Amended Statement of Ownership (sc 13g/a)
15 2월 2014 - 1:27AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Beazer Homes
USA Inc.
(Name of Issuer)
Common Stock,
$0.001 par value
(Title of Class of Securities)
07556Q881
(CUSIP Number)
December 31, 2013
(Date of Event which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x
Rule 13d-1(b)
¨
Rule 13d-1(c)
¨
Rule 13d-1(d)
*
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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 the disclosures provided in a prior cover page.
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The
information required in the remainder of this cover page shall not be deemed to be filed for purposes 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)
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CUSIP No. 07556Q881
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13G
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Page
2
of 17 Pages
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1.
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Name of Reporting Persons:
GSO Capital Partners LP
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2.
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Check the Appropriate Box if a
Member of a Group (see instructions)
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization:
State of
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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Sole Voting Power:
1,513,968*
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6.
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Shared Voting Power:
-0-
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7.
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Sole Dispositive Power:
1,513,968*
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8.
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Shared Dispositive Power:
-0-
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
1,513,968*
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10.
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Check Box if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions)
¨
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11.
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Percent of Class Represented by
Amount in Row (9):
6.0%*
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12.
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Type of Reporting Person (See
Instructions):
IA; PN
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CUSIP No. 07556Q881
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13G
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Page
3
of 17 Pages
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1.
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Name of Reporting Persons:
Bennett J. Goodman
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2.
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Check the Appropriate Box if a
Member of a Group (see instructions)
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization:
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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Sole Voting Power:
-0-
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6.
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Shared Voting Power:
1,513,968*
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7.
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Sole Dispositive Power:
-0-
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8.
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Shared Dispositive Power:
1,513,968*
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
1,513,968*
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10.
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Check Box if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions)
¨
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11.
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Percent of Class Represented by
Amount in Row (9):
6.0%*
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12.
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Type of Reporting Person (See
Instructions):
IN
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CUSIP No. 07556Q881
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13G
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Page
4
of 17 Pages
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1.
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Name of Reporting Persons:
J. Albert Smith III
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2.
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Check the Appropriate Box if a
Member of a Group (see instructions)
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization:
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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Sole Voting Power:
-0-
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6.
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Shared Voting Power:
1,513,968*
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7.
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Sole Dispositive Power:
-0-
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8.
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Shared Dispositive Power:
1,513,968*
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
1,513,968*
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10.
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Check Box if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions)
¨
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11.
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Percent of Class Represented by
Amount in Row (9):
6.0%*
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12.
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Type of Reporting Person (See
Instructions):
IN
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CUSIP No. 07556Q881
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13G
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Page
5
of 17 Pages
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1.
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Name of Reporting Persons:
Douglas I. Ostrover
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2.
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Check the Appropriate Box if a
Member of a Group (see instructions)
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization:
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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Sole Voting Power:
-0-
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6.
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Shared Voting Power:
1,513,968*
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7.
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Sole Dispositive Power:
-0-
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8.
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Shared Dispositive Power:
1,513,968*
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
1,513,968*
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10.
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Check Box if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions)
¨
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11.
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Percent of Class Represented by
Amount in Row (9):
6.0%*
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12.
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Type of Reporting Person (See
Instructions):
IN
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CUSIP No. 07556Q881
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13G
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Page
6
of 17 Pages
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1.
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Name of Reporting Persons:
GSO Advisor Holdings LLC
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2.
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Check the Appropriate Box if a
Member of a Group (see instructions)
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization:
State of
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
|
|
Sole Voting Power:
1,513,968*
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6.
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Shared Voting Power:
-0-
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7.
|
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Sole Dispositive Power:
1,513,968*
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8.
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Shared Dispositive Power:
-0-
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
1,513,968*
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10.
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Check Box if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions)
¨
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11.
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Percent of Class Represented by
Amount in Row (9):
6.0%*
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12.
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Type of Reporting Person (See
Instructions):
OO
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CUSIP No. 07556Q881
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13G
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Page
7
of 17 Pages
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1.
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Name of Reporting Persons:
Blackstone Holdings I L.P.
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2.
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Check the Appropriate Box if a
Member of a Group (see instructions)
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization:
State of
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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|
5.
|
|
Sole Voting Power:
1,513,968*
|
|
6.
|
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Shared Voting Power:
-0-
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7.
|
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Sole Dispositive Power:
1,513,968*
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8.
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Shared Dispositive Power:
-0-
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
1,513,968*
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10.
|
|
Check Box if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions)
¨
|
11.
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Percent of Class Represented by
Amount in Row (9):
6.0%*
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12.
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Type of Reporting Person (See
Instructions):
PN
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CUSIP No. 07556Q881
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13G
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Page
8
of 17 Pages
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1.
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Name of Reporting Persons:
Blackstone Holdings I/II GP Inc.
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2.
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Check the Appropriate Box if a
Member of a Group (see instructions)
(a)
¨
(b)
x
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3.
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SEC Use Only
|
4.
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Citizenship or Place of
Organization:
State of
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
|
Sole Voting Power:
1,513,968*
|
|
6.
|
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Shared Voting Power:
-0-
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7.
|
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Sole Dispositive Power:
1,513,968*
|
|
8.
|
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Shared Dispositive Power:
-0-
|
9.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
1,513,968*
|
10.
|
|
Check Box if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions)
¨
|
11.
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Percent of Class Represented by
Amount in Row (9):
6.0%*
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12.
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Type of Reporting Person (See
Instructions):
CO
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CUSIP No. 07556Q881
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13G
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Page
9
of 17 Pages
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1.
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Name of Reporting Persons:
The Blackstone Group L.P.
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2.
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Check the Appropriate Box if a
Member of a Group (see instructions)
(a)
¨
(b)
x
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3.
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SEC Use Only
|
4.
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Citizenship or Place of
Organization:
State of
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
|
Sole Voting Power:
1,513,968*
|
|
6.
|
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Shared Voting Power:
-0-
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7.
|
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Sole Dispositive Power:
1,513,968*
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8.
|
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Shared Dispositive Power:
-0-
|
9.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
1,513,968*
|
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):
6.0%*
|
12.
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Type of Reporting Person (See
Instructions):
PN
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CUSIP No. 07556Q881
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13G
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Page
10
of 17 Pages
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1.
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Name of Reporting Persons:
Blackstone Group Management L.L.C.
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2.
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Check the Appropriate Box if a
Member of a Group (see instructions)
(a)
¨
(b)
x
|
3.
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SEC Use Only
|
4.
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Citizenship or Place of
Organization:
State of
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
|
Sole Voting Power:
1,513,968*
|
|
6.
|
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Shared Voting Power:
-0-
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7.
|
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Sole Dispositive Power:
1,513,968*
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8.
|
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Shared Dispositive Power:
-0-
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9.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
1,513,968*
|
10.
|
|
Check Box if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions)
¨
|
11.
|
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Percent of Class Represented by
Amount in Row (9):
6.0%*
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12.
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Type of Reporting Person (See
Instructions):
OO
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CUSIP No. 07556Q881
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13G
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Page
11
of 17 Pages
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1.
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Name of Reporting Persons:
Stephen A. Schwarzman
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2.
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Check the Appropriate Box if a
Member of a Group (see instructions)
(a)
¨
(b)
x
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3.
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SEC Use Only
|
4.
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Citizenship or Place of
Organization:
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
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Sole Voting Power:
1,513,968*
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6.
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Shared Voting Power:
-0-
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7.
|
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Sole Dispositive Power:
1,513,968*
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|
8.
|
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Shared Dispositive Power:
-0-
|
9.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
1,513,968*
|
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):
6.0%*
|
12.
|
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Type of Reporting Person (See
Instructions):
IN
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CUSIP No. 07556Q881
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13G
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Page
12
of 17 Pages
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Item 1.
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(a).
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Name of Issuer
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Beazer Homes USA, Inc. (the Company)
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(b).
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Address of Issuers Principal Executive Offices:
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1000 Abernathy Road, Suite 260,
Atlanta, GA 30328
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Item 2
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(a).
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Name of Person Filing
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Item 2
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(b).
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Address of Principal Business Office
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Item 2
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(c).
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Citizenship
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GSO CAPITAL PARTNERS LP
c/o GSO Capital Partners LP
345 Park Avenue
New York, NY 10154
Citizenship: State of
Delaware
BENNETT J. GOODMAN
c/o GSO Capital Partners LP
345 Park
Avenue
New York, NY 10154
Citizenship: United States
J. ALBERT SMITH III
c/o GSO Capital Partners LP
345 Park Avenue
New York, NY 10154
Citizenship: United States
DOUGLAS I. OSTROVER
c/o GSO Capital Partners LP
345 Park Avenue
New York, NY 10154
Citizenship: United States
GSO ADVISOR HOLDINGS LLC
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
BLACKSTONE HOLDINGS I L.P.
c/o The Blackstone
Group L.P.
345 Park Avenue
New York,
NY 10154
Citizenship: State of Delaware
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BLACKSTONE HOLDINGS I/II GP INC.
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of
Delaware
THE BLACKSTONE GROUP L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
BLACKSTONE GROUP MANAGEMENT L.L.C.
c/o The
Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of
Delaware
STEPHEN A. SCHWARZMAN
c/o The Blackstone Group L.P.
345 Park
Avenue
New York, NY 10154
Citizenship: United States
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CUSIP No. 07556Q881
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13G
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Page
13
of 17 Pages
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The foregoing persons are hereinafter sometimes collectively referred to as the Reporting
Persons. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
As of the date hereof, GSO Special Situations Fund LP directly
holds 723,166 shares of Common Stock and GSO Special Situations Overseas Master Fund Ltd. directly holds 790,802 shares of Common Stock. As of December 31, 2013, GSO Special Situations Fund LP directly held 759,683 shares of Common Stock and GSO
Special Situations Overseas Master Fund Ltd. directly held 830,562 shares of Common Stock. GSO Capital Partners LP is the investment manager of each of GSO Special Situations Fund LP and GSO Special Situations Overseas Master Fund Ltd. In addition,
each of Bennett J. Goodman, J. Albert Smith III and Douglas I. Ostrover may have shared voting and dispositive power with respect to the Reported Shares (as defined below). GSO Advisor Holdings LLC is the general partner of GSO Capital Partners LP.
Blackstone Holdings I L.P. is the sole member of GSO Advisor Holdings LLC. Blackstone Holdings I/II GP Inc. is the general partner of Blackstone Holdings I L.P. The Blackstone Group L.P. is the controlling shareholder of Blackstone Holdings I/II GP
Inc. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is controlled by Mr. Schwarzman, one of its founders.
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Item 2
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(d).
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Title of Class of Securities:
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Common Stock, $0.001 par value (the Common Stock)
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Item 2
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(e).
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CUSIP Number:
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07556Q881
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Item 3.
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If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is
a:
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CUSIP No. 07556Q881
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13G
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Page
14
of 17 Pages
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(a)
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¨
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Broker or dealer registered under Section 15 of the Act,
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(b)
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¨
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Bank as defined in Section 3(a)(6) of the Act,
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(c)
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¨
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Insurance Company as defined in Section 3(a)(19) of the Act,
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(d)
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¨
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Investment Company registered under Section 8 of the Investment Company Act of 1940,
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(e)
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x
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Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E),
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(f)
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¨
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Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F),
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(g)
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x
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Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),
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(h)
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¨
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Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
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(i)
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¨
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Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,
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(j)
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¨
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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Item 4.
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Ownership.
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(a)
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Amount beneficially owned:
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As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of the (i) 723,166 shares of Common Stock
held by GSO Special Situations Fund LP and the (ii) 723,166 shares of Common Stock held by GSO Special Situations Overseas Master Fund Ltd. As of December 31, 2013, each of
the Reporting Persons may have been deemed to be the beneficial owner
of the (i) 759,683 shares of Common Stock held by GSO Special Situations Fund LP and the (ii) 830,562 shares of Common Stock held by GSO Special Situations Overseas Master Fund Ltd.
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(b)
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Percent of class:
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The Companys Quarterly Report on Form 10-Q for the period ended December 31, 2013, as filed with the Securities Exchange
Commission on January 31, 2014 indicated that, as of January 29, 2014, there were 25,359,450 shares of Common Stock outstanding. Based on this number of outstanding shares of Common Stock, as of the date hereof, each of the Reporting Persons may be
deemed to be the beneficial owner of approximately 6.0% of the total number of outstanding shares of Common Stock and, as of December 31, 2013, each of the Reporting Persons may have been deemed to beneficially own 6.3% of the total number of
outstanding shares of Common Stock.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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See Item 5 of each cover page.
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(ii)
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Shared power to vote or to direct the vote
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See Item 6 of each cover page.
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(iii)
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Sole power to dispose or to direct the disposition of
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See Item 7 of each cover page.
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(iv)
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Shared power to dispose or to direct the disposition of
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See Item 8 of each cover page.
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CUSIP No. 07556Q881
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13G
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Page
15
of 17 Pages
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Item 5.
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Ownership of Five Percent or Less of a Class
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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:
¨
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not Applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
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Item 10.
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Certification.
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Each of the Reporting Persons hereby makes the following certification:
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By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a11.
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CUSIP No. 07556Q881
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13G
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Page
16
of 17 Pages
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
DATED: February 14, 2014
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GSO CAPITAL PARTNERS LP
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By:
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/s/ Marisa Beeney
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Name:
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Marisa Beeney
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Title:
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Authorized Signatory
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BENNETT J. GOODMAN
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By:
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/s/ Marisa Beeney
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Name:
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Marisa Beeney
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Title:
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Attorney-in-Fact
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J. ALBERT SMITH III
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By:
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/s/ Marisa Beeney
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Name:
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Marisa Beeney
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Title:
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Attorney-in-Fact
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DOUGLAS I. OSTROVER
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By:
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/s/ Marisa Beeney
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Name:
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Marisa Beeney
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Title:
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Attorney-in-Fact
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GSO ADVISOR HOLDINGS LLC
By: Blackstone Holdings I L.P., its sole member
By: Blackstone Holdings I/II GP Inc., its general partner
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By:
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/s/ John G. Finley
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Name:
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John G. Finley
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Title:
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Chief Legal Officer
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BLACKSTONE HOLDINGS I L.P.
By: Blackstone Holdings I/II GP Inc., its general partner
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By:
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/s/ John G. Finley
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Name:
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John G. Finley
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Title:
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Chief Legal Officer
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CUSIP No. 07556Q881
|
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13G
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Page
17
of 17 Pages
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BLACKSTONE HOLDINGS I/II GP INC.
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By:
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/s/ John G. Finley
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Name:
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John G. Finley
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Title:
|
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Chief Legal Officer
|
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THE BLACKSTONE GROUP L.P.
By: Blackstone Group Management L.L.C., its general partner
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By:
|
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/s/ John G. Finley
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Name:
|
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John G. Finley
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Title:
|
|
Chief Legal Officer
|
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BLACKSTONE GROUP MANAGEMENT L.L.C.
|
|
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By:
|
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/s/ John G. Finley
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Name:
|
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John G. Finley
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Title:
|
|
Chief Legal Officer
|
|
STEPHEN A. SCHWARZMAN
|
|
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By:
|
|
/s/ Stephen A. Schwarzman
|
Name:
|
|
Stephen A. Schwarzman
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Beazer Homes USA (NYSE:BZH)
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