Under the partnership agreement of the Partnership, the general partner of the Partnership may, upon the approval of the holders of at leasttwo-thirds of the voting power of our outstanding Common Units and Special Voting Units voting together as a single class, have been replaced with a successor general partner designated by a majority of the voting power of such classes voting together as a single class. Similarly, under the Certificate of Incorporation, the holder of the Class C Common Stock may, upon the approval of the stockholders holding at leasttwo-thirds of the voting power of our outstanding shares of Class A Common Stock and Class B Common Stock voting together as a single class, be required to transfer its shares of Class C Common Stock to a successor holder of Class C Common Stock designated by the stockholders holding a majority of the voting power of such classes voting together as a single class.
To the extent applicable, the disclosures set forth in (i) Item 3.01 above regarding the conversion of the Common Units into Class A Common Stock, (ii) Item 5.03 below regarding the Certificate of Conversion, Certificate of Incorporation and Bylaws, and (iii) Item 8.01 below regarding the Conversion are incorporated herein by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As a result of the Conversion, the business and affairs of the Corporation will be overseen by the board of directors of the Corporation, rather than by the board of directors of Blackstone Group Management L.L.C., the general partner of the Partnership. The directors and executive officers of the Corporation immediately after the Conversion were the same individuals who were directors and executive officers, respectively, of Blackstone Group Management L.L.C., the general partner of the Partnership, immediately prior to the Conversion.
In addition, the audit committee and executive committee of the board of directors of the general partner of the Partnership, and the membership thereof, prior to the Effective Time, were replicated at the Corporation at the Effective Time. The board of directors of the Corporation also has a compensation committee, the members of which are appointed by Blackstone Group Management L.L.C., as the sole holder of Class C Common Stock. Mr. Schwarzman is initially the sole member of the compensation committee. Following the Conversion, when the provisions of the Partnership’s partnership agreement that contemplate a standing conflicts committee no longer apply, disinterested members of our board of directors will continue to address conflicts, including by referral of such matters to the audit committee or such other committee of disinterested directors as the board of directors deems appropriate.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year. |
On June 28, 2019, to implement the Conversion, Blackstone Group Management L.L.C., in its capacity as the Partnership’s general partner, filed with the Secretary of State of the State of Delaware the Certificate of Conversion and, in its capacity as sole incorporator of the Corporation, filed with the Secretary of State of the State of Delaware a Certificate of Incorporation (the “Certificate of Incorporation”).
At the Effective Time, the Partnership converted to the Corporation pursuant to the Certificate of Conversion, and the Certificate of Incorporation and the Bylaws of the Corporation became effective. The full text of the Certificate of Conversion, Certificate of Incorporation and Bylaws are filed herewith as Exhibits 3.1, 3.2 and 3.3, respectively, and are incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On July 1, 2019, Blackstone issued a press release announcing the completion of the Conversion. A copy of the press release is attached hereto as Exhibit 99.2.
In accordance with Rule12g-3(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Corporation is a successor registrant to the Partnership and thereby subject to the informational requirements of the Exchange Act and the rules and regulations promulgated thereunder. The shares of Class A Common Stock of the Corporation, as the successor registrant to the Partnership, are deemed to be registered under Section 12(b) of the Exchange Act.
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