UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
BankUnited, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
06652K103
(CUSIP Number)
December 31, 2011
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1
CUSIP No. 06652K103 | 13G | Page 2 of 25 Pages |
1. |
Name of Reporting Persons:
Blackstone Capital Partners V 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:
10,430,666 | ||||
6. | Shared Voting Power:
0 | |||||
7. | Sole Dispositive Power:
10,430,666 | |||||
8. | Shared Dispositive Power:
0 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
10,430,666 | |||||
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):
10.7%* | |||||
12. |
Type of Reporting Person (See Instructions):
PN |
* | The calculation of the foregoing percentage is based on 97,283,922 outstanding shares of Common Stock as of November 10, 2011 as reported in the Quarterly Report on Form 10-Q of BankUnited, Inc. for the period ended September 30, 2011, as filed with the Securities and Exchange Commission on November 14, 2011. |
CUSIP No. 06652K103 | 13G | Page 3 of 25 Pages |
1. |
Name of Reporting Persons:
Blackstone Capital Partners V-AC 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:
3,261,651 | ||||
6. | Shared Voting Power:
0 | |||||
7. | Sole Dispositive Power:
3,261,651 | |||||
8. | Shared Dispositive Power:
0 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
3,261,651 | |||||
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):
3.4%* | |||||
12. |
Type of Reporting Person (See Instructions):
PN |
* | The calculation of the foregoing percentage is based on 97,283,922 outstanding shares of Common Stock as of November 10, 2011 as reported in the Quarterly Report on Form 10-Q of BankUnited, Inc. for the period ended September 30, 2011, as filed with the Securities and Exchange Commission on November 14, 2011. |
CUSIP No. 06652K103 | 13G | Page 4 of 25 Pages |
1. |
Name of Reporting Persons:
Blackstone Family Investment Partnership V 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:
18,224 | ||||
6. | Shared Voting Power:
0 | |||||
7. | Sole Dispositive Power:
18,224 | |||||
8. | Shared Dispositive Power:
0 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
18,224 | |||||
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):
0.02%* | |||||
12. |
Type of Reporting Person (See Instructions):
PN |
* | The calculation of the foregoing percentage is based on 97,283,922 outstanding shares of Common Stock as of November 10, 2011 as reported in the Quarterly Report on Form 10-Q of BankUnited, Inc. for the period ended September 30, 2011, as filed with the Securities and Exchange Commission on November 14, 2011. |
CUSIP No. 06652K103 | 13G | Page 5 of 25 Pages |
1. |
Name of Reporting Persons:
Blackstone Participation Partnership V 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:
10,590 | ||||
6. | Shared Voting Power:
0 | |||||
7. | Sole Dispositive Power:
10,590 | |||||
8. | Shared Dispositive Power:
0 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
10,590 | |||||
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):
0.01%* | |||||
12. |
Type of Reporting Person (See Instructions):
PN |
* | The calculation of the foregoing percentage is based on 97,283,922 outstanding shares of Common Stock as of November 10, 2011 as reported in the Quarterly Report on Form 10-Q of BankUnited, Inc. for the period ended September 30, 2011, as filed with the Securities and Exchange Commission on November 14, 2011. |
CUSIP No. 06652K103 | 13G | Page 6 of 25 Pages |
1. |
Name of Reporting Persons:
Blackstone Management Associates V 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:
13,692,317 | ||||
6. | Shared Voting Power:
0 | |||||
7. | Sole Dispositive Power:
13,692,317 | |||||
8. | Shared Dispositive Power:
0 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
13,692,317 | |||||
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):
14.1%* | |||||
12. |
Type of Reporting Person (See Instructions):
OO |
* | The calculation of the foregoing percentage is based on 97,283,922 outstanding shares of Common Stock as of November 10, 2011 as reported in the Quarterly Report on Form 10-Q of BankUnited, Inc. for the period ended September 30, 2011, as filed with the Securities and Exchange Commission on November 14, 2011. |
CUSIP No. 06652K103 | 13G | Page 7 of 25 Pages |
1. |
Name of Reporting Persons:
BMA V 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:
13,692,317 | ||||
6. | Shared Voting Power:
0 | |||||
7. | Sole Dispositive Power:
13,692,317 | |||||
8. | Shared Dispositive Power:
0 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
13,692,317 | |||||
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):
14.1%* | |||||
12. |
Type of Reporting Person (See Instructions):
OO |
* | The calculation of the foregoing percentage is based on 97,283,922 outstanding shares of Common Stock as of November 10, 2011 as reported in the Quarterly Report on Form 10-Q of BankUnited, Inc. for the period ended September 30, 2011, as filed with the Securities and Exchange Commission on November 14, 2011. |
CUSIP No. 06652K103 | 13G | Page 8 of 25 Pages |
1. |
Name of Reporting Persons:
BCP V Side-by-Side GP 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:
28,814 | ||||
6. | Shared Voting Power:
0 | |||||
7. | Sole Dispositive Power:
28,814 | |||||
8. | Shared Dispositive Power:
0 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
28,814 | |||||
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):
0.03%* | |||||
12. |
Type of Reporting Person (See Instructions):
OO |
* | The calculation of the foregoing percentage is based on 97,283,922 outstanding shares of Common Stock as of November 10, 2011 as reported in the Quarterly Report on Form 10-Q of BankUnited, Inc. for the period ended September 30, 2011, as filed with the Securities and Exchange Commission on November 14, 2011. |
CUSIP No. 06652K103 | 13G | Page 9 of 25 Pages |
1. |
Name of Reporting Persons:
Blackstone Holdings III 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:
Quebec, Canada | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power:
13,721,131 | ||||
6. | Shared Voting Power:
0 | |||||
7. | Sole Dispositive Power:
13,721,131 | |||||
8. | Shared Dispositive Power:
0 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
13,721,131 | |||||
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):
14.1%* | |||||
12. |
Type of Reporting Person (See Instructions):
PN |
* | The calculation of the foregoing percentage is based on 97,283,922 outstanding shares of Common Stock as of November 10, 2011 as reported in the Quarterly Report on Form 10-Q of BankUnited, Inc. for the period ended September 30, 2011, as filed with the Securities and Exchange Commission on November 14, 2011. |
CUSIP No. 06652K103 | 13G | Page 10 of 25 Pages |
1. |
Name of Reporting Persons:
Blackstone Holdings III GP 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:
13,721,131 | ||||
6. | Shared Voting Power:
0 | |||||
7. | Sole Dispositive Power:
13,721,131 | |||||
8. | Shared Dispositive Power:
0 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
13,721,131 | |||||
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):
14.1%* | |||||
12. |
Type of Reporting Person (See Instructions):
PN |
* | The calculation of the foregoing percentage is based on 97,283,922 outstanding shares of Common Stock as of November 10, 2011 as reported in the Quarterly Report on Form 10-Q of BankUnited, Inc. for the period ended September 30, 2011, as filed with the Securities and Exchange Commission on November 14, 2011. |
CUSIP No. 06652K103 | 13G | Page 11 of 25 Pages |
1. |
Name of Reporting Persons:
Blackstone Holdings III GP 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:
13,721,131 | ||||
6. | Shared Voting Power:
0 | |||||
7. | Sole Dispositive Power:
13,721,131 | |||||
8. | Shared Dispositive Power:
0 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
13,721,131 | |||||
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):
14.1%* | |||||
12. |
Type of Reporting Person (See Instructions):
OO |
* | The calculation of the foregoing percentage is based on 97,283,922 outstanding shares of Common Stock as of November 10, 2011 as reported in the Quarterly Report on Form 10-Q of BankUnited, Inc. for the period ended September 30, 2011, as filed with the Securities and Exchange Commission on November 14, 2011. |
CUSIP No. 06652K103 | 13G | Page 12 of 25 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:
13,721,131 | ||||
6. | Shared Voting Power:
0 | |||||
7. | Sole Dispositive Power:
13,721,131 | |||||
8. | Shared Dispositive Power:
0 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
13,721,131 | |||||
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):
14.1%* | |||||
12. |
Type of Reporting Person (See Instructions):
PN |
* | The calculation of the foregoing percentage is based on 97,283,922 outstanding shares of Common Stock as of November 10, 2011 as reported in the Quarterly Report on Form 10-Q of BankUnited, Inc. for the period ended September 30, 2011, as filed with the Securities and Exchange Commission on November 14, 2011. |
CUSIP No. 06652K103 | 13G | Page 13 of 25 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:
13,721,131 | ||||
6. | Shared Voting Power:
0 | |||||
7. | Sole Dispositive Power:
13,721,131 | |||||
8. | Shared Dispositive Power:
0 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
13,721,131 | |||||
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):
14.1%* | |||||
12. |
Type of Reporting Person (See Instructions):
OO |
* | The calculation of the foregoing percentage is based on 97,283,922 outstanding shares of Common Stock as of November 10, 2011 as reported in the Quarterly Report on Form 10-Q of BankUnited, Inc. for the period ended September 30, 2011, as filed with the Securities and Exchange Commission on November 14, 2011. |
CUSIP No. 06652K103 | 13G | Page 14 of 25 Pages |
1. |
Name of Reporting Persons:
Steven 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:
13,721,131 | ||||
6. | Shared Voting Power:
0 | |||||
7. | Sole Dispositive Power:
13,721,131 | |||||
8. | Shared Dispositive Power:
0 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
13,721,131 | |||||
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):
14.1%* | |||||
12. |
Type of Reporting Person (See Instructions):
IN |
* | The calculation of the foregoing percentage is based on 97,283,922 outstanding shares of Common Stock as of November 10, 2011 as reported in the Quarterly Report on Form 10-Q of BankUnited, Inc. for the period ended September 30, 2011, as filed with the Securities and Exchange Commission on November 14, 2011. |
Page 15 of 25 Pages |
Item 1. | (a). |
Name of Issuer | ||||||||||
BankUnited, Inc. (the Company) | ||||||||||||
(b). |
Address of Issuers Principal Executive Offices: | |||||||||||
56 East Bell Drive, Warsaw, Indiana | ||||||||||||
Item 2 | (a). |
Name of Person Filing | ||||||||||
Item 2 |
(b). |
Address of Principal Business Office | ||||||||||
Item 2 |
(c). |
Citizenship | ||||||||||
(i) Blackstone Capital Partners V L.P. c/o The Blackstone Group L.P. 345 Park Avenue New York, NY 10154 Citizenship: State of Delaware |
||||||||||||
(ii) Blackstone Capital Partners V-AC L.P. c/o The Blackstone Group L.P. 345 Park Avenue New York, NY 10154 Citizenship: State of Delaware |
||||||||||||
(iii) Blackstone Family Investment Partnership V L.P. c/o The Blackstone Group L.P. 345 Park Avenue New York, NY 10154 Citizenship: State of Delaware |
||||||||||||
(iv) Blackstone Participation Partnership V L.P. c/o The Blackstone Group L.P. 345 Park Avenue New York, NY 10154 Citizenship: State of Delaware |
||||||||||||
(v) Blackstone Management Associates V L.L.C. c/o The Blackstone Group L.P. 345 Park Avenue New York, NY 10154 Citizenship: State of Delaware |
||||||||||||
(vi) BMA V L.L.C. c/o The Blackstone Group L.P. 345 Park Avenue New York, NY 10154 Citizenship: State of Delaware |
||||||||||||
(vii) BCP V Side-by-Side GP L.L.C. |
Page 16 of 25 Pages |
c/o The Blackstone Group L.P. 345 Park Avenue New York, NY 10154 Citizenship: State of Delaware |
||||||||||||
(viii) Blackstone Holdings III L.P. c/o The Blackstone Group L.P. 345 Park Avenue New York, NY 10154 Citizenship: Quebec, Canada |
||||||||||||
(ix) Blackstone Holdings III GP L.P. c/o The Blackstone Group L.P. 345 Park Avenue New York, NY 10154 Citizenship: State of Delaware |
||||||||||||
(x) Blackstone Holdings III GP Management L.L.C. c/o The Blackstone Group L.P. 345 Park Avenue New York, NY 10154 Citizenship: State of Delaware |
||||||||||||
(xi) The Blackstone Group L.P. 345 Park Avenue New York, NY 10154 Citizenship: State of Delaware |
||||||||||||
(xii) Blackstone Group Management L.L.C. c/o The Blackstone Group L.P. 345 Park Avenue New York, NY 10154 Citizenship: State of Delaware |
||||||||||||
(xiii) Steven A. Schwarzman c/o The Blackstone Group L.P. 345 Park Avenue New York, NY 10154 Citizenship: United States |
||||||||||||
The foregoing persons are hereinafter sometimes collectively referred to as the Reporting Persons. | ||||||||||||
Blackstone Capital Partners V L.P. (BCP V) directly holds 10,430,666 shares of Common Stock (as defined below); Blackstone Capital Partners V-AC L.P. (BCP V-AC) directly holds 3,261,651 shares of Common Stock; Blackstone Family Investment Partnership V |
Page 17 of 25 Pages |
L.P. (Family) directly holds 18,224 shares of Common Stock; and Blackstone Participation Partnership V L.P. (Participation) directly holds 10,590 shares of Common Stock. | ||||||||||||
The general partner of BCP V and BCP V-AC is Blackstone Management Associates V L.L.C. BMA V L.L.C. is the sole member of Blackstone Management Associates V L.L.C. The general partner of Family and Participation is BCP V Side-By-Side GP L.L.C. Blackstone Holdings III L.P. is the managing member and the owner of a majority interest of BMA V L.L.C. and the sole member of BCP V Side-By-Side GP L.L.C. Blackstone Holdings III GP L.P is the general partner of Blackstone Holdings III L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstones senior managing directors and controlled by its founder, Stephen A. Schwarzman. | ||||||||||||
Each of such Blackstone entities and Mr. Schwarzman may be deemed to beneficially own the Common Stock beneficially owned by the Blackstone Funds directly or indirectly controlled by it or him, but each disclaims beneficial ownership of such Common Stock. | ||||||||||||
Item 2 |
(d). |
Title of Class of Securities: | ||||||||||
Common Stock, par value $0.01 (the Common Stock) | ||||||||||||
Item 2 |
(e). |
CUSIP Number: | ||||||||||
06652K10 | ||||||||||||
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. | ||||||||||||
Item 4. | Ownership. | |||||||||||
(a) | Amount beneficially owned: | |||||||||||
As of December 31, 2011, each of the Reporting Persons may be deemed to be the beneficial owner of the Common Stock listed on such Reporting Persons respective cover page. |
||||||||||||
(b) | Percent of class: | |||||||||||
The Quarterly Report on Form 10-Q of BankUnited, Inc. for the period ended September 30, 2011, as filed with the Securities and Exchange Commission on November 14, 2011, indicated that there were 97,283,922 outstanding shares of Common Stock as of November 10, 2011. Based on this number of outstanding shares of Common Stock, each |
Page 18 of 25 Pages |
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 listed on such Reporting Persons respective cover page. | ||||||||||
(c) | Number of Shares as to which the Reporting Person has: | |||||||||
Blackstone Capital Partners V L.P. | ||||||||||
(i) | Sole power to vote or to direct the vote: | |||||||||
10,430,666 | ||||||||||
(ii) | Shared power to vote or to direct the vote: | |||||||||
0 | ||||||||||
(iii) | Sole power to dispose or to direct the disposition of: | |||||||||
10,430,666 | ||||||||||
(iv) | Shared power to dispose or to direct the disposition of: | |||||||||
0 | ||||||||||
Blackstone Capital Partners V-AC L.P. | ||||||||||
(i) | Sole power to vote or to direct the vote: | |||||||||
3,261,651 | ||||||||||
(ii) | Shared power to vote or to direct the vote: | |||||||||
0 | ||||||||||
(iii) | Sole power to dispose or to direct the disposition of: | |||||||||
3,261,651 | ||||||||||
(iv) | Shared power to dispose or to direct the disposition of: | |||||||||
0 | ||||||||||
Blackstone Family Investment Partnership V L.P. | ||||||||||
(i) | Sole power to vote or to direct the vote: | |||||||||
18,224 | ||||||||||
(ii) | Shared power to vote or to direct the vote: | |||||||||
0 | ||||||||||
(iii) | Sole power to dispose or to direct the disposition of: | |||||||||
18,224 | ||||||||||
(iv) | Shared power to dispose or to direct the disposition of: | |||||||||
0 | ||||||||||
Blackstone Participation Partnership V L.P. | ||||||||||
(i) | Sole power to vote or to direct the vote: | |||||||||
10,590 | ||||||||||
(ii) | Shared power to vote or to direct the vote: | |||||||||
0 | ||||||||||
(iii) | Sole power to dispose or to direct the disposition of: | |||||||||
10,590 |
Page 19 of 25 Pages |
(iv) | Shared power to dispose or to direct the disposition of: | |||||||||
0 | ||||||||||
Blackstone Management Associates V L.L.C. | ||||||||||
(i) | Sole power to vote or to direct the vote: | |||||||||
13,692,317 | ||||||||||
(ii) | Shared power to vote or to direct the vote: | |||||||||
0 | ||||||||||
(iii) | Sole power to dispose or to direct the disposition of: | |||||||||
13,692,317 | ||||||||||
(iv) | Shared power to dispose or to direct the disposition of: | |||||||||
0 | ||||||||||
BMA V L.L.C. | ||||||||||
(i) | Sole power to vote or to direct the vote: | |||||||||
13,692,317 | ||||||||||
(ii) | Shared power to vote or to direct the vote: | |||||||||
0 | ||||||||||
(iii) | Sole power to dispose or to direct the disposition of: | |||||||||
13,692,317 | ||||||||||
(iv) | Shared power to dispose or to direct the disposition of: | |||||||||
0 | ||||||||||
BCP V Side-by-Side GP L.L.C. | ||||||||||
(i) | Sole power to vote or to direct the vote: | |||||||||
28,814 | ||||||||||
(ii) | Shared power to vote or to direct the vote: | |||||||||
0 | ||||||||||
(iii) | Sole power to dispose or to direct the disposition of: | |||||||||
28,814 | ||||||||||
(iv) | Shared power to dispose or to direct the disposition of: | |||||||||
0 | ||||||||||
Blackstone Holdings III L.P. | ||||||||||
(i) | Sole power to vote or to direct the vote: | |||||||||
13,721,131 | ||||||||||
(ii) | Shared power to vote or to direct the vote: | |||||||||
0 | ||||||||||
(iii) | Sole power to dispose or to direct the disposition of: | |||||||||
13,721,131 | ||||||||||
(iv) | Shared power to dispose or to direct the disposition of: | |||||||||
0 |
Page 20 of 25 Pages |
Blackstone Holdings III GP L.P. | ||||||||||
(i) | Sole power to vote or to direct the vote: | |||||||||
13,721,131 | ||||||||||
(ii) | Shared power to vote or to direct the vote: | |||||||||
0 | ||||||||||
(iii) | Sole power to dispose or to direct the disposition of: | |||||||||
13,721,131 | ||||||||||
(iv) | Shared power to dispose or to direct the disposition of: | |||||||||
0 | ||||||||||
Blackstone Holdings III GP Management L.L.C. | ||||||||||
(i) | Sole power to vote or to direct the vote: | |||||||||
13,721,131 | ||||||||||
(ii) | Shared power to vote or to direct the vote: | |||||||||
0 | ||||||||||
(iii) | Sole power to dispose or to direct the disposition of: | |||||||||
13,721,131 | ||||||||||
(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: | |||||||||
13,721,131 | ||||||||||
(ii) | Shared power to vote or to direct the vote: | |||||||||
0 | ||||||||||
(iii) | Sole power to dispose or to direct the disposition of: | |||||||||
13,721,131 | ||||||||||
(iv) | Shared power to dispose or to direct the disposition of: | |||||||||
0 | ||||||||||
Blackstone Group Management L.L.C. | ||||||||||
(i) | Sole power to vote or to direct the vote: | |||||||||
13,721,131 | ||||||||||
(ii) | Shared power to vote or to direct the vote: | |||||||||
0 | ||||||||||
(iii) | Sole power to dispose or to direct the disposition of: | |||||||||
13,721,131 | ||||||||||
(iv) | Shared power to dispose or to direct the disposition of: | |||||||||
0 | ||||||||||
Steven A. Schwarzman |
Page 21 of 25 Pages |
(i) | Sole power to vote or to direct the vote: | |||||||||
13,721,131 | ||||||||||
(ii) | Shared power to vote or to direct the vote: | |||||||||
0 | ||||||||||
(iii) | Sole power to dispose or to direct the disposition of: | |||||||||
13,721,131 | ||||||||||
(iv) | Shared power to dispose or to direct the disposition of: | |||||||||
0 | ||||||||||
Item 5. | Ownership of Five Percent or Less of a Class | |||||||||
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. | Ownership of More than Five Percent on Behalf of Another Person. | |||||||||
Not Applicable. | ||||||||||
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. | |||||||||
Not Applicable. | ||||||||||
Item 8. | Identification and Classification of Members of the Group. | |||||||||
Not Applicable. | ||||||||||
Item 9. | Notice of Dissolution of Group. | |||||||||
Not Applicable. | ||||||||||
Item 10. | Certification. | |||||||||
Not Applicable. |
Page 22 of 25 Pages |
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: February 14, 2012
BLACKSTONE CAPITAL PARTNERS V L.P. By: Blackstone Management Associates V L.L.C., its general partner By: BMA V L.L.C., its sole member |
By: /s/ John G. Finley |
Name: John G. Finley |
Title: Chief Legal Officer |
BLACKSTONE CAPITAL PARTNERS V-AC L.P. By: Blackstone Management Associates V L.L.C., its general partner By: BMA V L.L.C., its sole member |
By: /s/ John G. Finley |
Name: John G. Finley |
Title: Chief Legal Officer |
BLACKSTONE FAMILY INVESTMENT PARTNERSHIP V L.P. By: BCP V Side-by-Side GP L.L.C., its general partner |
By: /s/ John G. Finley |
Name: John G. Finley |
Title: Chief Legal Officer |
BLACKSTONE PARTICIPATION PARTNERSHIP V L.P. By: BCP V Side-by-Side GP L.L.C., its general partner |
By: /s/ John G. Finley |
Name: John G. Finley |
Title: Chief Legal Officer |
Page 23 of 25 Pages |
BLACKSTONE MANAGEMENT ASSOCIATES V L.L.C. |
By: BMA V L.L.C., its sole member |
By: /s/ John G. Finley |
Name: John G. Finley |
Title: Chief Legal Officer |
BMA V L.L.C. |
By: /s/ John G. Finley |
Name: John G. Finley |
Title: Chief Legal Officer |
BCP V SIDE-BY-SIDE GP L.L.C. |
By: /s/ John G. Finley |
Name: John G. Finley |
Title: Chief Legal Officer |
BLACKSTONE HOLDINGS III L.P. By: Blackstone Holdings III GP L.P., its general partner By: Blackstone Holdings III GP Management L.L.C., its general partner |
By: /s/ John G. Finley |
Name: John G. Finley |
Title: Chief Legal Officer |
BLACKSTONE HOLDINGS III GP L.P. By: Blackstone Holdings III GP Management L.L.C., its general partner |
By: /s/ John G. Finley |
Name: John G. Finley |
Title: Chief Legal Officer |
BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C. |
By: /s/ John G. Finley |
Name: John G. Finley |
Title: Chief Legal Officer |
Page 24 of 25 Pages |
THE BLACKSTONE GROUP L.P. By: Blackstone Group Management L.L.C., its |
General Partner | ||
By: /s/ John G. Finley | ||
Name: | John G. Finley | |
Title: | Chief Legal Officer | |
BLACKSTONE GROUP MANAGEMENT L.L.C. | ||
By: /s/ John G. Finley | ||
Name: | John G. Finley | |
Title: | Chief Legal Officer | |
STEPHEN A. SCHWARZMAN | ||
By: /s/ Stephen A. Schwarzman | ||
Name: | Stephen A. Schwarzman |
Page 25 of 25 Pages |
EXHIBIT LIST
Exhibit A Joint Filing Agreement, dated as of February 14, 2012, by and among Blackstone Capital Partners V L.P.; Blackstone Capital Partners V-AC L.P.; BCP V-S L P; Blackstone Family Investment Partnership V L.P.; Blackstone Participation Partnership V L.P.; Blackstone Management Associates V L.L.C.; BMA V L.L.C.; BCP V Side-by-Side GP L.L.C.; Blackstone Holdings III L.P.; Blackstone Holdings III GP L.P.; Blackstone Holdings III GP Management L.L.C.; Blackstone Group L.P.; Blackstone Group Management L.L.C.; and Steven A. Schwarzman.