| | i. | CP Falcon AIV, L.P., a Delaware limited partnership (“AIV”), with respect to the Common Shares (as defined in Item 2(d) below) beneficially owned by it. |
| | | |
| | ii. | CP Falcon AIV Holdings, L.P., a Delaware limited partnership (“AIV Holdings”), with respect to the Common Shares beneficially owned by it. |
| | | |
| | iii. | CCP II Falcon AIV-B, L.P., a Delaware limited partnership (“AIV-B”), with respect to the Common Shares beneficially owned by it. |
| | | |
| | iv. | Centerbridge Associates II, L.P., a Delaware limited partnership (“Associates”), as general partner of AIV, AIV Holdings and AIV-B, with respect to the Common Shares beneficially owned by AIV, AIV Holdings and AIV-B. |
| | | |
| | v. | CCP II Cayman GP Ltd., a Cayman Islands exempt company (“CCP II”), as the general partner of Associates, with respect to the Common Shares beneficially owned by AIV, AIV Holdings and AIV-B. |
| | | |
| | vi. | Centerbridge Capital Partners SBS II, L.P., a Delaware limited partnership (“SBS II”), with respect to the Common Shares beneficially owned by it. |
| | | |
| | vii. | CCP SBS GP, LLC, a Delaware limited liability company (“SBS GP”), as the general partner of SBS II, with respect to the Common Shares beneficially owned by SBS II. |
| | | |
| | viii. | Jeffrey H. Aronson, as a director of CCP II and a managing member of SBS GP, with respect to the Common Shares beneficially owned by AIV, AIV Holdings, AIV-B and SBS II (collectively, the “Centerbridge Funds”). |
| | | |
| | ix. | Mark T. Gallogly, as a director of CCP II and a managing member of SBS GP, with respect to the Common Shares beneficially owned by the Centerbridge Funds. |
| (b) | Address of Principal Business Office, or if none, Residence: The address of the business office of each of the Reporting Persons is 375 Park Avenue, 11th Floor, New York, NY 10152. |
| | |
| (c) | Citizenship: AIV, AIV Holdings, AIV-B, Associates and SBS II are limited partnerships organized under the laws of the State of Delaware. CCP II is an exempt company organized under the laws of the Cayman Islands. SBS GP is a limited liability company organized under the laws of the State of Delaware. Messrs. Aronson and Gallogly are citizens of the United States. |
| | |
| (d) | Title of Class of Securities: Class A common stock, par value $0.01 per share (the “Common Shares”) |
| | |
| (e) | CUSIP Number: 34417P100 |
| | |
ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO §240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: |
| | |
| (a) | [__] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o) |
| (b) | [__] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c) |
| (c) | [__] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c) |
| (d) | [__] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8) |
| (e) | [__] An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E) |
| (f) | [__] An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | [__] A Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| (h) | [__] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813) |
| (i) | [__] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3) |
| (j) | [__] A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
| (k) | [__] Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
| |
ITEM 4. | OWNERSHIP. |
| CP Falcon AIV, L.P. |
| (a) | Amount beneficially owned: 1,662,118 |
| (b) | Percent of class: 3.89%. The percentages used herein and in the rest of this Schedule 13G are calculated based on 42,770,108 Common Shares of the Company outstanding following the completion of the Company's initial public offering (assuming the underwriters exercise the option to acquire additional shares in full), as reported in the Company's prospectus dated July 25, 2018, filed with the Securities and Exchange Commission on July 27, 2018. |
| (c) | Number of shares as to which such person has: |
| | |
| | (i) | Sole power to vote or to direct the vote: 0 |
| | (ii) | Shared power to vote or to direct the vote: 1,662,118 |
| | (iii) | Sole power to dispose or to direct the disposition of: 0 |
| | (iv) | Shared power to dispose or to direct the disposition of: 1,662,118 |
| | | |
| | AIV has the power to dispose of and the power to vote the Common Shares beneficially owned by it, which powers may also be exercised by Associates, its general partner, CCP II, the general partner of Associates, and Messrs. Aronson and Gallogly, the directors of CCP II. By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the Common Shares beneficially owned by AIV. However, none of the foregoing should be construed in and of itself as an admission by Associates, CCP II, Mr. Aronson, Mr. Gallogly or any Reporting Person as to beneficial ownership of the Common Shares owned by another Reporting Person. In addition, each of Associates, CCP II, Mr. Aronson and Mr. Gallogly expressly disclaims beneficial ownership of the Common Shares owned by AIV. |
| | | |
| | | |
| CP Falcon AIV Holdings, L.P. |
| (a) | Amount beneficially owned: 669,143 |
| (b) | Percent of class: 1.56% |
| (c) | Number of shares as to which such person has: |
| | |
| | (i) | Sole power to vote or to direct the vote: 0 |
| | (ii) | Shared power to vote or to direct the vote: 669,143 |
| | (iii) | Sole power to dispose or to direct the disposition of: 0 |
| | (iv) | Shared power to dispose or to direct the disposition of: 669,143 |
| | | |
| | AIV Holdings has the power to dispose of and the power to vote the Common Shares beneficially owned by it, which powers may also be exercised by Associates, its general partner, CCP II, the general partner of Associates, and Messrs. Aronson and Gallogly, the directors of CCP II. By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the Common Shares beneficially owned by AIV Holdings. However, none of the foregoing should be construed in and of itself as an admission by Associates, CCP II, Mr. Aronson, Mr. Gallogly or any Reporting Person as to beneficial ownership of the Common Shares owned by another Reporting Person. In addition, each of Associates, CCP II, Mr. Aronson and Mr. Gallogly expressly disclaims beneficial ownership of the Common Shares owned by AIV Holdings. |
| CCP II Falcon AIV-B, L.P. |
| (a) | Amount beneficially owned: 32,499 |
| (b) | Percent of class: 0.08% |
| (c) | Number of shares as to which such person has: |
| | |
| | (i) | Sole power to vote or to direct the vote: 0 |
| | (ii) | Shared power to vote or to direct the vote: 32,499 |
| | (iii) | Sole power to dispose or to direct the disposition of: 0 |
| | (iv) | Shared power to dispose or to direct the disposition of: 32,499 |
| | | |
| | AIV-B has the power to dispose of and the power to vote the Common Shares beneficially owned by it, which powers may also be exercised by Associates, its general partner, CCP II, the general partner of Associates, and Messrs. Aronson and Gallogly, the directors of CCP II. By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the Common Shares beneficially owned by AIV-B. However, none of the foregoing should be construed in and of itself as an admission by Associates, CCP II, Mr. Aronson, Mr. Gallogly or any Reporting Person as to beneficial ownership of the Common Shares owned by another Reporting Person. In addition, each of Associates, CCP II, Mr. Aronson and Mr. Gallogly expressly disclaims beneficial ownership of the Common Shares owned by AIV-B. |
| | | |
| | | |
| Centerbridge Associates II, L.P. |
| (a) | Amount beneficially owned: 2,363,760 |
| (b) | Percent of class: 5.53% |
| (c) | Number of shares as to which such person has: |
| | |
| | (i) | Sole power to vote or to direct the vote: 0 |
| | (ii) | Shared power to vote or to direct the vote: 2,363,760 |
| | (iii) | Sole power to dispose or to direct the disposition of: 0 |
| | (iv) | Shared power to dispose or to direct the disposition of: 2,363,760 |
| | | |
| | | |
| | Associates does not directly own any of the Common Shares. Associates, as the general partner of AIV, AIV Holdings and AIV-B, has the power to dispose of and the power to vote the Common Shares beneficially owned by AIV, AIV Holdings and AIV-B, which powers may also be exercised by CCP II, the general partner of Associates, and Messrs. Aronson and Gallogly, the directors of CCP II. By reason of the provisions of Rule 13d-3 of the Act, Associates may be deemed to beneficially own the Common Shares beneficially owned by AIV, AIV Holdings and AIV-B. However, none of the foregoing should be construed in and of itself as an admission by Associates, CCP II, Mr. Aronson, Mr. Gallogly or any Reporting Person as to beneficial ownership of the Common Shares owned by another Reporting Person. In addition, each of Associates, CCP II, Mr. Aronson and Mr. Gallogly expressly disclaims beneficial ownership of the Common Shares owned by AIV, AIV Holdings and AIV-B. |
| | | |
| | | |
| CCP II Cayman GP Ltd. |
| (a) | Amount beneficially owned: 2,363,760 |
| (b) | Percent of class: 5.53% |
| (c) | Number of shares as to which such person has: |
| | |
| | (i) | Sole power to vote or to direct the vote: 0 |
| | (ii) | Shared power to vote or to direct the vote: 2,363,760 |
| | (iii) | Sole power to dispose or to direct the disposition of: 0 |
| | (iv) | Shared power to dispose or to direct the disposition of: 2,363,760 |
| | CCP II does not directly own any of the Common Shares. CCP II, as the general partner of Associates, which is the general partner of AIV, AIV Holdings and AIV-B, has the power to dispose of and the power to vote the Common Shares beneficially owned by AIV, AIV Holdings and AIV-B, which powers may also be exercised by Messrs. Aronson and Gallogly, the directors of CCP II. By reason of the provisions of Rule 13d-3 of the Act, CCP II may be deemed to beneficially own the Common Shares beneficially owned by AIV, AIV Holdings and AIV-B. However, none of the foregoing should be construed in and of itself as an admission by CCP II, Mr. Aronson, Mr. Gallogly or any Reporting Person as to beneficial ownership of the Common Shares owned by another Reporting Person. In addition, each of CCP II, Associates, Mr. Aronson and Mr. Gallogly expressly disclaims beneficial ownership of the Common Shares owned by AIV, AIV Holdings and AIV-B. |
| | | |
| | |
| Centerbridge Capital Partners SBS II, L.P. |
| (a) | Amount beneficially owned: 17,192 |
| (b) | Percent of class: 0.04% |
| (c) | Number of shares as to which such person has: |
| | |
| | (i) | Sole power to vote or to direct the vote: 0 |
| | (ii) | Shared power to vote or to direct the vote: 17,192 |
| | (iii) | Sole power to dispose or to direct the disposition of: 0 |
| | (iv) | Shared power to dispose or to direct the disposition of: 17,192 |
| | | |
| | SBS II has the power to dispose of and the power to vote the Common Shares beneficially owned by it, which powers may also be exercised by SBS GP, its general partner, and Messrs. Aronson and Gallogly, the managing members of SBS GP. By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the Common Shares beneficially owned by SBS II. However, none of the foregoing should be construed in and of itself as an admission by SBS GP, Mr. Aronson, Mr. Gallogly or any Reporting Person as to beneficial ownership of the Common Shares owned by another Reporting Person. In addition, each of SBS GP, Mr. Aronson and Mr. Gallogly expressly disclaims beneficial ownership of the Common Shares owned by SBS II. |
| | | |
| | | |
| CCP SBS GP, LLC |
| (a) | Amount beneficially owned: 17,192 |
| (b) | Percent of class: 0.04% |
| (c) | Number of shares as to which such person has: |
| | |
| | (i) | Sole power to vote or to direct the vote: 0 |
| | (ii) | Shared power to vote or to direct the vote: 17,192 |
| | (iii) | Sole power to dispose or to direct the disposition of: 0 |
| | (iv) | Shared power to dispose or to direct the disposition of: 17,192 |
| | | |
| | SBS GP does not directly own any of the Common Shares. SBS GP, as the general partner of SBS II, has the power to dispose of and the power to vote the Common Shares beneficially owned by SBS II, which powers may also be exercised by Messrs. Aronson and Gallogly, the managing members of SBS GP. By reason of the provisions of Rule 13d-3 of the Act, SBS GP may be deemed to beneficially own the Common Shares beneficially owned by SBS II. However, none of the foregoing should be construed in and of itself as an admission by SBS GP, Mr. Aronson, Mr. Gallogly or any Reporting Person as to beneficial ownership of the Common Shares owned by another Reporting Person. In addition, each of SBS GP, Mr. Aronson and Mr. Gallogly expressly disclaims beneficial ownership of the Common Shares owned by SBS II. |
| Jeffrey H. Aronson |
| (a) | Amount beneficially owned: 2,380,952 |
| (b) | Percent of class: 5.57% |
| (c) | Number of shares as to which such person has: |
| | |
| | (i) | Sole power to vote or to direct the vote: 0 |
| | (ii) | Shared power to vote or to direct the vote: 2,380,952 |
| | (iii) | Sole power to dispose or to direct the disposition of: 0 |
| | (iv) | Shared power to dispose or to direct the disposition of: 2,380,952 |
| | | |
| | Mr. Aronson and Mr. Gallogly, as directors of CCP II and managing members of SBS GP, share the power to dispose of and the power to vote, the Common Shares beneficially owned by the Centerbridge Funds. Neither Mr. Aronson nor Mr. Gallogly directly owns any of the Common Shares. By reason of the provisions of Rule 13d-3 of the Act, Mr. Aronson and Mr. Gallogly may be deemed to beneficially own the Common Shares beneficially owned by the Centerbridge Funds. However, none of the foregoing should be construed in and of itself as an admission by Mr. Aronson, Mr. Gallogly or any Reporting Person as to beneficial ownership of the Common Shares owned by another Reporting Person. In addition, each of Mr. Aronson and Mr. Gallogly expressly disclaims beneficial ownership of the Common Shares owned by the Centerbridge Funds. |
| | | |
| Mark T. Gallogly |
| (a) | Amount beneficially owned: 2,380,952 |
| (b) | Percent of class: 5.57% |
| (c) | Number of shares as to which such person has: |
| | |
| | (i) | Sole power to vote or to direct the vote: 0 |
| | (ii) | Shared power to vote or to direct the vote: 2,380,952 |
| | (iii) | Sole power to dispose or to direct the disposition of: 0 |
| | (iv) | Shared power to dispose or to direct the disposition of: 2,380,952 |
| | | |
| | | |
| | Mr. Aronson and Mr. Gallogly, as directors of CCP II and managing members of SBS GP, share the power to dispose of and the power to vote, the Common Shares beneficially owned by the Centerbridge Funds. Neither Mr. Aronson nor Mr. Gallogly directly owns any of the Common Shares. By reason of the provisions of Rule 13d-3 of the Act, Mr. Aronson and Mr. Gallogly may be deemed to beneficially own the Common Shares beneficially owned by the Centerbridge Funds. However, none of the foregoing should be construed in and of itself as an admission by Mr. Aronson, Mr. Gallogly or any Reporting Person as to beneficial ownership of the Common Shares owned by another Reporting Person. In addition, each of Mr. Aronson and Mr. Gallogly expressly disclaims beneficial ownership of the Common Shares owned by the Centerbridge Funds. |
| | | |
| | | |
| Pursuant to Rule 13d-4 of the Act, the Reporting Persons declare that filing this Statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act, the beneficial owner of any securities covered by this Schedule 13G except to the extent of such person's pecuniary interest in the Common Shares, and except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person. |
|
ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. |
| |
| Not Applicable. |