0000899243-21-014997.txt : 20210405 0000899243-21-014997.hdr.sgml : 20210405 20210405215935 ACCESSION NUMBER: 0000899243-21-014997 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210402 FILED AS OF DATE: 20210405 DATE AS OF CHANGE: 20210405 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BLACKSTONE FAMILY GP LLC CENTRAL INDEX KEY: 0001404964 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40308 FILM NUMBER: 21808010 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BTAS NQ Holdings L.L.C. CENTRAL INDEX KEY: 0001770693 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40308 FILM NUMBER: 21808013 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP L.P. STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP L.P. STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BTAS Associates-NQ L.L.C. CENTRAL INDEX KEY: 0001770701 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40308 FILM NUMBER: 21808012 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP L.P. STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP L.P. STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone Tactical Opportunities Fund - U - NQ L.L.C. CENTRAL INDEX KEY: 0001853348 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40308 FILM NUMBER: 21808016 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP INC. STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP INC. STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone Family Tactical Opportunities Investment Partnership SMD L.P. CENTRAL INDEX KEY: 0001853342 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40308 FILM NUMBER: 21808011 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP INC. STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP INC. STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone Tactical Opportunities Fund - T - NQ L.P. CENTRAL INDEX KEY: 0001853346 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40308 FILM NUMBER: 21808015 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP INC. STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP INC. STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone Tactical Opportunities Fund II - C - NQ L.P. CENTRAL INDEX KEY: 0001853347 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40308 FILM NUMBER: 21808014 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP INC. STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP INC. STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Finance of America Companies Inc. CENTRAL INDEX KEY: 0001828937 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] IRS NUMBER: 853474065 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 909 LAKE CAROLYN PARKWAY STREET 2: SUITE 1550 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 972-865-8114 MAIL ADDRESS: STREET 1: 909 LAKE CAROLYN PARKWAY STREET 2: SUITE 1550 CITY: IRVING STATE: TX ZIP: 75039 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-04-02 0 0001828937 Finance of America Companies Inc. FOA 0001853348 Blackstone Tactical Opportunities Fund - U - NQ L.L.C. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001853346 Blackstone Tactical Opportunities Fund - T - NQ L.P. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK 0 0 1 0 0001853347 Blackstone Tactical Opportunities Fund II - C - NQ L.P. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001770693 BTAS NQ Holdings L.L.C. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001770701 BTAS Associates-NQ L.L.C. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001853342 Blackstone Family Tactical Opportunities Investment Partnership SMD L.P. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001404964 BLACKSTONE FAMILY GP LLC C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 Class A Common Stock 2022766 I See Footnotes Class A Common Stock 11612 I See Footnotes Class A Common Stock 23066495 I See Footnotes Class B Common Stock 1 I See Footnotes Class B Common Stock 1 I See Footnotes LLC Units of Finance of America Equity Capital LLC Class A Common Stock 50675920 I See Footnotes LLC Units of Finance of America Equity Capital LLC Class A Common Stock 290906 I See Footnotes Earnout Rights 2027-04-01 Class A Common Stock 5942476 I See Footnotes Earnout Rights 2027-04-01 Class A Common Stock 34112 I See Footnotes Earnout Rights 2027-04-01 Class A Common Stock 2238050 I See Footnotes Earnout Rights 2027-04-01 Class A Common Stock 363004 I See Footnotes Reflects securities directly held by BTO Urban Holdings L.L.C. Reflects securities directly held by Blackstone Family Tactical Opportunities Investment Partnership NQ - ESC L.P. Reflects securities directly held by BTO Urban Holdings II L.P. Reflects securities directly held by Blackstone Tactical Opportunities Associates - NQ L.L.C. BTO Urban Holdings L.L.C. is owned by Blackstone Tactical Opportunities Fund - NQ L.P., Blackstone Tactical Opportunities Fund II - NQ L.P., Blackstone Tactical Opportunities Fund - A (RA) - NQ L.P., Blackstone Tactical Opportunities Fund - I - NQ L.P., Blackstone Tactical Opportunities Fund - S - NQ L.P., Blackstone Tactical Opportunities Fund - C - NQ L.P., Blackstone Tactical Opportunities Fund - L - NQ L.P., Blackstone Tactical Opportunities Fund - O - NQ L.P., Blackstone Tactical Opportunities Fund - N - NQ L.P., Blackstone Tactical Opportunities Fund - U - NQ L.L.C., Blackstone Tactical Opportunities Fund II - C - NQ L.P., Blackstone Tactical Opportunities Fund - T - NQ L.P. (collectively, each of the Blackstone Tactical Opportunities Funds described in this paragraph shall be referred to as the "Blackstone Tactical Opportunities Funds"), (continued in footnote (6)), BTAS NQ Holdings L.L.C. and Blackstone Family Tactical Opportunities Investment Partnership SMD L.P. The general partner of each of the Blackstone Tactical Opportunities Funds is Blackstone Tactical Opportunities Associates - NQ L.L.C. The sole member of Blackstone Tactical Opportunities Associates - NQ L.L.C. is BTOA - NQ L.L.C. The managing member of BTOA - NQ LLC is Blackstone Holdings II L.P. The managing member of BTAS NQ Holdings L.L.C. is BTAS Associates - NQ L.L.C. The managing member of BTAS Associates - NQ L.L.C. is Blackstone Holdings II L.P. The general partner of Blackstone Family Tactical Opportunities Investment Partnership SMD L.P. is Blackstone Family GP L.L.C. Blackstone Family GP L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Mr. Schwarzman. The general partner of Blackstone Family Tactical Opportunities Investment Partnership NQ - ESC L.P. is BTO-NQ Side-by-Side GP L.L.C. The sole member of BTO-NQ Side-by-Side GP L.L.C. is Blackstone Holdings II L.P. The general partner of BTO Urban Holdings II L.P. is Blackstone Tactical Opportunities Associates L.L.C. The managing member Blackstone Tactical Opportunities Associates L.L.C. is BTOA L.L.C. The managing member of BTOA L.L.C. is Blackstone Holdings III L.P. Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P. Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP L.L.C. The Blackstone Group Inc. is the sole member of each of Blackstone Holdings I/II GP L.L.C. and Blackstone Holdings III GP Management L.L.C. The sole holder of the Class C common stock of The Blackstone Group Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. Pursuant to the terms of an exchange agreement, dated as of April 1, 2021, limited liability company units of Finance of America Equity Capital LLC ("FOA Units") held by the Reporting Person are exchangeable for shares of the Issuer's Class A common stock ("Class A Common Stock") on a one-for-one basis. These exchange rights do not expire. Reflects Earnout Rights acquired pursuant to the business combination of Replay Acquisition Corp. and Finance of America Equity Capital LLC pursuant to the terms of a Transaction Agreement, dated October 12, 2020 (the "Transaction Agreement"). The transactions contemplated by the Transaction Agreement closed on April 1, 2021. Pursuant to earnout provisions in the Transaction Agreement, the Reporting Persons are entitled to receive shares of Class A Common Stock or FOA Units (based on whether the Reporting Person held Class A Common Stock or FOA Units, respectively, after the closing of the Transaction Agreement) if, from the closing of the transaction until the sixth anniversary thereof, the volume-weighted average price of the Class A Common Stock exceeds certain thresholds. Of these Earnout Rights, one-half will be issued if the volume-weighted average price of the Class A Common Stock exceeds $12.50 for any 20 trading days within any 30 trading day period, and one-half will be issued if the volume-weighted average price of the Class A Common Stock exceeds $15.00 for any 20 trading days within any 30 trading day period. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. BLACKSTONE TACTICAL OPPORTUNITIES FUND - U - NQ L.L.C. By:Blackstone Tactical Opportunities Associates - NQ LLC, its GP By:BTOA-NQ LLC, its SM By:Blackstone Holdings II, L.P., its MM By:Blackstone Holdings I/II GP L.L.C., its GP By:/s/ Tabea Y. Hsi, SMD 2021-04-02 BLACKSTONE TACTICAL OPPORTUNITIES FUND II - C - NQ L.P. By: Blackstone Tactical Opportunities Associates - NQ LLC, its GP By: BTOA-NQ LLC, its SM By: Blackstone Holdings II, LP, its MM By: Blackstone Holdings I/II GP LLC, its GP By:/s/ Tabea Y. Hsi, SMD 2021-04-02 BLACKSTONE TACTICAL OPPORTUNITIES FUND - T - NQ L.P. By:Blackstone Tactical Opportunities Associates - NQ LLC, its GP By:BTOA-NQ LLC, its SM By:Blackstone Holdings II, LP, its MM By:Blackstone Holdings I/II GP LLC, its GP By:/s/ Tabea Y. Hsi, SMD 2021-04-02 BTAS NQ HOLDINGS L.L.C., By: BTAS Associates - NQ L.L.C., its managing member, By: BTOA-NQ L.L.C., its sole member, By: Blackstone Holdings II, L.P., its managing member, By: Blackstone Holdings I/II GP L.L.C., its GP, By:/s/ Tabea Y. Hsi, SMD 2021-04-02 BTAS ASSOCIATES - NQ L.L.C., By: BTOA-NQ L.L.C., its sole member, By: Blackstone Holdings II, L.P., its managing member, By: Blackstone Holdings I/II GP L.L.C., its general partner, By:/s/ Tabea Y. Hsi, Senior Managing Director 2021-04-02 BLACKSTONE FAMILY TACTICAL OPPORTUNITIES INVESTMENT PARTNERSHIP SMD L.P., By: Blackstone Family GP L.L.C., its general partner, By: /s/ Tabea Y. Hsi, Name: Tabea Y. Hsi, Title: Senior Managing Director 2021-04-02 BLACKSTONE FAMILY GP L.L.C., By: /s/ Tabea Y. Hsi, Name: Tabea Y. Hsi, Title: Senior Managing Director 2021-04-02