Finance of America Companies Inc - Ordinary Shares DEFM14AProxy related to merger

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

REPLAY ACQUISITION CORP.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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:

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 49 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,

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 Pubco’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 February 12, 2021 and is first being mailed to Replay shareholders on or about February 12, 2021.

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 MARCH 25, 2021

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 March 25, 2021, 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:

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 Morrow Sodali LLC, at (800) 662-5200; banks and brokers may reach Morrow Sodali LLC at (203) 658-9400.

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.

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 Morrow Sodali LLC at the following address and telephone number:

Morrow Sodali LLC

470 West Avenue

Stamford, CT 06902

Telephone: (800) 662-5200

Banks and brokers can call collect at: (203) 658-9400

Email: RPLA.info@investor.morrowsodali.com

If you are a shareholder of Replay and would like to request documents, please do so by March 11, 2021 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

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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.

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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.

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“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.

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“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.

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“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).

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“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.

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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

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.

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.

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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.

(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.

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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.

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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.

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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.”

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.”

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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?”

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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.”

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

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.

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.”

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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.

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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.

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Morrow Sodali LLC

470 West Avenue

Stamford, CT 06902

Telephone: (800) 662-5200

Banks and brokers can call collect at: (203) 658-9400

Email: RPLA.info@investor.morrowsodali.com

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:

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.

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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:

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:

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