0000899243-18-028548.txt : 20181108 0000899243-18-028548.hdr.sgml : 20181108 20181108173002 ACCESSION NUMBER: 0000899243-18-028548 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20181029 FILED AS OF DATE: 20181108 DATE AS OF CHANGE: 20181108 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSO CAPITAL PARTNERS LP CENTRAL INDEX KEY: 0001362495 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18926 FILM NUMBER: 181170777 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-503-2100 MAIL ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BTO Legend Holdings (Cayman) - NQ L.P. CENTRAL INDEX KEY: 0001758416 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18926 FILM NUMBER: 181170778 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5224 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BTO Holdings (Cayman) - NQ Manager L.L.C. CENTRAL INDEX KEY: 0001758226 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18926 FILM NUMBER: 181170779 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5224 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSO Aiguille des Grands Montets Fund II LP CENTRAL INDEX KEY: 0001606014 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18926 FILM NUMBER: 181170780 BUSINESS ADDRESS: STREET 1: C/O GSO CAPITAL PARTNERS LP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-503-2100 MAIL ADDRESS: STREET 1: C/O GSO CAPITAL PARTNERS LP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSO Advisor Holdings L.L.C. CENTRAL INDEX KEY: 0001464624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18926 FILM NUMBER: 181170781 BUSINESS ADDRESS: STREET 1: C/O GSO CAPITAL PARTNERS LP STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 2125835000 MAIL ADDRESS: STREET 1: C/O GSO CAPITAL PARTNERS LP STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Goodman Bennett J CENTRAL INDEX KEY: 0001394691 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18926 FILM NUMBER: 181170782 MAIL ADDRESS: STREET 1: C/O GSO CAPITAL PARTNERS LP STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone Tactital Opportunities Management Associates (Cayman) - NQ L.P. CENTRAL INDEX KEY: 0001758419 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18926 FILM NUMBER: 181170783 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5224 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BTO GP - NQ L.L.C. CENTRAL INDEX KEY: 0001758418 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18926 FILM NUMBER: 181170784 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5224 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone Holdings IV L.P. CENTRAL INDEX KEY: 0001404077 STATE OF INCORPORATION: A8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18926 FILM NUMBER: 181170785 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: (212) 583-5000 MAIL ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone Family Tactical Opportunities Investment Partnership III (Cayman) - NQ - ESC L.P. CENTRAL INDEX KEY: 0001758417 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18926 FILM NUMBER: 181170787 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5224 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10154 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Centric Brands Inc. CENTRAL INDEX KEY: 0000844143 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 112928178 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1231 S. GERHART AVE. CITY: COMMERCE STATE: CA ZIP: 90022 BUSINESS PHONE: 323-890-1800 MAIL ADDRESS: STREET 1: 1231 S. GERHART AVE. CITY: COMMERCE STATE: CA ZIP: 90022 FORMER COMPANY: FORMER CONFORMED NAME: Differential Brands Group Inc. DATE OF NAME CHANGE: 20160125 FORMER COMPANY: FORMER CONFORMED NAME: JOE'S JEANS INC. DATE OF NAME CHANGE: 20071015 FORMER COMPANY: FORMER CONFORMED NAME: INNOVO GROUP INC DATE OF NAME CHANGE: 19920703 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2018-10-29 0 0000844143 Centric Brands Inc. DFBG 0001362495 GSO CAPITAL PARTNERS LP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001758416 BTO Legend Holdings (Cayman) - NQ L.P. C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK 10154 0 0 1 0 0001758226 BTO Holdings (Cayman) - NQ Manager L.L.C. C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK 10154 0 0 1 0 0001606014 GSO Aiguille des Grands Montets Fund II LP C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001464624 GSO Advisor Holdings L.L.C. C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001394691 Goodman Bennett J C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001758419 Blackstone Tactital Opportunities Management Associates (Cayman) - NQ L.P. C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001758418 BTO GP - NQ L.L.C. C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001404077 Blackstone Holdings IV L.P. C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001758417 Blackstone Family Tactical Opportunities Investment Partnership III (Cayman) - NQ - ESC L.P. C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 Common Stock 9358749 I See footnotes Common Stock 8309901 I See footnotes Common Stock 802179 I See footnotes Common Stock 133697 I See footnotes Common Stock 112974 I See footnotes Common Stock 7445474 I See footnotes Common Stock 56527 I See footnotes Convertible Note 8.00 2019-10-29 Common Stock 1115433 I See footnotes Convertible Note 8.00 2019-10-29 Common Stock 990425 I See footnotes Convertible Note 8.00 2019-10-29 Common Stock 95609 I See footnotes Convertible Note 8.00 2019-10-29 Common Stock 15935 I See footnotes Convertible Note 8.00 2019-10-29 Common Stock 13465 I See footnotes Convertible Note 8.00 2019-10-29 Common Stock 887396 I See footnotes Convertible Note 8.00 2019-10-29 Common Stock 6737 I See footnotes Reflects 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. Reflects 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. Reflects 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. Reflects 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. Reflects 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. Reflects 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. Reflects 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. Represents 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. The 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. GSO 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. Blackstone 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. Blackstone Holdings I/II GP Inc. is the general partner of each of Blackstone Holdings I L.P. and Blackstone Holdings II L.P. The 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. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each of the Reporting Persons (other than 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. Exhibit List: Exhibit 24 - Power of Attorney GSO Capital Partners LP, By: /s/ Marisa J. Beeney, Name: Marisa J. Beeney, Title: Authorized Signatory 2018-11-08 GSO Aiguille des Grands Montets Fund II LP, By: GSO Capital Partners LP, its investment manager, By: /s/ Marisa J. Beeney, Name: Marisa Beeney, Title: Authorized Signatory 2018-11-08 GSO Advisor Holdings L.L.C., By: Blackstone Holdings I L.P., its sole member, By: Blackstone Holdings I/II GP Inc., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 2018-11-08 Bennett J. Goodman, By: /s/ Marisa J. Beeney, Name: Marisa J. Beeney, Title: Attorney-in-Fact 2018-11-08 BTO Legend Holdings (Cayman) - NQ L.P., By: its general partner, By: Blackstone Tactical Opportunities Management Associates (Cayman) - NQ L.P., its man. member, By: BTO GP - NQ L.L.C., its gp, By: /s/ Christopher J. James, Title: Authorized Person 2018-11-08 BTO Holdings (Cayman) - NQ Manager L.L.C. By: Blackstone Tactical Opportunities Management Associates (Cayman) - NQ L.P., its man. member, By: BTO GP - NQ L.L.C., its gp, By: /s/ Christopher J. James, Title: Authorized Person 2018-11-08 Blackstone Tactical Opportunities Management Associates (Cayman) - NQ L.P., By: BTO GP - NQ L.L.C., its general partner, By: /s/ Christopher J. James, Name: Christopher J. James, Title: Authorized Person 2018-11-08 BTO GP - NQ L.L.C., By: /s/ Christopher J. James, Name: Christopher J. James, Title: Authorized Person 2018-11-08 Blackstone Holdings IV L.P. By: Blackstone Holdings IV GP L.P., its gp, By: Blackstone Holdings IV GP Management (Delaware) L.P., its gp, By: Blackstone Holdings IV GP Management L.L.C., its gp, By: /s/ John G. Finley, Chief Legal Officer 2018-11-08 Blackstone Family Tactical Opportunities Investment Partnership III (Cayman) - NQ - ESC L.P., By: BTO GP - NQ L.L.C., its general partner, By: /s/ Christopher J. James, Name: Christopher J. James, Title: Authorized Person 2018-11-08 EX-24 2 attachment1.htm EX-24 DOCUMENT

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, BENNETT J. GOODMAN, hereby make,
constitute and appoint MARISA BEENEY, acting individually, as my agent and
attorney-in-fact for the purpose of executing in my name, (a) in my personal
capacity or (b) in my capacity as an executive, member of or in other capacities
with GSO Capital Partners LP, GSO Capital Advisors LLC or GSO / Blackstone Debt
Funds Management LLC and each of their affiliates or entities advised by me, GSO
Capital Partners LP, GSO Capital Advisors LLC or GSO Blackstone Debt Funds
Management LLC, all documents, certificates, instruments, statements, filings
and agreements ("documents") to be filed with or delivered to any foreign or
domestic governmental or regulatory body or required or requested by any other
person or entity pursuant to any legal or regulatory requirement relating to the
acquisition, ownership, management or disposition of securities, futures
contracts or other investments, and any other documents relating or ancillary
thereto, including without limitation all documents relating to filings with any
stock exchange, self-regulatory association, the Commodities Futures Trading
Commission and National Futures Association, the United States Securities and
Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the
Securities Exchange Act of 1934 (the "Act") and the rules and regulations
promulgated thereunder, including all documents relating to the beneficial
ownership of securities required to be filed with the SEC pursuant to Section
13(d) or Section 16(a) of the Act and any information statements on Form 13F
required to be filed with the SEC pursuant to Section 13(f) of the Act,
including without limitation Form 3, 4, 5, 144, or Schedules 13D, 13F and 13G
and any amendments to said forms or schedules, in each case, as determined by
such person to be necessary or appropriate. Any such determination shall be
conclusively evidenced by such person's execution, delivery, furnishing and/or
filing of the applicable document.

All past acts of the attorneys-in-fact in furtherance of the foregoing are
hereby ratified and confirmed.

This power of attorney shall be valid from the date hereof until the date
revoked in writing by the undersigned, and this power of attorney does not
revoke or replace any other power of attorney that the undersigned has
previously granted.

IN WITNESS WHEREOF, I have executed this instrument as of the 8th day of June,
2010.

/s/ BENNETT J. GOODMAN
-----------------------------------------
Bennett J. Goodman