(d) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons set forth on Schedule I attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons set forth on Schedule I attached hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) See Item 2(a)-(b) above for citizenship or place of organization, as applicable, of each of the Reporting Persons.
Item 3. | Source and Amount of Funds or Other Consideration |
On February 10, 2021, in connection with the Issuer’s initial public offering, the Issuer reclassified the partnership interests of Buzz Holdings L.P. and engaged in a series of restructuring transactions as a result of which the Reporting Persons received the following: (i) Blackstone Buzz Holdings L.P. received 23,256 shares of Class A Common Stock, one share of Class B common stock of the Issuer (“Class B Common Stock”), and 71,041,485 common units of Buzz Holdings L.P. (“Common Units”), which are exchangeable for shares of Class A Common Stock on a one-for-one basis, (ii) Blackstone Tactical Opportunities Fund—FD L.P. received one share of Class B Common Stock and 580,360 Common Units, which are exchangeable for shares of Class A Common Stock on a one-for-one basis, (iii) Blackstone Family Investment Partnership—Growth ESC L.P. received one share of Class B Common Stock and 63,069 Common Units, which are exchangeable for shares of Class A Common Stock on a one-for-one basis, (iv) BCP Buzz Holdings L.P. received 43,342,001 shares of Class A Common Stock, (v) BTO Buzz Holdings II L.P. received 19,442,165 shares of Class A Common Stock, (vi) BXG Buzz Holdings L.P. received 4,409,179 shares of Class A Common Stock, and (vii) BSOF Buzz Aggregator L.L.C. received holds 7,835,919 shares of Class A Common Stock.
Item 4. | Purpose of Transaction |
The Reporting Persons acquired the securities reported herein for investment purposes, subject to the following:
The information in Item 6 of this Schedule 13D is incorporated herein by reference.
The Reporting Persons intend to review their investment in the Issuer on an ongoing basis and, in the course of their review, may take actions (including through their affiliates) with respect to their investment or the Issuer, including communicating with the board of directors of the Issuer (the “Board”), members of management or other security-holders of the Issuer, or other third parties from time to time, taking steps to implement a course of action, including, without limitation, engaging advisors, including legal, financial, regulatory, technical and/or industry advisors, to assist in any review, and evaluating strategic alternatives as they may become available. Such discussions and other actions may relate to, subject to the terms and conditions of the documents described herein to which the Reporting Persons are a party, various alternative courses of action, including, without limitation, those related to an extraordinary corporate transaction (including, but not limited to a merger, reorganization or liquidation) involving the Issuer or any of its subsidiaries; business combinations involving the Issuer or any of its subsidiaries, a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; material asset purchases; the formation of joint ventures with the Issuer or any of its subsidiaries or the entry into other material projects; changes in the present business, operations, strategy, future plans or prospects of the Issuer, financial or governance matters; changes to the Board (including board composition) or management of the Issuer; acting as a participant in debt financings of the Issuer or any of its subsidiaries, changes to the capitalization, ownership structure, dividend policy, business or corporate structure or governance documents of the Issuer; de-listing or de-registration of the Issuer’s securities, or any action similar to those enumerated above.
Such discussions and actions may be preliminary and exploratory in nature, and not rise to the level of a plan or proposal. Subject to the terms and conditions of the documents described herein to which the Reporting Persons are a party, the Reporting Persons or their affiliates may seek to acquire securities of the Issuer, including Class A Common Stock and/or other equity, debt, notes or other financial instruments related to the Issuer or the Class A Common Stock (which may include rights or securities exercisable or convertible into securities of the Issuer),