SEC Form 3 · accession 0000899243-18-028547
Centric Brands Inc. · CTRC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Stephen A Schwarzman
10% Owner
Blackstone Group L.P.
10% Owner
Blackstone Group Management L.L.C.
10% Owner
Blackstone Holdings IV GP L.P.
10% Owner
Blackstone Holdings I L.P.
10% Owner
Blackstone Holdings I/II GP Inc
10% Owner
GSO Holdings I LLC
10% Owner
Blackstone Holdings II L.P.
10% Owner
Period of report
Oct 29, 2018
Accepted (ET)
Nov 8, 2018 · 5:26 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000844143
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F10,F12,F13,F14,F15,F16 | holding | — | — | — | 9,358,749 | I | See footnotes | |
| Common StockF2,F10,F12,F13,F14,F15,F16 | holding | — | — | — | 8,309,901 | I | See footnotes | |
| Common StockF3,F10,F12,F13,F14,F15,F16 | holding | — | — | — | 802,179 | I | See footnotes | |
| Common StockF4,F10,F12,F13,F14,F15,F16 | holding | — | — | — | 133,697 | I | See footnotes | |
| Common StockF5,F12,F13,F14,F15,F16 | holding | — | — | — | 112,974 | I | See footnotes | |
| Common StockF6,F11,F13,F14,F15,F16 | holding | — | — | — | 7,445,474 | I | See footnotes | |
| Common StockF7,F11,F13,F14,F15,F16 | holding | — | — | — | 56,527 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Convertible NoteF1,F10,F12,F13,F14,F15,F16,F8,F9 | $8.00 | holding | — | — | — | Oct 29, 2019 | — | Common Stock | 1,115,433 | — | I |
| Convertible NoteF2,F10,F12,F13,F14,F15,F16,F8,F9 | $8.00 | holding | — | — | — | Oct 29, 2019 | — | Common Stock | 990,425 | — | I |
| Convertible NoteF3,F10,F12,F13,F14,F15,F16,F8,F9 | $8.00 | holding | — | — | — | Oct 29, 2019 | — | Common Stock | 95,609 | — | I |
| Convertible NoteF4,F10,F12,F13,F14,F15,F16,F8,F9 | $8.00 | holding | — | — | — | Oct 29, 2019 | — | Common Stock | 15,935 | — | I |
| Convertible NoteF5,F12,F13,F14,F15,F16,F8,F9 | $8.00 | holding | — | — | — | Oct 29, 2019 | — | Common Stock | 13,465 | — | I |
| Convertible NoteF6,F11,F13,F14,F15,F16,F8,F9 | $8.00 | holding | — | — | — | Oct 29, 2019 | — | Common Stock | 887,396 | — | I |
| Convertible NoteF7,F11,F13,F14,F15,F16,F8,F9 | $8.00 | holding | — | — | — | Oct 29, 2019 | — | Common Stock | 6,737 | — | I |
Explanation of responses
- F1Reflects securities directly held by GSO Capital Opportunities Fund III LP. GSO Capital Opportunities Associates III LLC is the general partner of GSO Capital Opportunities Fund III LP.
- F10GSO Holdings I L.L.C. is the managing member of GSO Capital Opportunities Associates III LLC, GSO Harrington Credit Alpha Associates L.L.C., GSO Capital Solutions Associates III (Delaware) LLC and the sole member of GSO Credit Alpha Associates II (Delaware) LLC. Blackstone Holdings II L.P. is the managing member of GSO Holdings I L.L.C.
- F11Blackstone Holdings IV L.P. is the sole member of BTO GP - NQ L.L.C. Blackstone Holdings IV GP L.P. is the general partner of Blackstone Holdings IV L.P. Blackstone Holdings IV GP Management (Delaware) L.P. is the general partner of Blackstone Holdings IV GP L.P. Blackstone Holdings IV GP Management L.L.C. is the general partner of Blackstone Holdings IV GP Management (Delaware) L.P.
- F12Blackstone Holdings I/II GP Inc. is the general partner of each of Blackstone Holdings I L.P. and Blackstone Holdings II L.P.
- F13The Blackstone Group L.P. is the controlling shareholder of Blackstone Holdings I/II GP Inc. and the sole member of Blackstone Holdings IV GP Management L.L.C. Blackstone Group Management L.L.C. is the general partner of The Blackstone Group L.P. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. Bennett J. Goodman may be deemed to have shared voting power and/or investment power with respect to the securities held by GSO Capital Opportunities Fund III LP, GSO CSF III Holdco LP, GSO Credit Alpha II Trading (Cayman) LP, GSO Harrington Credit Alpha Fund (Cayman) L.P. and GSO Aiguille des Grands Montets Fund II LP.
- F14Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3.
- F15Information 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.
- F16Each of the Reporting Persons (other than each of the direct holders of securities to the extent of their direct ownership), disclaims beneficial ownership of the securities reported herein, 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 each of the direct holders of securities to the extent of their direct ownership) 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.
- F2Reflects securities directly held by GSO CSF III Holdco LP. GSO Capital Solutions Associates III LP is the general partner of GSO CSF III Holdco LP. GSO Capital Solutions Associates III (Delaware) LLC is a general partner of GSO Capital Solutions Associates III LP.
- F3Reflects securities directly held by GSO Credit Alpha II Trading (Cayman) LP. GSO Credit Alpha Associates II LP is the general partner of GSO Credit Alpha II Trading (Cayman) LP. GSO Credit Alpha Associates II (Delaware) LLC is a general partner of GSO Credit Alpha Associates II LP.
- F4Reflects securities directly held by GSO Harrington Credit Alpha Fund (Cayman) L.P. GSO Harrington Credit Alpha Associates L.L.C. is the general partner of GSO Harrington Credit Alpha Fund (Cayman) L.P.
- F5Reflects securities directly held by GSO Aiguille des Grands Montets Fund II LP. GSO Capital Partners LP is an investment manager of GSO Aiguille des Grands Montets Fund II LP. GSO Advisor Holdings L.L.C. is the special limited partner of GSO Capital Partners LP with the investment and voting power over the securities beneficially owned by GSO Capital Partners LP. Blackstone Holdings I L.P. is the sole member of GSO Advisor Holdings L.L.C.
- F6Reflects securities directly held by BTO Legend Holdings L.P. as nominee for BTO Legend Holdings (Cayman) - NQ L.P. BTO Holdings (Cayman) - NQ Manager L.L.C. is the general partner of BTO Legend Holdings (Cayman) - NQ L.P. Blackstone Tactical Opportunities Management Associates (Cayman) - NQ L.P. is the managing member of BTO Holdings (Cayman) - NQ Manager L.L.C. BTO GP - NQ L.L.C. is the general partner of Blackstone Tactical Opportunities Management Associates (Cayman) - NQ L.P.
- F7Reflects securities directly held by Blackstone Family Tactical Opportunities Investment Partnership III (Cayman) - NQ - ESC L.P. BTO GP - NQ L.L.C. is the general partner of Blackstone Family Tactical Opportunities Investment Partnership III (Cayman) - NQ - ESC L.P.
- F8Represents a Subordinated Convertible Note ("Convertible Note") which is convertible at the option of the holder, at any time after October 29, 2019, into a number of shares of Common Stock at a price of $8.00 per share, subject to customary anti-dilution adjustments. Beginning April 29, 2019, interest accrues on the Convertible Note at a rate of 12.0% per annum, increasing to a rate of 16.0% per annum from and after October 29, 2019, with such interest being payable in cash, unless the Issuer is unable to pay cash interest in which case such amounts will accrue to the principal amount of the Convertible Note.
- F9The Convertible Note matures on the earlier of (i) the repayment in full of all amounts due under the Issuer's Second Lien Credit Agreement dated as of October 29, 2018, between the Issuer and the lenders and agents party thereto and (ii) October 29, 2024. The Issuer may prepay the Convertible Note under certain circumstances, in an amount equal to the greater of (a) the principal amount of the Convertible Note, together with accrued interest and (b) the value equal to the number of shares of Common Stock that would be received upon conversion of the Convertible Note, based on fair market value, together with accrued interest.