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CUSIP No. 31430F101
|
|
13G
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Page
2
of 29 Pages
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|
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|
1.
|
|
Name of reporting persons:
GSO Special Situations Fund LP
|
2.
|
|
Check the appropriate box if a
member of a group
(a)
¨
(b)
x
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
3,297,885
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
3,297,885
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
3,297,885
|
10.
|
|
Check box if the aggregate amount
in Row (9) excludes certain shares (see instructions)
¨
|
11.
|
|
Percent of class represented by
amount in Row (9):
2.7%*
|
12.
|
|
Type of reporting person (see
instructions):
PN
|
*
|
The calculation is based on 124,121,786 shares of Common Stock outstanding as of February 22, 2013, as reported in the Companys Annual Report on Form 10-K for the
fiscal year ended December 31, 2012 filed with the Securities Exchange Commission on February 28, 2013.
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CUSIP No. 31430F101
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13G
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Page
3
of 29 Pages
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|
1.
|
|
Name of reporting persons:
GSO Special Situations Overseas Master Fund Ltd.
|
2.
|
|
Check the appropriate box if a
member of a group
(a)
¨
(b)
x
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
Cayman Islands, British West Indies
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
2,948,312
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
2,948,312
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
2,948,312
|
10.
|
|
Check box if the aggregate amount
in Row (9) excludes certain shares (see instructions)
¨
|
11.
|
|
Percent of class represented by
amount in Row (9):
2.4%*
|
12.
|
|
Type of reporting person (see
instructions):
CO
|
*
|
The calculation is based on 124,121,786 shares of Common Stock outstanding as of February 22, 2013, as reported in the Companys Annual Report on Form 10-K for the
fiscal year ended December 31, 2012 filed with the Securities Exchange Commission on February 28, 2013.
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CUSIP No. 31430F101
|
|
13G
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Page
4
of 29 Pages
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|
1.
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|
Name of reporting persons:
GSO Special Situations Overseas Fund Ltd.
|
2.
|
|
Check the appropriate box if a
member of a group
(a)
¨
(b)
x
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
Cayman Islands, British West Indies
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
2,948,312
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
2,948,312
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
2,948,312
|
10.
|
|
Check box if the aggregate amount
in Row (9) excludes certain shares (see instructions)
¨
|
11.
|
|
Percent of class represented by
amount in Row (9):
2.4%*
|
12.
|
|
Type of reporting person (see
instructions):
CO
|
*
|
The calculation is based on 124,121,786 shares of Common Stock outstanding as of February 22, 2013, as reported in the Companys Annual Report on Form 10-K for the
fiscal year ended December 31, 2012 filed with the Securities Exchange Commission on February 28, 2013.
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CUSIP No. 31430F101
|
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13G
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Page
5
of 29 Pages
|
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|
1.
|
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Name of reporting persons:
GSO Capital Partners LP
|
2.
|
|
Check the appropriate box if a
member of a group
(a)
¨
(b)
x
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
6,246,197
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
6,246,197
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
6,246,197
|
10.
|
|
Check box if the aggregate amount
in Row (9) excludes certain shares (see instructions)
¨
|
11.
|
|
Percent of class represented by
amount in Row (9):
5.0%*
|
12.
|
|
Type of reporting person (see
instructions):
PN
|
*
|
The calculation is based on 124,121,786 shares of Common Stock outstanding as of February 22, 2013, as reported in the Companys Annual Report on Form 10-K for the
fiscal year ended December 31, 2012 filed with the Securities Exchange Commission on February 28, 2013.
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CUSIP No. 31430F101
|
|
13G
|
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Page
6
of 29 Pages
|
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|
1.
|
|
Name of reporting persons:
GSO Advisor Holdings L.L.C.
|
2.
|
|
Check the appropriate box if a
member of a group
(a)
¨
(b)
x
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
6,246,197
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
6,246,197
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
6,246,197
|
10.
|
|
Check box if the aggregate amount
in Row (9) excludes certain shares (see instructions)
¨
|
11.
|
|
Percent of class represented by
amount in Row (9):
5.0%*
|
12.
|
|
Type of reporting person (see
instructions):
OO
|
*
|
The calculation is based on 124,121,786 shares of Common Stock outstanding as of February 22, 2013, as reported in the Companys Annual Report on Form 10-K for the
fiscal year ended December 31, 2012 filed with the Securities Exchange Commission on February 28, 2013.
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|
CUSIP No. 31430F101
|
|
13G
|
|
Page
7
of 29 Pages
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|
1.
|
|
Name of reporting persons:
Blackstone Holdings I L.P.
|
2.
|
|
Check the appropriate box if a
member of a group
(a)
¨
(b)
x
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
6,246,197
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
6,246,197
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
6,246,197
|
10.
|
|
Check box if the aggregate amount
in Row (9) excludes certain shares (see instructions)
¨
|
11.
|
|
Percent of class represented by
amount in Row (9):
5.0%*
|
12.
|
|
Type of reporting person (see
instructions):
PN
|
*
|
The calculation is based on 124,121,786 shares of Common Stock outstanding as of February 22, 2013, as reported in the Companys Annual Report on Form 10-K for the
fiscal year ended December 31, 2012 filed with the Securities Exchange Commission on February 28, 2013.
|
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|
|
|
CUSIP No. 31430F101
|
|
13G
|
|
Page
8
of 29 Pages
|
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|
|
|
|
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|
1.
|
|
Name of reporting persons:
Blackstone Holdings I/II GP Inc.
|
2.
|
|
Check the appropriate box if a
member of a group
(a)
¨
(b)
x
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
6,246,197
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
6,246,197
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
6,246,197
|
10.
|
|
Check box if the aggregate amount
in Row (9) excludes certain shares (see instructions)
¨
|
11.
|
|
Percent of class represented by
amount in Row (9):
5.0%*
|
12.
|
|
Type of reporting person (see
instructions):
CO
|
*
|
The calculation is based on 124,121,786 shares of Common Stock outstanding as of February 22, 2013, as reported in the Companys Annual Report on Form 10-K for the
fiscal year ended December 31, 2012 filed with the Securities Exchange Commission on February 28, 2013.
|
|
|
|
|
|
CUSIP No. 31430F101
|
|
13G
|
|
Page
9
of 29 Pages
|
|
|
|
|
|
|
|
1.
|
|
Name of reporting persons:
The Blackstone Group L.P.
|
2.
|
|
Check the appropriate box if a
member of a group
(a)
¨
(b)
x
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
6,246,197
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
6,246,197
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
6,246,197
|
10.
|
|
Check box if the aggregate amount
in Row (9) excludes certain shares (see instructions)
¨
|
11.
|
|
Percent of class represented by
amount in Row (9):
5.0%*
|
12.
|
|
Type of reporting person (see
instructions):
PN
|
*
|
The calculation is based on 124,121,786 shares of Common Stock outstanding as of February 22, 2013, as reported in the Companys Annual Report on Form 10-K for the
fiscal year ended December 31, 2012 filed with the Securities Exchange Commission on February 28, 2013.
|
|
|
|
|
|
CUSIP No. 31430F101
|
|
13G
|
|
Page
10
of 29 Pages
|
|
|
|
|
|
|
|
1.
|
|
Name of reporting persons:
Blackstone Group Management L.L.C.
|
2.
|
|
Check the appropriate box if a
member of a group
(a)
¨
(b)
x
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
6,246,197
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
6,246,197
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
6,246,197
|
10.
|
|
Check box if the aggregate amount
in Row (9) excludes certain shares (see instructions)
¨
|
11.
|
|
Percent of class represented by
amount in Row (9):
5.0%*
|
12.
|
|
Type of reporting person (see
instructions):
OO
|
*
|
The calculation is based on 124,121,786 shares of Common Stock outstanding as of February 22, 2013, as reported in the Companys Annual Report on Form 10-K for the
fiscal year ended December 31, 2012 filed with the Securities Exchange Commission on February 28, 2013.
|
|
|
|
|
|
CUSIP No. 31430F101
|
|
13G
|
|
Page
11
of 29 Pages
|
|
|
|
|
|
|
|
1.
|
|
Name of reporting persons:
Stephen A. Schwarzman
|
2.
|
|
Check the appropriate box if a
member of a group
(a)
¨
(b)
x
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
United States
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
6,246,197
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
6,246,197
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
6,246,197
|
10.
|
|
Check box if the aggregate amount
in Row (9) excludes certain shares (see instructions)
¨
|
11.
|
|
Percent of class represented by
amount in Row (9):
5.0%*
|
12.
|
|
Type of reporting person (see
instructions):
IN
|
*
|
The calculation is based on 124,121,786 shares of Common Stock outstanding as of February 22, 2013, as reported in the Companys Annual Report on Form 10-K for the
fiscal year ended December 31, 2012 filed with the Securities Exchange Commission on February 28, 2013.
|
|
|
|
|
|
CUSIP No. 31430F101
|
|
13G
|
|
Page
12
of 29 Pages
|
|
|
|
|
|
|
|
1.
|
|
Name of reporting persons:
Bennett J. Goodman
|
2.
|
|
Check the appropriate box if a
member of a group
(a)
¨
(b)
x
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
United States
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
0
|
|
6.
|
|
Shared voting power:
6,246,197
|
|
7.
|
|
Sole dispositive power:
0
|
|
8.
|
|
Shared dispositive power:
6,246,197
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
6,246,197
|
10.
|
|
Check box if the aggregate amount
in Row (9) excludes certain shares (see instructions)
¨
|
11.
|
|
Percent of class represented by
amount in Row (9):
5.0%*
|
12.
|
|
Type of reporting person (see
instructions):
IN
|
*
|
The calculation is based on 124,121,786 shares of Common Stock outstanding as of February 22, 2013, as reported in the Companys Annual Report on Form 10-K for the
fiscal year ended December 31, 2012 filed with the Securities Exchange Commission on February 28, 2013.
|
|
|
|
|
|
CUSIP No. 31430F101
|
|
13G
|
|
Page
13
of 29 Pages
|
|
|
|
|
|
|
|
1.
|
|
Name of reporting persons:
J. Albert Smith III
|
2.
|
|
Check the appropriate box if a
member of a group
(a)
¨
(b)
x
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
United States
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
0
|
|
6.
|
|
Shared voting power:
6,246,197
|
|
7.
|
|
Sole dispositive power:
0
|
|
8.
|
|
Shared dispositive power:
6,246,197
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
6,246,197
|
10.
|
|
Check box if the aggregate amount
in Row (9) excludes certain shares (see instructions)
¨
|
11.
|
|
Percent of class represented by
amount in Row (9):
5.0%*
|
12.
|
|
Type of reporting person (see
instructions):
IN
|
*
|
The calculation is based on 124,121,786 shares of Common Stock outstanding as of February 22, 2013, as reported in the Companys Annual Report on Form 10-K for the
fiscal year ended December 31, 2012 filed with the Securities Exchange Commission on February 28, 2013.
|
|
|
|
|
|
CUSIP No. 31430F101
|
|
13G
|
|
Page
14
of 29 Pages
|
|
|
|
|
|
|
|
1.
|
|
Name of reporting persons:
Douglas I. Ostrover
|
2.
|
|
Check the appropriate box if a
member of a group
(a)
¨
(b)
x
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
United States
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
0
|
|
6.
|
|
Shared voting power:
6,246,197
|
|
7.
|
|
Sole dispositive power:
0
|
|
8.
|
|
Shared dispositive power:
6,246,197
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
6,246,197
|
10.
|
|
Check box if the aggregate amount
in Row (9) excludes certain shares (see instructions)
¨
|
11.
|
|
Percent of class represented by
amount in Row (9):
5.0%*
|
12.
|
|
Type of reporting person (see
instructions):
IN
|
*
|
The calculation is based on 124,121,786 shares of Common Stock outstanding as of February 22, 2013, as reported in the Companys Annual Report on Form 10-K for the
fiscal year ended December 31, 2012 filed with the Securities Exchange Commission on February 28, 2013.
|
Page
15
of 29
Item 1.
|
(a). Name of Issuer
|
FelCor Lodging Trust Incorporated (the Company)
|
(b). Address of Issuers Principal Executive Offices:
|
545 E. John Carpenter Freeway, Suite 1300, Irving, Texas 75062
Item 2(a).
|
Name of Person Filing
|
Item 2(b).
|
Address of Principal Business Office
|
Each of the
following persons is hereinafter individually referred to as a Reporting Person and collectively as the Reporting Persons. This statement is filed on behalf of:
(i) GSO Special Situations Fund LP
c/o GSO Capital Partners LP,
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
(ii) GSO Special Situations Overseas Master Fund
Ltd.
c/o GSO Capital Partners LP,
345 Park Avenue
New York, NY 10154
Citizenship: Cayman Islands
(iii) GSO Special Situations Overseas Fund Ltd.
c/o GSO Capital Partners LP,
345 Park Avenue
New York, NY 10154
Citizenship: Cayman Islands
(iv) GSO Capital Partners LP
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
(v) GSO Advisor Holdings L.L.C.
c/o GSO Capital Partners LP,
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
(vi) Blackstone Holdings I L.P.
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
Page
16
of 29
(vii) Blackstone Holdings I/II GP Inc.
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
(viii) The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
(ix) Blackstone Group Management L.L.C.
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
(x) Stephen A. Schwarzman
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: United States
(xi) Bennett J. Goodman
c/o GSO Capital Partners LP,
345 Park Avenue
New York, NY 10154
Citizenship: United States
(xii) J. Albert Smith III
c/o GSO Capital Partners LP,
345 Park Avenue
New York, NY 10154
Citizenship: United States
(xiii) Douglas I. Ostrover
c/o GSO Capital Partners LP,
345 Park Avenue
New York, NY 10154
Citizenship: United States
Item 2(d).
|
Title of Class of Securities:
|
Common Stock, par value $0.01 (the Common Stock)
Page
17
of 29
Item 2(e).
|
CUSIP Number:
31430F101
|
Item 3.
|
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
Not Applicable.
(a)
Amount beneficially owned:
As of April 4, 2013, each of the Reporting Persons may be deemed to be the
beneficial owner of the shares of Common Stock listed on such Reporting Persons respective cover page.
(b) Percent
of class:
The Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2012,
filed with the Securities and Exchange Commission on February 28, 2013, indicated that there were 124,121,786 outstanding shares of Common Stock as of February 22, 2013. Based on this number of outstanding shares of Common Stock, each of
the Reporting Persons may be deemed to be the beneficial owner of the percentage of the total number of outstanding shares of Common Stock as listed on such Reporting Persons respective cover page.
GSO Special Situations Fund LP directly holds 3,297,885 shares of Common Stock. GSO Special Situations Overseas Master
Fund Ltd. directly holds 2,948,312 shares of Common Stock (GSO Special Situations Fund LP and GSO Special Situations Overseas Master Fund Ltd., the GSO Funds).
GSO Special Situations Overseas Master Fund Ltd. is a wholly owned subsidiary of GSO Special Situations Overseas Fund Ltd.
GSO Capital Partners LP serves as the investment manager of GSO Special Situations Fund LP, GSO Special Situations Overseas Master Fund Ltd. and GSO Special Situations Overseas Fund Ltd.
GSO Advisor Holdings L.L.C. is the general partner of GSO Capital Partners LP. Blackstone Holdings I L.P. is a managing
member of GSO Advisor Holdings L.L.C. Blackstone Holdings I/II GP Inc. is the general partner of Blackstone Holdings I L.P. The Blackstone Group L.P. is the controlling shareholder of Blackstone Holdings I/II GP Inc. 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 Blackstones senior managing directors and controlled by its founder, Stephen A. Schwarzman.
In addition, each of Bennett J. Goodman, J. Albert Smith III and Douglas I. Ostrover may be deemed to have shared voting
power and/or investment power with respect to the Common Stock held by the GSO Funds.
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Each Reporting Person expressly disclaims any assertion or presumption that it and the other persons on whose behalf this statement is filed or who are otherwise party to the Joint Filing Agreement (as
filed hereto as Exhibit 99.1) constitute a group for the purposes of Sections 13(d) and 13(g) of the Act and the rules thereunder. The filing of this statement should not be construed to be an admission that any member of the Reporting
Persons are members of a group for the purposes of Sections 13(d) and 13(g) of the Act.
(c) Number of
Shares as to which the Reporting Person has:
GSO Special Situations Fund LP
(i) Sole power to vote or to direct the vote:
3,297,885
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
3,297,885
(iv) Shared power to dispose or to direct the disposition of:
0
GSO Special Situations Overseas Master Fund Ltd.
(i) Sole power to vote or to direct the vote:
2,948,312
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
2,948,312
(iv) Shared power to dispose or to direct the disposition of:
0
GSO Special Situations Overseas Fund Ltd.
(i) Sole power to vote or to direct the vote:
2,948,312
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
2,948,312
(iv) Shared power to dispose or to direct the disposition of:
0
GSO Capital Partners LP
(i) Sole power to vote or to direct the vote:
6,246,197
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
6,246,197
(iv) Shared power to dispose or to direct the disposition of:
0
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19
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GSO Advisor Holdings L.L.C.
(i) Sole power to vote or to
direct the vote:
6,246,197
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
6,246,197
(iv) Shared power to dispose or to direct the disposition of:
0
Blackstone Holdings I L.P.
(i) Sole power to vote or to direct the vote:
6,246,197
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
6,246,197
(iv) Shared power to dispose or to direct the disposition of:
0
Blackstone Holdings I/II GP Inc.
(i) Sole power to vote or to direct the vote:
6,246,197
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
6,246,197
(iv) Shared power to dispose or to direct the disposition of:
0
The Blackstone Group L.P.
(i) Sole power to vote or to direct the vote:
6,246,197
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
6,246,197
(iv) Shared power to dispose or to direct the disposition of:
0
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20
of 29
Blackstone Group Management L.L.C.
(i) Sole power to vote
or to direct the vote:
6,246,197
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
6,246,197
(iv) Shared power to dispose or to direct the disposition of:
0
Stephen A. Schwarzman
(i) Sole power to vote or to direct the vote:
6,246,197
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
6,246,197
(iv) Shared power to dispose or to direct the disposition of:
0
Bennett J. Goodman
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
6,246,197
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
6,246,197
J. Albert Smith III
(i) Sole power to vote or to direct
the vote:
0
(ii) Shared power to vote or to direct the vote:
6,246,197
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
6,246,197
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Douglas I. Ostrover
(i) Sole power to vote or to direct
the vote:
0
(ii) Shared power to vote or to direct the vote:
6,246,197
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
6,246,197
Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the
following:
¨
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not Applicable.
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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Not Applicable.
Item 8.
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Identification and Classification of Members of the Group.
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Not Applicable.
Item 9.
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Notice of Dissolution of Group.
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Not Applicable.
By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a
nomination under §240.14a-11.
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22
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: April 15, 2013
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GSO SPECIAL SITUATIONS FUND LP
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By:
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/s/ Marisa Beeney
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Name:
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Marisa Beeney
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Title:
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Authorized Signatory
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GSO SPECIAL SITUATIONS OVERSEAS MASTER FUND LTD.
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|
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By:
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/s/ Marisa Beeney
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Name:
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Marisa Beeney
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Title:
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Authorized Signatory
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GSO SPECIAL SITUATIONS OVERSEAS FUND LTD.
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|
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By:
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/s/ Marisa Beeney
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Name:
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Marisa Beeney
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Title:
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Authorized Signatory
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GSO CAPITAL PARTNERS LP
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By:
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/s/ Marisa Beeney
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Name:
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Marisa Beeney
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Title:
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Authorized Signatory
|
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GSO ADVISOR HOLDINGS L.L.C.
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By: BLACKSTONE HOLDINGS I L.P., its sole member
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By: BLACKSTONE HOLDINGS I/II GP INC., its
general partner
|
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By:
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/s/ John G. Finley
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Name:
|
|
John G. Finley
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Title:
|
|
Chief Legal Officer
|
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BLACKSTONE HOLDINGS I L.P.
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By: BLACKSTONE HOLDINGS I/II GP INC., its
general partner
|
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By:
|
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/s/ John G. Finley
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Name:
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John G. Finley
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Title:
|
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Chief Legal Officer
|
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BLACKSTONE HOLDINGS I/II GP INC.
|
|
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By:
|
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/s/ John G. Finley
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Name:
|
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John G. Finley
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Title:
|
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Chief Legal Officer
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23
of 29
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THE BLACKSTONE GROUP L.P.
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By: BLACKSTONE GROUP MANAGEMENT L.L.C., its general partner
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By:
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/s/ John G. Finley
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Name:
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|
John G. Finley
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Title:
|
|
Chief Legal Officer
|
|
BLACKSTONE GROUP MANAGEMENT L.L.C.
|
|
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By:
|
|
/s/ John G. Finley
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Name:
|
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John G. Finley
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Title:
|
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Chief Legal Officer
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By:
|
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/s/ Stephen A. Schwarzman
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Stephen A. Schwarzman
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BENNETT J. GOODMAN
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|
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By:
|
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/s/ Marisa Beeney
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Name:
|
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Marisa Beeney
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Title:
|
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Attorney-in-Fact
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J. ALBERT SMITH III
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|
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By:
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/s/ Marisa Beeney
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Name:
|
|
Marisa Beeney
|
Title:
|
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Attorney-in-Fact
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DOUGLAS I. OSTROVER
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|
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By:
|
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/s/ Marisa Beeney
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Name:
|
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Marisa Beeney
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Title:
|
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Attorney-in-Fact
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EXHIBIT LIST
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Exhibit 99.1
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Joint Filing Agreement, dated April 15, 2013, among the Reporting Persons (filed herewith).
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Exhibit 99.2
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Power of Attorney, dated June 8, 2010, granted by Bennett J. Goodman in favor of Marisa Beeney.
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Exhibit 99.3
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Power of Attorney, dated June 8, 2010, granted by J. Albert Smith III in favor of Marisa Beeney.
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Exhibit 99.4
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Power of Attorney, dated June 8, 2010, granted by Douglas I. Ostrover in favor of Marisa Beeney.
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