal, the “Proposals”).

Each of the Proposals is more fully described in this proxy statement/prospectus, which each Replay shareholder is encouraged to review carefully and in its entirety.

In connection with the Transaction Agreement, if the Cayman Proposals are approved, Replay will deregister as an exempted company in the Cayman Islands and continue and domesticate as a limited liability company formed under the laws of the State of Delaware. Upon the effectiveness of the Domestication, each of our currently issued and outstanding Ordinary Shares will automatically convert in connection with the Domestication, on a one-for-one basis, into Replay LLC Units, and upon the effectiveness of the Replay Merger, each such Replay LLC Unit will automatically convert into the right to receive one share of Class A Common Stock.

Replay’s equity securities trade on NYSE. Each of Replay’s units consists of one Ordinary Share and one-half of one warrant and trades under the symbol “RPLA.U.” Replay’s Ordinary Shares and public warrants trade under the symbols “RPLA” and “RPLA.WS,” respectively. Each whole warrant entitles the holder to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The units that have not previously been separated at the election of holders will automatically separate into the component securities upon the closing of the Business Combination (the “Closing”) and, as a result, will no longer trade as a separate security. We intend to apply to list the shares of Class A Common Stock and New Pubco’s warrants (the “New Pubco Warrants”) on NYSE under the symbols “FOA” and “FOA.WS,” respectively.

Pursuant to our Existing Organizational Documents, we are providing the holders of Ordinary Shares originally sold as part of the units issued in our initial public offering, which closed on April 8, 2019 (the “IPO” and such holders, the “Public Shareholders”), with the opportunity to redeem, upon the Closing, all or a portion of the Ordinary Shares then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the trust account (the “Trust Account”) that holds the proceeds from the IPO and a portion of the proceeds from a concurrent private placement of warrants to Replay Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). For illustrative purposes, based on the fair value of marketable securities and cash held in the Trust Account as of September 30, 2020 of approximately $293.3 million, the estimated per share redemption price would have been approximately $10.20.

Public shareholders may elect to redeem their shares even if they vote for the Proposals. Notwithstanding the foregoing, a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), will be restricted from seeking redemption rights with respect to more than 15% of the Ordinary Shares included in the units sold in our IPO, which we refer to as the “15% threshold.” Accordingly, all such Ordinary Shares in excess of the 15% threshold beneficially owned by a public shareholder or group will not be redeemed for cash. Holders of Replay’s outstanding public warrants sold in the IPO do not have redemption rights in connection with the Business Combination. Our Sponsor, officers and directors have agreed to waive their redemption rights in connection with the Closing with respect to any Ordinary Shares they may hold, including the Ordinary Shares initially purchased by our Sponsor in a private placement prior to our IPO (the “Founder Shares”),

and our Sponsor has agreed not to redeem any public shares owned by it in connection with the Closing. The Founder Shares will be excluded from the pro rata calculation used to determine the per share redemption price. As of the date of this proxy statement/prospectus, our Sponsor, officers and directors collectively own 9,687,500 Ordinary Shares, representing approximately 27.0% of the outstanding Ordinary Shares. Our Sponsor, officers and directors have agreed to vote any Ordinary Shares owned by them in favor of each Proposal.

Replay is providing this proxy statement/prospectus and the accompanying proxy card to its shareholders in connection with the solicitation of proxies to be voted at the general meeting and any adjournments or postponements thereof, if applicable. Your vote is very important. Whether or not you plan to attend the general meeting in person, please submit your proxy card without delay.

We encourage you to read this proxy statement/prospectus carefully and in its entirety. In particular, you should carefully review the matters discussed under the caption “Risk Factors” beginning on page 48 of this proxy statement/prospectus.

Our board of directors unanimously recommends that Replay shareholders vote “FOR” each of the Proposals. When you consider the recommendation of Replay’s board of directors in favor of each of the Proposals, you should keep in mind that Replay’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. Please see the section entitled “Proposal No. 1—The Cayman Proposals—Proposal 1(c): The Business Combination—Interests of Certain Persons in the Business Combination.”

Approval of each of the Domestication, the Replay LLCA and the Extension Proposal requires that a special resolution be passed in accordance with the Companies Act (as amended) of the Cayman Islands (the “Cayman Islands Companies Act ”), being the affirmative vote of the holders of not less than two-thirds of the Ordinary Shares present and entitled to vote thereon at the general meeting. Approval of the Business Combination and each of the other Proposals requires the affirmative vote of the holders of a majority of the outstanding Ordinary Shares present and entitled to vote thereon at the general meeting.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the Proposals presented at the general meeting. If you fail to return your proxy card or fail to submit your proxy by telephone or over the Internet, or fail to instruct your bank, broker or other nominee how to vote, and do not attend the general meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the general meeting and, if a quorum is present, will have no effect on the Proposals. If you are a shareholder of record and you attend the general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE REPLAY REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO REPLAY’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE GENERAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

Thank you for your consideration of these matters.

Sincerely,

 

Edmond Safra Co-Chief Executive Officer Replay Acquisition Corp.

 

Gregorio Werthein Co-Chief Executive Officer Replay Acquisition Corp.

Whether or not you plan to attend the general meeting, please submit your proxy by signing, dating and mailing the enclosed proxy card in the pre-addressed postage-paid envelope or by using the telephone or Internet procedures provided to you by your broker or bank. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the general meeting and vote in person, you must obtain a proxy from your broker or bank.

In connection with the Domestication, in this Registration Statement Replay is offering (i) 28,750,000 Replay LLC Units, which shall automatically be converted into the right to receive an equal number of shares of Class A Common Stock of New Pubco pursuant to the Replay Merger, and (ii) 14,375,000 Warrants of Replay LLC, which shall automatically be converted into an equal number of Warrants of New Pubco pursuant to the Replay Merger. New Pubco is offering 28,750,000 shares of its Class A Common Stock and 14,375,000 New Pubco Warrants in this Registration Statement.

After the completion of the Business Combination, affiliates of the Principal Stockholders will be parties to a stockholders agreement and will beneficially own approximately 68.0% of the combined voting power of New Pubo’s Class A and Class B common stock (assuming no redemptions). As a result, we will be a “controlled company” within the meaning of the NYSE corporate governance standards. See “Management After the Business Combination—Controlled Company Exception” and “Security Ownership of Certain Beneficial Owners and Management.”

Neither the Securities and Exchange Commission nor any state securities commission has passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated                 , 2020 and is first being mailed to Replay shareholders on or about                 , 2020.

REPLAY ACQUISITION CORP.

767 Fifth Avenue, 46^th Floor

New York, New York 10153

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON                 , 2020

To the Shareholders of Replay Acquisition Corp.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders (the “general meeting”) of Replay Acquisition Corp., a Cayman Islands exempted company (“Replay”), will be held on                , 2020, at 10:00 a.m., Eastern time, at the offices of Greenberg Traurig, LLP, located at 1750 Tysons Boulevard, Suite 1000, McLean, Virginia 22102. You are cordially invited to attend the general meeting for the following purposes:

 

1.

separate proposals to approve the (a) Domestication, (b) Replay LLCA and (c) Business Combination (each as defined below, and collectively, the “Cayman Proposals”) pursuant to the Transaction Agreement, dated as of October 12, 2020 (as the same may be amended from time to time, the “Transaction Agreement”), by and among Replay; Finance of America Equity Capital LLC, a Delaware limited liability company (“FoA”); Finance of America Companies Inc., a Delaware corporation and wholly owned subsidiary of Replay (“New Pubco”); RPLY Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of New Pubco (“Replay Merger Sub”); RPLY BLKR Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of New Pubco (“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., a Delaware limited liability company (“Blocker GP”); BTO Urban Holdings L.L.C., a Delaware limited liability company (“BTO Urban”), Blackstone Family Tactical Opportunities Investment Partnership – NQ – ESC L.P., a Delaware limited partnership (“ESC”), Libman Family Holdings LLC, a Connecticut limited liability company (“Family Holdings”), The Mortgage Opportunity Group LLC, a Connecticut limited liability company (“TMO”), L and TF, LLC, a North Carolina limited liability company (“L&TF”), UFG Management Holdings LLC, a Delaware limited liability company (“Management Holdings”), and Joe Cayre (each of BTO Urban, ESC, Family Holdings, TMO, L&TF, Management Holdings and Joe Cayre, a “Seller” and, collectively, the “Sellers” or the “Continuing Unitholders”); and BTO Urban and Family Holdings, solely in their joint capacity as the representative of the Sellers pursuant to Section 12.18 of the Transaction Agreement (the “Seller Representative”), pursuant to which Replay agreed to combine with FoA in a series of transactions (collectively, the “Business Combination”) that will result in New Pubco becoming a publicly-traded company on the New York Stock Exchange (the “NYSE”) and controlling FoA in an “UP-C” structure. Pursuant to the Business Combination, among other things:

 

•

Replay will change its jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a limited liability company formed under the laws of the State of Delaware (the “Domestication”), whereby (A) each ordinary share, par value $0.0001 per share, of Replay (“Ordinary Shares”) outstanding immediately prior to the Domestication will be converted into a unit representing a limited liability company interest in Replay (each, a “Replay LLC Unit”) and (B) Replay will be governed by a limited liability company agreement (the “Replay LLCA”);

 

•

the Sellers and Blocker GP will sell to Replay limited liability company interests in FoA (“FoA Units”) in exchange for cash;

 

•

Replay Merger Sub will merge with and into Replay (the “Replay Merger”), with Replay surviving the Replay Merger as a direct wholly owned subsidiary of New Pubco and each Replay LLC Unit outstanding immediately prior to the effectiveness of the Replay Merger being converted into the right to receive one share of New Pubco’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”);

•

Blocker will be converted from a Delaware limited partnership to a Delaware limited liability company;

 

•

Blocker Merger Sub will merge with and into Blocker (the “Blocker Merger”), with Blocker surviving the Blocker Merger as a direct wholly owned subsidiary of New Pubco and each limited liability company interest of Blocker (each, a “Blocker Share”) outstanding immediately prior to the effectiveness of the Blocker Merger being converted into the right to receive a combination of shares of Class A Common Stock and cash;

 

•

Blocker GP will contribute its remaining FoA Units to New Pubco in exchange for shares of Class A Common Stock, after which New Pubco will contribute such FoA Units to Blocker; and

 

•

New Pubco will issue to the Sellers shares of New Pubco’s Class B common stock, par value $0.0001 per share (“Class B Common Stock”), which will have no economic rights but will entitle each holder of at least one such share (regardless of the number of shares so held) 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 New Pubco are entitled to vote generally;

 

•

Vote Required for Approval

 

○

The approval of each of the Domestication and the Replay LLCA requires a special resolution under the Cayman Islands Companies Act, being the affirmative vote of the holders of at least two-thirds of the Ordinary Shares who, being present and entitled to vote at the general meeting, vote at the general meeting. The approval of the Business Combination requires the affirmative vote of the holders of a majority of the outstanding Ordinary Shares present and entitled to vote thereon at the general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the general meeting;

 

•

The Wording of the Resolutions for the Domestication and the Replay LLCA

 

○

For the Domestication: “It is resolved as a Special Resolution that pursuant to the power contained in Clause 8 of the Replay’s Memorandum of Association and in the manner required by Article 175 of Replay’s Articles of Association, Replay be registered by way of continuation under the laws of the US State of Delaware, pursuant to sections 206 and 207 of the Companies Act (as amended) of the Cayman Islands and Section 18-212 of the Delaware Limited Liability Company Act”;

 

○

For the Replay LLCA: “It is resolved as a Special Resolution that pursuant to the power contained in Clause 8 of the Replay’s Memorandum of Association and in the manner required by Article 175 of Replay’s Articles of Association, the Replay LLCA be approved pursuant to sections 206 and 207 of the Companies Act (as amended) of the Cayman Islands and Section 18-212 of the Delaware Limited Liability Company Act”;

 

2.

separate proposals to approve, for the purposes of complying with the applicable listing standards of NYSE, the following issuances of Ordinary Shares, shares of Class A Common Stock and shares of Class B Common Stock in connection with the Transaction Agreement and the PIPE Agreements (collectively, the “Stock Issuance Proposals”):

 

•

Proposal 2(a): each issuance of Ordinary Shares pursuant to each Replay PIPE Agreement;

 

•

Proposal 2(b): each issuance of shares of Class A Common Stock pursuant to each New Pubco PIPE Agreement;

 

•

Proposal 2(c): each issuance of shares of Class A Common Stock pursuant to the Transaction Agreement;

 

•

Proposal 2(d): each issuance of shares of Class B Common Stock pursuant to the Transaction Agreement;

•

Proposal 2(e): each issuance of Ordinary Shares pursuant to each Replay PIPE Agreement entered into with an affiliate of the Sponsor;

 

•

Proposal 2(f): each issuance of shares of Class A Common Stock to the Sellers, Blocker and Blocker GP pursuant to the Transaction Agreement; and

 

•

Proposal 2(g): each issuance of shares of Class B Common Stock to the Sellers pursuant to the Transaction Agreement;

 

3.

separate proposals to approve the following material differences between the proposed Amended and Restated Certificate of Incorporation of New Pubco (the “Proposed Charter” and, together with the proposed Amended and Restated Bylaws of New Pubco (the “Proposed Bylaws”), the “Proposed Organizational Documents”) and Replay’s current Amended and Restated Memorandum and Articles of Association (the “Existing Organizational Documents”) (such proposals, collectively, the “Organizational Documents Proposals”):

 

•

Proposal 3(a): to approve the provision in the Proposed Charter changing the authorized share capital from $20,200 divided into 200,000,000 Ordinary Shares of a par value of $0.0001 each and 2,000,000 preferred shares of a par value of $0.0001 each, to authorized capital stock of 6,601,000,000 shares, consisting of 6,000,000,000 shares of Class A Common Stock, $0.0001 par value per share, 1,000,000 shares of Class B Common Stock, $0.0001 par value per share, and 600,000,000 shares of undesignated preferred stock, $0.0001 par value per share (we refer to this as “Organizational Documents Proposal A”);

 

•

Proposal 3(b): to approve the provisions in the Proposed Charter, pursuant to which only the board of directors, the chairman of the board of directors or the chief executive officer, by or at their direction, may call a special meeting of the stockholders generally entitled to vote, or the board of directors or the chairman of the board of directors must, by or at their direction, call such a special meeting at the request of the Principal Stockholders except at any time during any Voting Rights Threshold Period (we refer to this as “Organizational Documents Proposal B”); and

 

•

Proposal 3(c): to approve all other changes in connection with the replacement of the Existing Organizational Documents of Replay with the Proposed Organizational Documents of New Pubco, including, among other things, (i) changing from a blank check company seeking a business combination within a certain period (as provided in the Existing Organizational Documents), to a corporation having perpetual existence (as provided in the Proposed Charter), (ii) changing from no provision in the Existing Organizational Documents providing where certain claims must be brought, to requiring certain claims to be brought in the Court of Chancery of the State of Delaware or the federal district courts of the United States (as provided in the Proposed Organizational Documents), and (iii) changing from no provision in the Existing Organizational Documents with respect to corporate opportunities, to renouncing an interest or expectancy in certain corporate opportunities involving non-employee members of New Pubco’s board of directors, the Principal Stockholders and their respective affiliates (as provided in the Proposed Charter) (we refer to this as “Organizational Documents Proposal C”);

 

4.

a proposal to approve the adoption of the Finance of America Companies Inc. 2021 Omnibus Incentive Plan (the “Incentive Plan,” and such proposal, the “Incentive Plan Proposal”);

 

5.

a proposal to approve an extension of the date by which Replay must consummate a Business Combination (as defined in the Existing Organizational Documents) to October 8, 2021 (or, if elected by FoA prior to the date this Registration Statement is declared effective under the Securities Act, such other date designated by FoA) to be effected by way of amendment and restatement of the Existing Organizational Documents (the “Extension Proposal”);

 

•

Vote Required for Approval

 

○

The approval of the Extension Proposal requires a special resolution under Cayman Islands Companies Act, being the affirmative vote of the holders of not less than two-thirds of the Ordinary Shares present and entitled to vote thereon at the general meeting.;

•

Wording of the Special Resolution for the Extension Proposal

 

○

“It is resolved by Special Resolution that the existing Memorandum and Articles of Association of Replay be and are hereby replaced in their entirety with a new Memorandum and Articles of Association, a copy of which is annexed hereto”; and

 

6.

a proposal to approve the adjournment of the general meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Cayman Proposals, the Stock Issuance Proposals, the Organizational Documents Proposals, the Incentive Plan Proposal and/or the Extension Proposal (the “Adjournment Proposal” and, together with the Cayman Proposals, the Stock Issuance Proposals, the Organizational Documents Proposals, the Incentive Plan Proposal and the Extension Proposal, the “Proposals”).

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the financial statements and annexes attached thereto) for a more complete description of the proposed Business Combination and related transactions and each of our Proposals. We encourage you to read this proxy statement/prospectus carefully and in its entirety. If you have any questions or need assistance voting your shares, please call                , at                ; banks and brokers may reach                at                .

In light of the ongoing health concerns relating to the coronavirus (“COVID-19”) pandemic and to best protect the health and welfare of Replay’s shareholders and personnel, Replay urges that shareholders do not attend the general meeting in person. Shareholders are nevertheless urged to vote their proxies by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope.

The general meeting is currently scheduled to be held in person as indicated above. However, we are actively monitoring the COVID-19 pandemic, and if we determine that it is not possible or advisable to hold the general meeting in person, or to hold the meeting on the time or date or at the location indicated above, we will announce alternative arrangements for the meeting as promptly as practicable, which may include switching to a virtual or telephonic meeting format, or changing the time, date or location of the general meeting. Any such change will be announced via press release and the filing of additional proxy materials with the Securities and Exchange Commission.

 

		By Order of the Board of Directors,
, 2020
		Edmond Safra Gregorio Werthein Co-Chief Executive Officers

 

WHERE YOU CAN FIND MORE INFORMATION

Replay files reports, proxy statements/prospectuses and other information with the SEC as required by the Exchange Act. You can read Replay’s SEC filings, including this proxy statement/prospectus, over the Internet at the SEC’s website at http://www.sec.gov.

If you would like additional copies of this proxy statement/prospectus or if you have questions about the Business Combination or the Proposals to be presented at the general meeting, you should contact us by telephone or in writing:

Replay Acquisition Corp.

767 Fifth Avenue, 46^th Floor

New York, New York 10153

Telephone: (212) 891-2700

Attention: Legal and Compliance

E-mail: Info@replayacquisition.com

You may also obtain these documents by requesting them in writing or by telephone from                at the following address and telephone number:

 

If you are a shareholder of Replay and would like to request documents, please do so by                , 2020 to receive them before the Replay general meeting of shareholders. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt means.

All information contained or incorporated by reference in this proxy statement/prospectus relating to Replay has been supplied by Replay, and all such information relating to FoA has been supplied by FoA. Information provided by either Replay or FoA does not constitute any representation, estimate or projection of any other party.

Neither Replay nor FoA has authorized anyone to give any information or make any representation about the Business Combination or their companies that is different from, or in addition to, that contained in this proxy statement/prospectus or in any of the materials that have been incorporated in this proxy statement/prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this proxy statement/prospectus or the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this proxy statement/prospectus does not extend to you. The information contained in this proxy statement/prospectus speaks only as of the date of this proxy statement/prospectus unless the information specifically indicates that another date applies.

 

TABLE OF CONTENTS

 

ABOUT THIS PROXY STATEMENT/PROSPECTUS			1
FREQUENTLY USED TERMS			2
QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION			7
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS			20
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF FOA			37
SELECTED HISTORICAL FINANCIAL DATA OF REPLAY			40
SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION			42
COMPARATIVE PER SHARE INFORMATION			44
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			46
RISK FACTORS			48
UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL INFORMATION			106
THE GENERAL MEETING OF REPLAY SHAREHOLDERS			127
PROPOSAL NO. 1 – CAYMAN PROPOSALS			133
PROPOSAL NO. 2 – THE STOCK ISSUANCE PROPOSALS			183
PROPOSAL NO. 3 – THE ORGANIZATIONAL DOCUMENTS PROPOSALS			185
PROPOSAL NO. 4 – THE INCENTIVE PLAN PROPOSAL			191
PROPOSAL NO. 5 – THE EXTENSION PROPOSAL			198
PROPOSAL NO. 6 – THE ADJOURNMENT PROPOSAL			199
INFORMATION ABOUT FOA			200
FOA MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			225
CERTAIN FOA RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			291
INFORMATION ABOUT REPLAY			294
REPLAY MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			305
CERTAIN REPLAY RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			312
MANAGEMENT AFTER THE BUSINESS COMBINATION			315
COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS			334
DESCRIPTION OF SECURITIES			339
SHARES ELIGIBLE FOR FUTURE SALE			356
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			358
ADDITIONAL INFORMATION			362
INDEX TO FINANCIAL STATEMENTS			F-1
ANNEX A: TRANSACTION AGREEMENT			A-1
ANNEX B: FORM OF PIPE AGREEMENT			B-1
ANNEX C: AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF REPLAY			C-1
ANNEX D: AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEW PUBCO			D-1
ANNEX E: AMENDED AND RESTATED BYLAWS OF NEW PUBCO			E-1

 

 

i

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “SEC”), by Finance of America Companies Inc. and Replay (File No. 333-249897), constitutes a prospectus of Finance of America Companies Inc. under Section 5 of the Securities Act, with respect to the Replay LLC Units, shares of Class A Common Stock and the warrants to purchase shares of Class A Common Stock to be issued in connection with the Domestication and Replay Merger, and the shares of Class A Common Stock issuable upon the exercise of such warrants, if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the general meeting of Replay shareholders at which Replay shareholders will be asked to consider and vote upon a proposal to approve the Business Combination, among other matters.

 

1

FREQUENTLY USED TERMS

In this document:

“Adjournment Proposal” means a proposal to adjourn the general meeting of the shareholders of Replay to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the general meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for vote at such general meeting.

“AML Laws” means the anti-money laundering and counter-terrorist financing provisions of the Bank Secrecy Act, including the USA Patriot Act, which require non-bank lenders to monitor for, detect and report suspicious activity to the U.S. Treasury’s Financial Crimes Enforcement Network.

“BL Investors” means Brian L. Libman and certain entities controlled by him.

“Blackstone” means The Blackstone Group Inc.

“Blackstone Investors” means certain funds affiliated with Blackstone.

“Blocker” means Blackstone Tactical Opportunities Fund (Urban Feeder) – NQ L.P., a Delaware limited partnership.

“Blocker GP” means Blackstone Tactical Opportunities Associates – NQ L.L.C., a Delaware limited liability company.

“Blocker Merger” means the merger of Blocker Merger Sub with and into Blocker, with Blocker surviving the merger as a direct wholly owned subsidiary of New Pubco.

“Blocker Merger Sub” means RPLY BLKR Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of New Pubco.

“Blocker Shareholders” means the holders of Blocker Shares outstanding immediately prior to the effectiveness of the Blocker Merger.

“broker non-vote” means the failure of a Replay shareholder, who holds his or her shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.

“Business Combination” means the transactions contemplated by the Transaction Agreement, pursuant to which Replay will combine with FoA in a series of transactions that will result in New Pubco becoming a publicly-traded company on NYSE and controlling FoA in an “UP-C” structure.

“Cayman Proposals” means the proposals to approve each of the Domestication, the Replay LLCA and the Business Combination.

“CFPB” means the Consumer Financial Protection Bureau.

“Class A Common Stock” means New Pubco’s shares of Class A common stock, par value $0.0001 per share, with each Replay LLC Unit outstanding immediately prior to the effectiveness of the Replay Merger converting into the right to receive one share of.

“Class B Common Stock” means New Pubco’s shares of Class B common stock, par value $0.0001 per share, which will not have economic rights but will entitle each 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 New Pubco are entitled to vote generally.

 

2

“Closing” means the consummation of the Business Combination.

“Code” means the Internal Revenue Code of 1986, as amended.

“Continuing Stockholders” means, collectively, the Blocker Shareholders and Blocker GP.

“Continuing Unitholders” means, collectively, BTO Urban, ESC, Family Holdings, TMO, L&TF, Management Holdings and Joe Cayre.

“DGCL” means the Delaware General Corporation Law.

“DLLCA” means the Delaware Limited Liability Company Act.

“Dodd-Frank Act” means the Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended, together with its implementing regulations.

“Domestication” means Replay’s change of jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a limited liability company formed under the laws of the State of Delaware.

“ECOA” means the Equal Credit Opportunity Act, as amended, together with its implementing regulations (Regulation B).

“EFTA” means the Electronic Funds Transfer Act, as amended, and its implementing regulations (Regulation E).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“FACo” means Finance of America Commercial LLC, an indirect subsidiary of FoA.

“Fair Housing Act” means the Fair Housing Act.

“FAM” means Finance of America Mortgage LLC, an indirect subsidiary of FoA.

“Fannie Mae” means the Federal National Mortgage Association.

“FAR” means Finance of America Reverse LLC, an indirect subsidiary of FoA.

“FCRA” means the Fair Credit Reporting Act, as amended, and its implementing regulations (Regulation V).

“FDCPA” means the Fair Debt Collection Practices Act.

“FHA” means the Federal Housing Administration.

“FHFA” means the Federal Housing Finance Agency.

“FoA” means Finance of America Equity Capital LLC, a Delaware limited liability company.

“FoA Units” means limited liability company interests in FoA that are exchangeable on a one-for-one basis into Class A Common Stock.

 

3

“Founder Shares” means the Ordinary Shares initially purchased by the Sponsor in a private placement in connection with the IPO.

“Freddie Mac” means the Federal Home Loan Mortgage Corp.

“GAAP” means United States generally accepted accounting principles.

“Ginnie Mae” means the Government National Mortgage Association.

“GLBA” means the Gramm-Leach-Bliley Act, together with its implementing regulations (Regulation P).

“GSE” means Government-Sponsored Enterprises, such as Fannie Mae and Freddie Mac.

“HECM” means Home Equity Conversion Mortgages.

“HMBS” means Ginnie Mae Home Equity Conversion Mortgage-Backed Securities.

“HMDA” means the Home Mortgage Disclosure Act, together with its implementing regulations (Regulation C).

“HPA” means the Homeowners Protection Act, as amended.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“HUD” means the U.S. Department of Housing and Urban Development.

“initial business combination” means Replay’s initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

“Initial Shareholders” means the Sponsor and Replay’s officers and directors.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IPO” means Replay’s initial public offering of units, consummated on April 8, 2019.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“MBS” means mortgage backed securities.

“MSR” means mortgage servicing rights.

“New Pubco” means Finance of America Companies Inc., a Delaware corporation and wholly owned subsidiary of Replay.

“New Pubco PIPE Agreements” means the subscription agreements entered into by New Pubco with the Principal Stockholders pursuant to which the Principal Stockholders agreed to purchase shares of Class A Common Stock.

“NYSE” means The New York Stock Exchange.

“OFAC” means the rules promulgated by the Office of Foreign Assets Control.

“Ordinary Shares” means Replay’s ordinary shares, par value $0.0001 per share.

 

4

“Outside Date” means April 8, 2021; provided, that if Replay shareholders approve the Extension Proposal, “Outside Date” means October 8, 2021 (or, if another date is designated by FoA prior to the date this Registration Statement is declared effective under the Securities Act, such other date).

“PCAOB” means the Public Company Accounting Oversight Board.

“PIPE” means, collectively, the transactions contemplated by the PIPE Agreements.

“PIPE Agreements” means, collectively, the Replay PIPE Agreements and the New Pubco PIPE Agreements.

“Pre-Closing Reorganization” means an internal reorganization involving FoA, certain of its subsidiaries and certain of its and their direct and indirect equityholders, to occur prior to the completion of the Business Combination.

“Principal Stockholders” means, collectively, the Blackstone Investors and the BL Investors.

“Private Placement Warrants” means the warrants to purchase Units purchased in a private placement in connection with the IPO.

“prospectus” means the prospectus included in the Registration Statement on Form S-4 (Registration No. 333-249897) filed with the U.S. Securities and Exchange Commission.

“Public Shares” means Ordinary Shares issued as part of the Units sold in the IPO.

“Public Shareholders” means the holders of Ordinary Shares.

“Public Warrants” means the Warrants included in the Units sold in Replay’s IPO, each of which is exercisable for one Ordinary Share, in accordance with its terms.

“Purchaser-Side Parties” means, collectively, Replay, New Pubco, Replay Merger Sub and Blocker Merger Sub.

“Replay” means Replay Acquisition Corp., a Cayman Islands exempted company.

“Replay LLCA” means the limited liability company agreement that Replay will be governed by pursuant to the Domestication.

“Replay LLC Unit” means the units representing Replay’s limited liability company interests which each Ordinary Share outstanding immediately prior to the Domestication will be converted into.

“Replay Merger” means the merger of Replay Merger Sub with and into Replay, with Replay surviving the merger as a direct wholly owned subsidiary of New Pubco.

“Replay Merger Sub” means RPLY Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of New Pubco.

“Replay PIPE Agreements” means the subscription agreements entered into by Replay and various investors, pursuant to which such investors agreed to purchase Ordinary Shares (which Ordinary Shares will be converted into Replay LLC Units pursuant to the Domestication and then will be converted into the right to receive shares of Class A Common Stock pursuant to the Replay Merger).

 

5

“RESPA” means the Real Estate Settlement Procedures Act, as amended, together with its implementing regulations (Regulation X).

“SAFE Act” means the S.A.F.E Mortgage Licensing Act, as amended.

“SCRA” means the Servicemembers’ Civil Relief Act, as amended.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Seller Representative” means BTO Urban and Family Holdings, solely in their joint capacity as the representative of the Sellers pursuant to Section 12.18 of the Transaction Agreement.

“Seller-Side Parties” means, collectively, FoA, the Sellers, Blocker and Blocker GP.

“Sellers” means BTO Urban Holdings L.L.C., a Delaware limited liability company, Blackstone Family Tactical Opportunities Investment Partnership – NQ – ESC L.P., a Delaware limited partnership, Libman Family Holdings LLC, a Connecticut limited liability company, The Mortgage Opportunity Group LLC, a Connecticut limited liability company, L and TF, LLC, a North Carolina limited liability company, UFG Management Holdings LLC, a Delaware limited liability company, and Joe Cayre.

“Sponsor” means Replay Sponsor, LLC, a Delaware limited liability company.

“TCPA” means the Telephone Consumer Protection Act, as amended.

“TILA” means the Truth in Lending Act, as amended, together with its implementing regulations (Regulation Z).

“Transaction Agreement” means the Transaction Agreement, dated as of October 12, 2020, as may be amended, by and among Replay, FoA, New Pubco, Replay Merger Sub, Blocker Merger Sub, Blocker, Blocker GP and the Sellers.

“Trust Account” means the trust account that holds a portion of the proceeds of the IPO and the concurrent sale of the Private Placement Warrants.

“UFG” means UFG Holdings LLC, a Delaware limited liability company.

“Units” means one Ordinary Share and one-half of one Warrant.

“USDA” means the U.S. Department of Agriculture.

“VA” means the U.S. Department of Veterans Affairs.

“Warrants” means warrants to purchase Ordinary Shares as contemplated under the Replay Warrant Agreement, with each warrant exercisable for one Ordinary Shares at an exercise price of $11.50.

“Warrant Agreement” means the warrant agreement, dated April 8, 2019, by and between Replay and Continental Stock Transfer & Trust Company, governing Replay’s outstanding Warrants.

 

6

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

The following questions and answers briefly address some commonly asked questions about the Proposals to be presented at the general meeting of shareholders, including with respect to the proposed Business Combination. The following questions and answers may not include all the information that is important to Replay shareholders. Shareholders are urged to read carefully this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein.

Questions and Answers About the General Meeting of Replay’s Shareholders and the Related Proposals

 

Q.	Why am I receiving this proxy statement/prospectus?

 

A.

Replay has entered into the Transaction Agreement with FoA and the other parties thereto, pursuant to which Replay agreed to combine with FoA in a series of transactions that will result in New Pubco becoming a publicly-traded company on NYSE and controlling FoA in an “UP-C” structure. A copy of the Transaction Agreement is attached to this proxy statement/prospectus as Annex A.

Among other Proposals, Replay shareholders are being asked to consider and vote upon the Cayman Proposals in order to approve each of the Domestication, the Replay LLCA and the Business Combination.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the Proposals to be acted upon at the general meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety. This document also constitutes a prospectus of New Pubco with respect to the shares of Class A Common Stock and the Warrants to purchase shares of Class A Common Stock issuable in connection with the Domestication and the Replay Merger and the shares of Class A Common Stock issuable upon the exercise of such warrants.

 

Q.	What matters will shareholders consider at the general meeting?

 

A.	At the Replay general meeting, Replay will ask its shareholders to vote in favor of the following Proposals:

The Cayman Proposals: separate proposals to approve the Domestication, the Replay LLCA and the Business Combination.

The Stock Issuance Proposals: separate proposals to approve, for the purposes of complying with the applicable listing standards of NYSE, issuances of Ordinary Shares, shares of Class A Common Stock and shares of Class B Common Stock in connection with the Transaction Agreement and the PIPE Agreements.

The Organizational Documents Proposals: proposals to replace the Existing Organizational Documents, under the Cayman Islands Companies Act, with the Proposed Organizational Documents, under the DGCL.

The Incentive Plan Proposal: a proposal to approve and adopt the Incentive Plan.

The Extension Proposal: a proposal to approve an extension of the date by which Replay must consummate an initial business combination to October 8, 2021 (or, if elected by FoA prior to the date this Registration Statement is declared effective under the Securities Act, such other date designated by FoA).

The Adjournment Proposal: a proposal to adjourn the general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the general meeting, there are not sufficient votes to approve one or more Proposals presented to shareholders for vote.

 

Q.	Are any of the Proposals conditioned on one another?

 

A.

The Stock Issuance Proposal is conditioned on the approval of the Cayman Proposals and the Organizational Documents Proposals. The Organizational Documents Proposals are conditioned on the approval of the Cayman Proposals. The Incentive Plan Proposal is conditioned on the approval of the Cayman Proposals, the Organizational Documents Proposals and the Stock Issuance Proposal. The Extension Proposal and the Adjournment Proposal do not require the approval of any of the other Proposals to be effective.

 

7

It is important for you to note that unless each of the Cayman Proposals, the Stock Issuance Proposals, the Organizational Documents Proposals and the Incentive Plan Proposal are approved, then Replay will not consummate the Business Combination. If Replay does not consummate the Business Combination and fails to complete an initial business combination by April 8, 2021 (as such date may be extended pursuant to the Extension Proposal), Replay will be required to dissolve and liquidate.

 

Q.	What will happen upon the consummation of the Business Combination?

 

A.	Pursuant to the Business Combination, among other things:

(i) Replay will effect the Domestication, whereby (A) each Ordinary Share outstanding immediately prior to the Domestication will be converted into a Replay LLC Unit and (B) Replay will be governed by the Replay LLCA;

(ii) the Sellers and Blocker GP will sell to Replay FoA Units in exchange for cash;

(iii) the Replay Merger will occur, with each Replay LLC Unit outstanding immediately prior to the effectiveness of the Replay Merger being converted into the right to receive one share of Class A Common Stock;

(iv) Blocker will be converted from a Delaware limited partnership to a Delaware limited liability company;

(v) the Blocker Merger will occur, with each Blocker Share outstanding immediately prior to the effectiveness of the Blocker Merger being converted into the right to receive a combination of shares of Class A Common Stock and cash;

(vi) Blocker GP will contribute its remaining FoA Units to New Pubco in exchange for shares of Class A Common Stock, after which New Pubco will contribute such FoA Units to Blocker; and

(vii) New Pubco will issue to the Sellers shares of Class B Common Stock, which will have no economic rights but will entitle each holder of at least one such share (regardless of the number of shares so held) 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 New Pubco are entitled to vote generally.

As a result of the Business Combination, among other things:

(A) New Pubco will indirectly hold (through Replay and Blocker) FoA Units and will have the sole and exclusive right to appoint the board of managers of FoA;

(B) the Sellers will hold (i) FoA Units that are exchangeable on a one-for-one basis for shares of Class A Common Stock and (ii) shares of Class B Common Stock; and

(C) the Continuing Stockholders will, directly or indirectly, hold shares of Class A Common Stock.

Following the entry into the Transaction Agreement, a subsidiary of FoA issued senior notes in an aggregate principal amount of $350 million. In the event that FoA or any of its subsidiaries were to issue additional senior notes such that the aggregate principal amount of the previously issued senior notes, together with the aggregate principal amount of the additional senior notes, would exceed $350 million, then the number of FoA Units sold by the Sellers and Blocker GP will be reduced and the amount of FoA Units Cash Consideration to be received by the Sellers and Blocker GP will be reduced and the ratio of shares of Class A Common Stock and cash received by the Blocker Shareholders would change so that such Blocker Shareholders would receive more Class A Common Stock and less cash. The reduction in cash to the Sellers, Blocker GP and the Blocker Shareholders will be pro rata based on their percentages of FoA Units held following the Pre-Closing Reorganization.

 

8

Q.	Why is Replay proposing the Business Combination?

 

A.	Replay was organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Replay is not limited to any particular geography, industry or sector.

Replay received $287,500,000 from its IPO (including net proceeds from the exercise by the underwriters of their over-allotment option) and sale of the Private Placement Warrants, which was placed into the Trust Account immediately following the IPO. In accordance with Replay’s Existing Organizational Documents, the funds held in the Trust Account will be released upon the consummation of the Business Combination. See the question entitled “What happens to the funds held in the Trust Account upon consummation of the Business Combination?”

There currently are 35,937,500 Ordinary Shares issued and outstanding. In addition, there currently are 22,125,000 Warrants issued and outstanding, including 7,750,000 Private Placement Warrants that were sold by Replay in a private sale simultaneously with Replay’s IPO. Each whole Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share. The Warrants will become exercisable 30 days after the completion of Replay’s Business Combination, and expire at 5:00 p.m., New York City time, five years after the completion of Replay’s Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants, however, are non-redeemable so long as they are held by their initial purchaser.

Under Replay’s Existing Organizational Documents, Replay must provide all holders of Public Shares with the opportunity to have their Public Shares redeemed upon the consummation of Replay’s initial business combination in conjunction with a shareholder vote.

 

Q.	Who is FoA?

 

A.

FoA is a vertically integrated, diversified lending platform that connects borrowers with investors. FoA operates with the goal of minimizing risk; it offers a diverse set of high-quality consumer loan products and distributes that risk to investors for an up-front cash profit and typically some future performance-based participation. FoA believes it has a differentiated, less volatile strategy than monoline mortgage lenders who focus on originating interest rate sensitive traditional mortgages and retain significant portfolios of mortgage servicing rights with large potential future advancing obligations. In addition to FoA’s profitable lending operations, it provides a variety of services to lenders through its Lender Services segment, which augments its lending profits with an attractive fee-oriented revenue stream.

 

Q.	What equity stake will current Replay shareholders and FoA securityholders have in New Pubco after the Closing?

 

A.

After the Closing, assuming no redemptions by Replay’s Public Shareholders and the exchange of all FoA Units by the Continuing Unitholders, approximately 30% of New Pubco will be beneficially owned by the shareholders of Replay, including the investors in the PIPE Agreements, and approximately 70% of New Pubco will be beneficially owned by current FoA securityholders. For additional information, see “Security Ownership of Certain Beneficial Owners and Management.”

 

Q.	Who will be the directors and officers of New Pubco if the Business Combination is consummated?

 

A.

The Transaction Agreement provides that, immediately following the consummation of the Business Combination, the New Pubco Board (as defined herein) will consist of persons designated by FoA, who are currently contemplated to be Brian L. Libman, Patricia L. Cook, Menes Chee, Norma C. Corio, Robert W. Lord, Tyson A. Pratcher and Lance N. West. In connection with the Business Combination, concurrently with the Closing, New Pubco and certain pre-Closing equityholders of FoA will enter into a Stockholders Agreement (the “Stockholders Agreement”). Pursuant to the Stockholders Agreement, each of the Principal

 

9

Stockholders will be entitled to nominate a certain number of directors to the New Pubco Board, based on each such holder’s ownership of the voting securities of New Pubco. The nomination rights of each Principal Stockholder are substantially identical and subject to the same terms, conditions and requirements. The number of directors that each of the Blackstone Investors and the BL Investors will separately be entitled to designate to the New Pubco 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 than 40% of the outstanding shares of Class A Common Stock, assuming a full exchange of all FoA Units for the publicly traded Class A Common Stock, such applicable investors will be entitled to designate the lowest whole number of directors that is greater than 40% of the members of the New Pubco 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 lowest whole number of directors that is greater than 30% of the members of the New Pubco 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 entitled to designate the lowest whole number of directors that is greater than 20% of the members of the New Pubco 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 applicable investors will be entitled to designate the lowest whole number of directors that is greater than 10% of the members of the New Pubco Board). New Pubco’s executive officers will consist of Patricia L. Cook, Graham Fleming, Jeremy Prahm, Anthony W. Villani and Tai A. Thornock. For additional information, see “Management After the Business Combination” and “Certain Agreements Related to the Business Combination—Stockholders Agreement.”

 

Q.	What conditions must be satisfied to complete the Business Combination?

 

A.	There are a number of closing conditions in the Transaction Agreement. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “The Cayman Proposals—Proposal 1(c): The Business Combination—The Transaction Agreement.”

 

Q.	Why is Replay proposing the Domestication as part of the Cayman Proposals?

 

A.

The Transaction Agreement requires us to consummate the Domestication and approve the Replay LLCA in connection with the Domestication. As permitted by the DLLCA, the Replay LLCA will provide that the Transaction Agreement and related documents, Replay’s execution, delivery and performance of such documents and the consummation of the Replay Merger and the other transactions contemplated by such documents are authorized without further action, vote or approval of the board of managers of Replay, the members of Replay or any other person. The foregoing is discussed in greater detail in the section entitled “The Cayman Proposals—Proposal 1(a): The Domestication—Reasons for the Domestication.”

In connection with the Domestication, we will file a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and will file a certificate of formation and a certificate of limited liability company domestication with the Secretary of State of the State of Delaware, under which Replay will be domesticated and continue as a Delaware limited liability company subject to the Replay LLCA and the DLLCA. Following the Domestication, pursuant to the Replay Merger, Replay Merger Sub will be merged with and into Replay, with Replay continuing as the surviving entity and a wholly-owned subsidiary of New Pubco. Replay LLC Units will be converted in the Replay Merger into the right to receive shares of Class A Common Stock.

 

Q.	How will the Domestication affect my Public Shares, Public Warrants and Units?

 

A.

Upon the effectiveness of the Domestication, each issued and outstanding (i) Ordinary Share will automatically convert by operation of law into one Replay LLC Unit (i.e., a 1:1 conversion ratio) and (ii) Public Warrant will automatically convert into one Warrant to purchase Replay LLC Units. Upon the effectiveness of the Replay Merger, each issued and outstanding (A) Replay LLC Unit will automatically convert into the right to receive one share of Class A Common Stock (i.e., a 1:1 conversion ratio) and

 

10

(B) Warrant will automatically convert into the right to receive one Warrant to purchase a share of Class A Common Stock. The Units will automatically separate into the component securities upon consummation of the Business Combination and, as a result, will no longer trade as a separate security. Under the terms of the Warrant Agreement, if, upon the separation of Public Warrants from the Units, a holder of Public Warrants would be entitled to receive a fractional Public Warrant, Replay will round down to the nearest whole number the number of Public Warrants to be issued to such holder. Disregarding any decrease in the aggregate number of Public Warrants caused by such “rounding down” process, and assuming no Public Warrants are tendered in the Warrant Offer (as defined herein), the aggregate number of Public Warrants outstanding immediately following the consummation of the Business Combination will be the same as the aggregate number of Public Warrants outstanding prior to the consummation of the Business Combination. We intend to apply to list the shares of Class A Common Stock and the New Pubco Warrants on NYSE under the symbol “FOA” And “FOA.WS,” respectively.

 

Q.	What happens if I sell my Ordinary Shares before the general meeting of shareholders?

 

A.

The record date for the general meeting of shareholders will be earlier than the date that the Business Combination is expected to be completed. If you transfer your Ordinary Shares after the record date, but before the general meeting of shareholders, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the general meeting of shareholders.

 

Q.	What vote is required to approve the Proposals presented at the general meeting of shareholders?

 

A.

Approval of each of the Domestication, the Replay LLCA and the Extension Proposal requires that a special resolution be passed in accordance with the Cayman Islands Companies Act, being the affirmative vote of the holders of not less than two-thirds of the Ordinary Shares present and entitled to vote thereon at the general meeting. Approval of the Business Combination and each of the other Proposals requires the affirmative vote of the holders of a majority of the outstanding Ordinary Shares present and entitled to vote thereon at the general meeting.

 

Q.	May Replay or Replay’s Sponsor, directors, officers or advisors, or their affiliates, purchase shares in connection with the Business Combination?

 

A.

In connection with the shareholder vote to approve the proposed Business Combination, Replay may privately negotiate transactions to purchase shares prior to the Closing from shareholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per-share pro rata portion of the Trust Account. None of our Sponsor, directors, officers or advisors or their respective affiliates, will make any such purchases when they are in possession of any material non-public information not disclosed to the seller. Such a purchase would include a contractual acknowledgement that such shareholder, although still the record holder of such shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our Sponsor, directors, officers or advisors, or their affiliates, purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per-share pro rata portion of the Trust Account. The purpose of these purchases would be to increase the amount of cash available to Replay for use in the Business Combination.

 

Q.	How many votes do I have at the general meeting of shareholders?

 

A.

Replay’s shareholders are entitled to one vote at the general meeting for each Ordinary Share held of record as of the record date. As of the close of business on the record date, there were 35,937,500 outstanding Ordinary Shares. Holders of Replay’s Warrants, in their capacities as such, will not be entitled to vote on any of the Proposals.

 

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Q.	What interests do Replay’s current officers and directors have in the Business Combination?

 

A.	Replay’s directors and executive officers may have interests in the Business Combination that are different from, in addition to or in conflict with, yours. These interests include:

 

•

the beneficial ownership of the Sponsor and certain of Replay’s directors of an aggregate of 7,187,500 Founder Shares, which shares would become worthless if Replay does not complete a business combination within the applicable time period, as Replay’s Initial Shareholders have waived any right to redemption with respect to these shares. Such shares have an aggregate market value of approximately $    million based on the closing price of Ordinary Shares of $                on NYSE on                , 2020, the record date for the general meeting of shareholders;

 

•

Replay’s directors will be reimbursed for any out-of-pocket expenses incurred by them on Replay’s behalf incident to identifying, investigating and consummating a business combination; and

 

•

the continued indemnification and advancement of expenses of current directors and officers of Replay and the continuation of directors’ and officers’ liability insurance after the Business Combination.

These interests may influence Replay’s directors in making their recommendation that you vote in favor of the approval of the Business Combination. You should also read the section entitled “The Cayman Proposals—Proposal 1(c): The Business Combination—Certain Other Interests in the Business Combination.”

 

Q.	What positive and negative factors did Replay’s board of directors consider in connection with the Transaction Agreement?

 

A.

In evaluating the Business Combination, Replay’s board of directors consulted with Replay’s management and financial and legal advisors. In reaching its unanimous decision to approve the Transaction Agreement and the transactions contemplated by the Transaction Agreement, Replay’s board of directors considered a range of factors, including, but not limited to, the following positive factors which generally supported its decision to enter the Transaction Agreement and the transactions contemplated thereby: FoA is highly differentiated within its sector; FoA enjoys cycle resistant earnings driven by product diversity and technology; FoA is led by a strong and experienced management team; FoA is built with an emphasis on the highest ethical standards; FoA is supported by secular tailwinds; FoA is also supported by multiple avenues for growth; FoA is coming to the public markets at an attractive valuation; and the transaction presents strong alignment of interests.

Replay’s board of directors also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination including, but not limited to, the following: FoA’s valuation relative to its peers, as well as appropriate valuation metrics; FoA’s expected performance under a more normalized operating scenario in the coming years, in particular with respect to prevailing interest rates and margins; FoA’s ability to continue acquiring and integrating going forward; the credit profile in products and services offered by FoA; the risk of increased competition from new entrants, including tech-based companies, or existing players, given the highly profitable current operating environment; the risks associated with the assets held on FoA’s balance sheet; the potential impact from changes in the political and regulatory environment, particularly in relation to government-sponsored enterprises; potential disruption to the normal functioning of the securitizations market; the impact of the COVID-19 pandemic on FoA’s business and on its counterparties, liquidity and employees; the interests of Replay’s directors and officers in the Business Combination (see “Proposal 1(c): The Business Combination—Interests of Replay’s Directors and Officers in the Business Combination”); and various other risk factors associated with the business of FoA, as described in the section entitled “Risk Factors” appearing elsewhere in this document. See “Proposal 1(c): The Business Combination—Replay’s Board of Directors’ Reasons for the Approval of the Business Combination.”

 

12

Q.	Did Replay’s board of directors obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

 

A.

Replay’s board of directors did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. Replay’s board of directors believes that based upon the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its shareholders. The board of directors also determined, without seeking a valuation from a financial advisor, that FoA’s fair market value was at least 80% of Replay’s net assets (net of taxes payable and excluding the amount of any deferred underwriting discounts held in trust). Accordingly, investors will be relying on the judgment of Replay’s board of directors as described above in valuing the FoA business and assuming the risk that the board of directors may not have properly valued such business.

 

Q.	What happens if the Business Combination is not approved?

 

A.	If the Business Combination is not approved and Replay does not consummate an initial business combination by the Outside Date, Replay will be required to wind up its affairs, liquidate the Trust Account and subsequently dissolve.

 

Q.	Do I have redemption rights?

 

A.

If you are a holder of Public Shares, you may redeem your Public Shares (which shares would become Replay LLC Units in the Domestication, which would then convert into the right to receive shares of Class A Common Stock pursuant to the Replay Merger) for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account, which holds the proceeds of Replay’s IPO, as of two business days prior to the consummation of the Business Combination, including interest (which interest shall be net of taxes payable), upon the consummation of the Business Combination. The per-share amount Replay will distribute to holders who properly redeem their shares will not be reduced by the deferred underwriting commissions Replay will pay to the underwriters of its IPO if the Business Combination is consummated. Holders of the outstanding Public Warrants do not have redemption rights with respect to such Warrants in connection with the Business Combination. The Sponsor has agreed to waive its redemption rights with respect to its Founder Shares and any Public Shares that it may have acquired during or after Replay’s IPO in connection with the completion of Replay’s initial business combination. The Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. For illustrative purposes, based on funds in the Trust Account of approximately $293.3 million on September 30, 2020, the estimated per share redemption price would have been approximately $10.20. This is greater than the $10.00 IPO price of Replay’s Units. Additionally, Public Shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise, holders of such shares will only be entitled to a pro rata portion of the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable), in connection with the liquidation of the Trust Account. All Public Shares are eligible for redemption. However, Replay will not redeem any Public Shares to the extent that such redemption would result in Replay having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001. As of September 30, 2020, this would have amounted to approximately $10.20 per Ordinary Share. In addition, under the Existing Organizational Documents, in connection with an initial business combination, a Public Shareholder, together with any affiliate or any other person with whom such shareholder is acting in concert of as a “group” (as defined under Section 13(d)(3) of the Exchange Act), is restricted from seeking redemption rights with respect to more than 15% of the Public Shares. As of September 30, 2020, certain officers of Replay or their affiliates hold an aggregate of 2,500,000 Public Shares. Because these individuals have agreed to waive their redemption rights with respect to their Public Shares, Replay expects that no more than 26,250,000 Public Shares may be redeemed in connection with the Business Combination. Based on the approximately $293.3 million in the Trust Account on September 30, 2020, assuming the gross

 

13

proceeds of the PIPE Agreements is $250.0 million and assuming that Replay has no cash outside of its Trust Account, if at least 14,044,661 Public Shares request redemption in connection with the Business Combination, the Business Combination may not be consummated unless the condition that Replay has at least $400,000,000 of available cash at the Closing is waived by the Seller-Side Parties.

 

Q.	Is there a limit on the number of shares I may redeem?

 

A.

A Public Shareholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares. Accordingly, all shares in excess of 15% of the Public Shares owned by a holder will not be redeemed. On the other hand, a Public Shareholder who holds less than 15% of the Public Shares may redeem all of the Public Shares held by him or her for cash.

 

Q.	Will how I vote affect my ability to exercise redemption rights?

 

A.

No. You may exercise your redemption rights whether you vote your Public Shares for or against any or all of the Proposals or do not vote your shares. As a result, any or all of the Proposals can be approved by shareholders who will redeem their Public Shares and no longer remain shareholders, leaving shareholders who choose not to redeem their Public Shares holding shares in a company with a less liquid trading market, fewer shareholders, less cash and the potential inability to meet the listing standards of NYSE.

 

Q.	How do I exercise my redemption rights?

 

A.

In order to exercise your redemption rights, you must, prior to 5:00 p.m. Eastern time on                 , 2020 (two business days before the general meeting), (i) submit a written request to Replay’s transfer agent that Replay redeem your Public Shares for cash, and (ii) deliver your Public Shares to Replay’s transfer agent physically or electronically through Depository Trust Company, or DTC. The address of Continental Stock Transfer & Trust Company, Replay’s transfer agent, is listed under the question “Who can help answer my questions?” below. Replay requests that any requests for redemption include the identity as to the beneficial owner making such request.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with Replay’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to Replay’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that Replay’s transfer agent return the shares (physically or electronically). You may make such request by contacting Replay’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?”

 

Q.	What are the U.S. federal income tax consequences of exercising my redemption rights?

 

A.

We expect that U.S. holders (as defined in the section entitled “Certain U.S. Federal Income Tax Considerations”) who exercise their redemption rights to receive cash from the Trust Account in exchange for their Class A Common Stock generally will be required to treat the transaction as a sale of such shares and recognize gain or loss upon the redemption in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the Class A Common Stock redeemed. Such gain or loss should be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption. A shareholder’s tax basis in his, her or its Class A Common Stock generally will equal the cost of such shares. A shareholder who purchased Units will have to allocate the cost between the Ordinary Shares (which shares would become Replay LLC Units in the Domestication, which would then convert into the right to receive shares of Class A Common Stock pursuant to the Replay Merger) or Warrants comprising the Units based on their relative fair market values at the time of the purchase. However, in certain situations, the cash

 

14

paid to U.S. holders in the redemption may be treated as dividend income for U.S. federal income tax purposes. Additionally, because the Domestication will occur immediately prior to the redemption of U.S. holders that exercise redemption rights, U.S. holders exercising redemption rights will be subject to the potential tax consequences of Section 367 of the Code as a result of the Domestication. For a more complete discussion of the U.S. federal income tax consequences of exercising redemption rights, see the section entitled “Certain U.S. Federal Income Tax Considerations.”

 

Q:	If I hold Warrants, can I exercise redemption rights with respect to my Warrants?

 

A:	No. There are no redemption rights with respect to the Warrants.

 

Q:	Do I have appraisal rights if I object to the Domestication or the proposed Business Combination?

 

A:	No. There are no appraisal rights available to holders of Ordinary Shares in connection with the Domestication or the Business Combination.

 

Q.	What are the U.S. federal income tax consequences of the Domestication?

 

A.

If you are a U.S. holder of Ordinary Shares, you may be subject to U.S. federal income tax as a result of the Domestication. If you are a non-U.S. holder (as defined in the section entitled “Certain U.S. Federal Income Tax Considerations”) of Ordinary Shares or Warrants, you may become subject to withholding tax on any dividends paid on the Class A Common Stock following the Domestication.

If you are a U.S. holder who owns (directly, indirectly, or constructively) Ordinary Shares with a fair market value of $50,000 or more, but less than 10% of the total combined voting power of all classes of our shares entitled to vote (and less than 10% of the total value of all classes of our shares) at the time of the Domestication, you must generally recognize gain (but not loss) with respect to such Ordinary Shares, even if you continue to hold your stock and have not received any cash as a result of the Business Combination or Domestication. As an alternative to recognizing gain, however, such U.S. holder may elect to include in income the “all earnings and profits amount,” as the term is defined in Treasury Regulation Section 1.367(b)-2(d), attributable to its Ordinary Shares. We expect to have earnings and profits through the date of the Domestication.

If a U.S. holder owns (directly, indirectly, or constructively) Ordinary Shares representing 10% or more of the total combined voting power of all classes of our shares entitled to vote or 10% or more of the total value of all classes of our shares at the time of the Domestication, such U.S. holder will be required to include in income the “all earnings and profits amount” attributable to its Ordinary Shares. Complex attribution rules apply in determining whether a U.S. holder owns 10% or more (by vote or value) of our shares for U.S. federal tax purposes.

If you are a U.S. holder who on the date of the Domestication who owns (directly, indirectly, or constructively) Ordinary Shares with a fair market value less than $50,000, you should not be required to recognize any gain or loss in connection with the Domestication, and generally should not be required to include any part of the all earnings and profits amount in income.

If we are a passive foreign investment company (“PFIC”) at any time during a U.S. holder’s holding period of Ordinary Shares, such U.S. holder may be required to recognize gain in connection with the Domestication and be subject to complex rules applicable to a shareholder of a PFIC. We believe that we have been a PFIC since our inception. The determination of whether a non-U.S. corporation is a PFIC is primarily factual and there is little administrative or judicial authority on which to rely to make a determination.

For a more complete discussion of the U.S. federal income tax consequences of the Domestication, see the section entitled “Certain U.S. Federal Income Tax Considerations.”

EACH U.S. HOLDER IS STRONGLY URGED TO CONSULT ITS OWN TAX ADVISOR.

 

15

Q:	What happens to the funds held in the Trust Account upon consummation of the Business Combination?

 

A:

If the Business Combination is consummated, the funds held in the Trust Account will be released to pay (i) Replay shareholders who properly exercise their redemption rights, (ii) fees and expenses incurred in connection with the Business Combination and (iii) cash consideration pursuant to the Transaction Agreement. Any additional funds available for release from the Trust Account will be used for general corporate purposes of Replay following the Business Combination.

 

Q:	What happens if the Business Combination is not consummated?

 

A:	There are certain circumstances under which the Transaction Agreement may be terminated. See the section entitled “The Cayman Proposals—The Transaction Agreement” for information regarding the parties’ termination rights.

If, as a result of the termination of the Transaction Agreement or otherwise, Replay is unable to complete an initial business combination by the Outside Date, Replay will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Replay’s remaining shareholders and Replay’s board of directors, wind up our affairs and subsequently dissolve, subject in each case to Replay’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. See the sections entitled “Risk Factors—Risks Related to Replay and the Business Combination—If we are not able to complete an initial business combination within the required time period, we will cease all operations except for the purpose of winding up and we will redeem our Public Shares and liquidate, in which case our Warrants will expire worthless” and “—Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.” Holders of Founder Shares have waived any right to any liquidation distribution with respect to those shares.

In the event of liquidation, there will be no distribution with respect to outstanding Warrants. Accordingly, the Warrants will expire worthless.

 

Q:	When is the Business Combination expected to be completed?

 

A:	It is currently anticipated that the Business Combination will be consummated in the first half of 2021, provided that all conditions to the consummation of the Business Combination have been satisfied or waived.

For a description of the conditions to the completion of the Business Combination, see the section entitled “Proposal No. 1—The Cayman Proposals—Proposal 1(c): The Business Combination.”

 

Q:	What do I need to do now?

 

A:

You are urged to carefully read and consider the information contained in this proxy statement/prospectus in its entirety, including the financial statements and annexes attached hereto, and to consider how the Business Combination will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

 

16

Q:	How do I vote?

 

A:

If you were a holder of record of Ordinary Shares on                , 2020, the record date for the general meeting, you may vote with respect to the applicable Proposals in person at the general meeting or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the general meeting and vote in person, obtain a proxy from your broker, bank or nominee.

In light of the ongoing health concerns relating to the COVID-19 pandemic and to best protect the health and welfare of Replay’s shareholders and personnel, Replay urges that shareholders do not attend the general meeting in person. Shareholders are nevertheless urged to vote their proxies by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope, or to direct their brokers or other agents on how to vote the shares in their accounts, as applicable.

The general meeting is currently scheduled to be held in person as indicated above. However, we are actively monitoring the COVID-19, situation and if we determine that it is not possible or advisable to hold the general meeting in person, or to hold the meeting on the time or date or at the location indicated above, we will announce alternative arrangements for the meeting as promptly as practicable, which may include switching to a virtual or telephonic meeting format, or changing the time, date or location of the general meeting. Any such change will be announced via press release and the filing of additional proxy materials with the SEC.

 

Q:	What will happen if I abstain from voting or fail to vote at the general meeting?

 

A:

At the general meeting of shareholders, Replay will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for purposes of determining whether a quorum is present. A failure to vote or an abstention to vote will have no effect on the outcome of any vote on the Proposals.

 

Q:	What will happen if I sign and return my proxy card without indicating how I wish to vote?

 

A:	Signed and dated proxies received by Replay without an indication of how the shareholder intends to vote on a Proposal will be voted in favor of each Proposal presented to the shareholders.

 

Q.	Do I need to attend the general meeting of shareholders to vote my shares?

 

A.

No. You are invited to attend the general meeting to vote on the Proposals described in this proxy statement/prospectus. However, you do not need to attend the general meeting of shareholders to vote your shares. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card(s) in the pre-addressed postage-paid envelope. Your vote is important. Replay encourages you to vote as soon as possible after carefully reading this proxy statement/prospectus.

 

Q.	If I am not going to attend the general meeting of shareholders in person, should I return my proxy card instead?

 

A.	Yes. After carefully reading and considering the information contained in this proxy statement/prospectus, please submit your proxy, as applicable, by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

 

Q.	If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

 

A.	No. If your broker holds your shares in its name and you do not give the broker voting instructions, under the applicable stock exchange rules, your broker may not vote your shares on any of the Proposals. If you do

 

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not give your broker voting instructions and the broker does not vote your shares, this is referred to as a “broker non-vote.” Broker non-votes will be counted for purposes of determining the presence of a quorum at the general meeting of shareholders, but will not count as a vote cast at the general meeting.

 

Q.	May I change my vote after I have mailed my signed proxy card?

 

A.

Yes. You may change your vote by sending a later-dated, signed proxy card to                prior to the vote at the general meeting, or attend the general meeting and vote in person. You also may revoke your proxy by sending a notice of revocation to                , provided such revocation is received prior to the vote at the general meeting. If your shares are held in street name by a broker or other nominee, you must contact the broker or nominee to change your vote.

 

Q.	What should I do if I receive more than one set of voting materials?

 

A.

You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

 

Q.	What is the quorum requirement for the general meeting of shareholders?

 

A.

A quorum will be present at the general meeting if a majority of the Ordinary Shares outstanding and entitled to vote at the meeting is represented in person or by proxy. If within half an hour from the time appointed for the meeting there is an absence of quorum, the meeting shall be adjourned to the same day in the next week, at the same time and place, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the shareholder or shareholders present and entitled to vote shall form a quorum.

As of the record date for the general meeting, 17,968,751 Ordinary Shares would be required to achieve a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or your broker, bank or other nominee submits one on your behalf) or if you vote in person at the general meeting of shareholders. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, a majority of the shares represented by shareholders present at the general meeting or by proxy may authorize adjournment of the general meeting to another date.

 

Q.	What happens to Warrants I hold if I vote my Ordinary Shares against approval of the Cayman Proposals and validly exercise my redemption rights?

 

A.

Properly exercising your redemption rights as a Replay shareholder does not result in either a vote “FOR” or “AGAINST” the Cayman Proposals. If the Business Combination is not completed, you will continue to hold your Warrants, and if Replay does not otherwise consummate an initial business combination by the Outside Date, Replay will be required to wind up its affairs and subsequently dissolve, and your Warrants will expire worthless.

 

Q.	Who will solicit and pay the cost of soliciting proxies?

 

A.

Replay will pay the cost of soliciting proxies for the general meeting. Replay has engaged                to assist in the solicitation of proxies for the general meeting. Replay has agreed to pay                a fee of $                . Replay will reimburse                for reasonable out-of-pocket expenses and will indemnify                and its affiliates against certain claims, liabilities, losses, damages and expenses. Replay also will reimburse banks,

 

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brokers and other custodians, nominees and fiduciaries representing beneficial owners of Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of Ordinary Shares and in obtaining voting instructions from those owners. Replay’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

 

Q.	Who can help answer my questions?

 

A.	If you have questions about the Proposals, or if you need additional copies of this proxy statement/prospectus, the proxy card or the consent card you should contact                :

You may also contact Replay at:

Replay Acquisition Corp.

767 Fifth Avenue, 46^th Floor

New York, New York 10153

Telephone: (212) 891-2700

Attention: Legal and Compliance

E-mail: Info@replayacquisition.com

To obtain timely delivery, Replay’s shareholders and warrantholders must request the materials no later than five business days prior to the general meeting.

You may also obtain additional information about Replay from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your Public Shares (either physically or electronically) to Replay’s transfer agent prior to 5:00 p.m., Eastern time, on the second business day prior to the general meeting of shareholders. If you have questions regarding the certification of your position or delivery of your Public Shares, please contact:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30^th Floor

New York, New York 10004

Attention: Mark Zimkind

E-mail: mzimkind@continentalstock.com

 

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COMPARATIVE PER SHARE INFORMATION

The following table sets forth historical comparative per share information of New Pubco, on a stand-alone basis, and the unaudited pro forma condensed combined per share information after giving effect to the Business Combination, assuming No Redemptions and Maximum Redemptions, respectively.

The historical information should be read in conjunction with “FoA Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Replay Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other financial information included elsewhere in this proxy statement/prospectus. The unaudited pro forma condensed combined per share information is derived from, and should be read in conjunction with, the information contained in the section of this proxy statement/prospectus entitled “Selected Unaudited Pro Forma Condensed Combined Consolidated Financial Information.”

The unaudited pro forma combined share information does not purport to represent what the actual results of operations of the Company would have been had the Business Combination been completed or to project New Pubco’s results of operations that may be achieved after the Business Combination. The unaudited pro forma shareholders’ equity per share information below does not purport to represent what the value of FoA Equity and Replay would have been had the Business Combination been completed nor the shareholders’ equity per share for any future date or period.

The following table sets forth:

 

•

Historical per share information of Replay for the nine months ended September 30, 2020 and year ended December 31, 2019; and

 

•

Unaudited pro forma per share information of the combined company for the nine months ended September 30, 2020 and the year ended December 31, 2019 after giving effect to the Business Combination, assuming the redemption scenarios as follows:

 

•

Assuming No Redemptions: The No Redemptions scenario assumes that no Replay shareholders elect to redeem their Ordinary Shares for a pro rata portion of cash in the Trust Account, and thus the full amount held in the Trust Account as of the balance sheet date is available for the Business Combination; and

 

•

Assuming Maximum Redemptions: The Maximum Redemptions scenario assumes that Replay shareholders redeem the maximum number of their Ordinary Shares for a pro rata portion of cash in the Trust Account that would still allow Replay to satisfy a condition precedent in the Transaction Agreement that Replay have at least $400 million of available cash at the closing (excluding payment of any deferred underwriting fees and certain permitted transaction expenses of each of FoA and Replay). In both scenarios, the amount of cash available is sufficient to (a) pay the cash consideration to existing FoA owners and (b) pay transaction expenses.

The historical information should be read in conjunction with “Selected Historical Consolidated Financial Data of FOA,” “Selected Historical Financial Data of Replay,” “FOA Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Replay Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere in this proxy statement/prospectus and the historical financial statements and related notes of each of Replay and FoA contained elsewhere in this proxy statement/prospectus. The unaudited pro forma combined share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information and related notes included elsewhere in this proxy statement/ prospectus. The unaudited pro forma combined net income per share information below does not purport to represent what the actual results of operations of the Company would have been had the Business Combination been completed or to project the Company’s results of operations that may be achieved after the Business Combination. The unaudited pro forma book value per share information below

 

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does not purport to represent what the book value of the Company would have been had the Business Combination been completed nor the book value per share for any future date or period.

 

		Replay Acquisition Corp.				Finance of America Equity Capital, LLC				Pro Forma Combined (Assuming No Redemptions)				Pro Forma Combined (Assuming Maximum Redemptions)
		(in thousands except per share amounts)
Nine Months Ended September 30, 2020
Net income (loss)		$	(120	)		$	345,490			$	250,692			$	254,738
Total Shareholders’ Equity at September 30, 2020		$	5,000			$	848,985			$	2,282,672			$	2,338,468
Public Shares
Basic and diluted weighted average shares outstanding of Public Shares			28,750,000
Basic and diluted net income per share, Public Shares		$	0.04
Shareholders’ basic and diluted equity per share		$	0.00
Founder Shares
Basic and diluted weighted average shares outstanding of Founder Shares			7,187,500
Basic and diluted net loss per share, Founder Shares		$	(0.18	)
Shareholders’ basic and diluted equity per share		$	0.00
New Pubco Shares
Basic weighted average shares outstanding of New Pubco											76,382,581				62,337,920
Basic net income per share, New Pubco										$	1.18			$	1.18
Shaeholders’ basic equity per share										$	0.03			$	0.04
Diluted weighted average shares outstanding of New Pubco											193,593,678				193,682,560
Diluted net income per share, New Pubco										$	1.08			$	1.07
Shareholders’ diluted equity per share										$	0.01			$	0.01
Year Ended December 31, 2019
Net income (loss)		$	4,227			$	76,630			$	(64,092	)		$	(56,409	)
Public Shares
Basic and diluted weighted average shares outstanding of Public Shares			28,750,000
Basic and diluted net income per share, Public Shares		$	0.16
Founder Shares
Basic and diluted weighted average shares outstanding of Founder Shares			7,187,500
Basic and diluted net loss per share, Founder Shares		$	(0.05	)
New Pubco Shares
Basic weighted average shares outstanding of New Pubco											76,382,581				62,337,920
Basic net income per share, New Pubco										$	0.10			$	0.10
Diluted weighted average shares outstanding of New Pubco											192,197,896				192,197,896
Diluted net loss per share, New Pubco										$	(0.24	)		$	(0.21	)

 

(1)	Shareholder equity per share = (Total Shareholders’ Equity / shares outstanding).

(2)	Given FoA’s historical equity structure, the calculation of historical FoA per share data has been omitted.

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement/prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “appear,” “approximate,” “believe,” “continue,” “could,” “estimate,” “expect,” “foresee,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “would” and similar expressions (or the negative version of such words or expressions) may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

 

•

our ability to consummate the Business Combination;

 

•

the expected benefits of the Business Combination;

 

•

New Pubco’s financial performance following the Business Combination;

 

•

changes in FoA’s strategy, future operations, financial position, estimated revenues and losses, projected costs, margins, cash flows, prospects and plans;

 

•

the impact of health epidemics, including the COVID-19 pandemic, on FoA’s business and the actions FoA may take in response thereto;

 

•

expansion plans and opportunities; and

 

•

the outcome of any known and unknown litigation and regulatory proceedings.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding how to vote your proxy or instruct how your vote should be cast on the Proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

 

•

the occurrence of any event, change or other circumstances that could delay the Business Combination or give rise to the termination of the Transaction Agreement;

 

•

the outcome of any legal proceedings that may be instituted against Replay following announcement of the proposed Business Combination and transactions contemplated thereby;

 

•

the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of Replay or to satisfy other conditions to the Closing in the Transaction Agreement;

 

•

the ability to obtain or maintain the listing of Class A Common Stock on NYSE following the Business Combination;

 

•

the risk that the proposed Business Combination disrupts current plans and operations of FoA as a result of the announcement and consummation of the transactions described herein;

 

•

our ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of FoA to grow and manage growth profitably following the Business Combination;

 

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•

costs related to the Business Combination;

 

•

changes in applicable laws or regulations;

 

•

the effect of the COVID-19 pandemic on FoA’s business;

 

•

the possibility that Replay or FoA may be adversely affected by other economic, business, and/or competitive factors;

 

•

the inability to obtain or maintain the listing of New Pubco’s shares of Class A Common Stock on the NYSE following the Business Combination; and

 

•

other risks and uncertainties described in this proxy statement/prospectus, including those under the section entitled “Risk Factors.”

 

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RISK FACTORS

The following risk factors apply to the business and operations of FoA and will also apply to our business and operations following the completion of the Business Combination. These risk factors are not exhaustive, and investors are encouraged to perform their own investigation with respect to the business, financial condition and prospects of FoA and our business, financial condition and prospects following the completion of the Business Combination. You should carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business or financial condition. The following discussion should be read in conjunction with our and FoA’s financial statements and notes to the financial statements included herein. For the purposes of the following risk factors, “FoA” refers to Finance of America Equity Capital LLC and its subsidiaries, collectively.

Risks Related to the Business of FoA

Unless the context otherwise requires, all references in this section to “we,” “us,” “our” or the “Company” refer to FoA and its subsidiaries prior to the consummation of the Business Combination.

Risks Related to COVID-19

The COVID-19 pandemic poses unique challenges to our business and the effects of the pandemic could adversely impact our ability to originate and service mortgages, manage our portfolio of assets and provide lender services and could also adversely impact our counterparties, liquidity and employees.

On March 13, 2020, the World Health Organization declared SARS-CoV-2, and the related disease it causes in humans (“COVID-19”) a pandemic. This outbreak of COVID-19 has led and is likely to continue to lead to disruptions in the global securities markets and capital markets and the economies of all nations where COVID-19 has arisen and may in the future arise, and is resulting in adverse impacts on the global economy in general. The economic impact of COVID-19 has led to extreme volatility in the stock market and capital markets. In March 2020, the Federal Reserve took emergency action to further cut its benchmark rate down to a range of between 0% and 0.25%, to inject additional funds into the short-term lending markets and to implement quantitative easing and other measures to support financial institutions, other businesses and the credit markets. In addition, beginning in March 2020, the Federal Reserve in conjunction with the Treasury Department announced an extensive series of measures to provide liquidity and support the economy. Although it cannot be predicted, additional action by the Federal Reserve as well as other federal and state agencies is possible in the near future.

The long-term impacts of the social, economic and financial disruptions caused by the COVID-19 pandemic are unknown. While the U.S. Federal Reserve, the U.S. government and other governments have implemented unprecedented financial support or relief measures in response to concerns surrounding the economic effects of the COVID-19 pandemic, the likelihood of such measures calming the volatility in the financial markets or preventing a long-term national or global economic downturn cannot be predicted.

The federal government has enacted a series of laws, including the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), providing for economic relief to states, businesses and individuals affected by COVID-19. Some of these laws create burdens on employers for compliance with respect to their employees. Failure to comply with these laws could create liability on the part of the Company.

Additionally, earlier this year, the U.S. federal government, as well as many state and local governments adopted a number of emergency measures and recommendations in response to the COVID-19 outbreak, including imposing travel bans, “shelter in place” restrictions, curfews, banning large gatherings, closing

 

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non-essential businesses, and generally promoting social distancing (including in the workplace, which has resulted in a significant increase in employees working remotely). Although certain states and localities have begun easing some of these measures and providing recommendations regarding recommencing economic activity, there have been recent upticks in cases in many locations across the world, resulting in new or renewed restrictions. It cannot be predicted whether there will be increased outbreaks in the future, or whether such outbreaks would result in new restrictions. The COVID-19 outbreak (and any future outbreaks of COVID-19) and resulting emergency measures has led (and may continue to lead) to significant disruptions in the global supply chain, global capital markets, and the economy of the United States. Concern about the potential effects of the COVID-19 outbreak and the effectiveness of measures being put in place by governmental bodies and reserve banks at various levels as well as by private enterprises (such as workplaces and schools) to contain or mitigate its spread has adversely affected economic conditions and capital markets globally.

Our Company and many of our counterparties have transitioned all or a substantial portion of their operations to remote working environments (as a result of state or local requirements or otherwise in response to COVID-19). Our work-from-home environment is anticipated to continue into 2021. While the Company has not seen reduced productivity from this transition to work from home, there can be no assurance that such transition of material business operations will not have an adverse effect on our Company in the long term. Specifically, recruiting, vetting and training employees is more difficult in a work-from-home environment. The ongoing nature of the COVID-19 outbreak could also adversely impact the continued service and availability of skilled personnel, including our executive officers and other members of our management team, employees at our origination and servicing businesses and the servicers and subservicers that we engage and other third-party vendors. To the extent our service partners and vendors, management or other personnel, are impacted in significant numbers by the outbreak and are not available to conduct work, our business and operating results could be negatively impacted. The extent of the spread of COVID-19, as well as the effects on the world and local economies, including the credit and capital markets, is not quantifiable as of the date of this proxy statement/prospectus.

We are subject to guidelines issued by the FHFA, HUD and/or the GSEs in connection with management and servicing of mortgage loans insured by such agency or sold through a GSE sponsored securitization or on a whole loan basis to the related GSE. HUD has taken several actions in response to the COVID-19 pandemic to provide temporary relief and protections for homeowners facing financial hardship due to the COVID-19.

 

•

On March 18, 2020, HUD announced that all foreclosures and evictions were suspended until the end of 60 days from the date of the related HUD Mortgagee Letter announcing such restrictions. As of August 28, 2020, the HUD moratorium has been further extended to December 31, 2020.

 

•

On April 1, 2020, HUD issued Mortgagee Letter 2020-06, implementing a forbearance period of 6-12 months for traditional borrowers affected by COVID-19, and an extension period for HECMs affected by the COVID-19 Presidentially-Declared National Emergency, in accordance with the CARES Act. Pursuant to the letter, upon a borrower’s request, the mortgagee must delay submitting a request to call a loan due and payable for up to 6 months, and may delay submitting such request for up to 12 months, with HUD approval. The mortgagee also must waive all late charges, fees, and penalties for as long as the borrower is in an extension period. For loans that have become automatically due and payable, entered into a deferral period, or became due and payable with HUD approval, the mortgagee also may take an automatic extension for any deadline relating to foreclosure and claim submission for a period of up to 6 months (or up to 12 months with HUD approval).

 

•

Further, on July 8, 2020 the FHA announced that, effective immediately, mortgage servicers would be able to use an expanded menu of loss mitigation tools to help homeowners with FHA-insured single family forward mortgages who are financially impacted by the COVID-19 pandemic bring their mortgages current at the end of their COVID-19 forbearance.

 

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