Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
FirstEnergy Corp.
(Name of Issuer)
Common Stock, par value $0.10
(Title of Class of Securities)
337932107
(CUSIP Number)
John G. Finley
Blackstone Inc.
345 Park Avenue
New York, New York 10154
Tel: (212) 583-5000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 17, 2022
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose 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).
| CUSIP No. 337932107 | 13D | Page 1 of 5 pages |
Explanatory Note
This Amendment No. 1 amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on December 23, 2021 (as amended, the “Schedule 13D”) with respect to the common stock, par value $0.10 per share (“Common Stock”) of FirstEnergy Corp. (the “Issuer”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Schedule 13D.
This Amendment No. 1 is being filed on behalf of each of the following, hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons”:
| (i) | BIP Securities II-B L.P., which is a Delaware limited partnership (“BIP Securities”); |
| (ii) | BIP Holdings Manager L.L.C., which is a Delaware limited liability company; |
| (iii) | Blackstone Infrastructure Associates L.P., which is a Delaware limited partnership; |
| (iv) | BIA GP L.P., which is a Delaware limited partnership; |
| (v) | BIA GP L.L.C., which is a Delaware limited liability company; |
| (vi) | Blackstone Holdings III L.P., a Québec société en commandite; |
| (vii) | Blackstone Holdings III GP L.P., a Delaware limited partnership; |
| (viii) | Blackstone Holdings III GP Management L.L.C., a Delaware limited liability company; |
| (ix) | Blackstone Inc., a Delaware corporation; |
| (x) | Blackstone Group Management L.L.C., a Delaware limited liability company; and |
| (xi) | Stephen A. Schwarzman, who is a United States citizen. |
| Item 2. | Identity and Background |
Item 2 of the Schedule 13D is hereby amended by incorporating herein by reference the information set forth on the updated Schedule I attached to this Amendment No. 1.
| CUSIP No. 337932107 | 13D | Page 2 of 5 pages |
| Item 4. | Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended by inserting the following information at the end of Item 4:
On May 17, 2022, Sean Klimczak, Senior Managing Director and Global Head of Infrastructure of Blackstone Inc., was elected to serve as a director of the Issuer at the Issuer’s 2022 annual meeting of shareholders. Mr. Klimczak was nominated to serve as a director pursuant to the previously disclosed common stock purchase agreement, dated as of November 6, 2021 (the “SPA”) among the Issuer and BIP Securities, which provides, among other things, that for so long as BIP Securities beneficially owns at least 75% of the shares of Common Stock purchased pursuant to the SPA, BIP Securities will have the right to nominate one natural person for election to the board of directors of the Issuer.
| CUSIP No. 337932107 | 13D | Page 3 of 5 pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: May 19, 2022
| BIP Securities II-B L.P. | ||
| By: | BIP Holdings Manager L.L.C., its general partner | |
| By: | /s/ Christopher Placca | |
| Name: | Christopher Placca | |
| Title: | Managing Director | |
| BIP Holdings Manager L.L.C. | ||
| By: | /s/ Christopher Placca | |
| Name: | Christopher Placca | |
| Title: | Managing Director | |
| Blackstone Infrastructure Associates L.P. | ||
| By: | BIA GP L.P., its general partner | |
| By: | BIA GP L.L.C., its general partner | |
| By: | /s/ Christopher Placca | |
| Name: | Christopher Placca | |
| Title: | Managing Director | |
| BIA GP L.P. | ||
| By: | BIA GP L.L.C., its general partner | |
| By: | /s/ Christopher Placca | |
| Name: | Christopher Placca | |
| Title: | Managing Director | |
| CUSIP No. 337932107 | 13D | Page 4 of 5 pages |
| BIA GP L.L.C. | ||
| By: | /s/ Christopher Placca | |
| Name: | Christopher Placca | |
| Title: | Managing Director | |
| BLACKSTONE HOLDINGS III L.P. | ||
| By: Blackstone Holdings III GP L.P., its general partner | ||
| By: Blackstone Holdings III GP Management L.L.C., its general partner | ||
| By: | /s/ Tabea Hsi | |
| Name: Tabea Hsi | ||
| Title: Senior Managing Director | ||
| BLACKSTONE HOLDINGS III GP L.P. | ||
| By: Blackstone Holdings III GP Management L.L.C., its general partner | ||
| By: | /s/ Tabea Hsi | |
| Name: Tabea Hsi | ||
| Title: Senior Managing Director | ||
| BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C. | ||
| By: | /s/ Tabea Hsi | |
| Name: Tabea Hsi | ||
| Title: Senior Managing Director | ||
| BLACKSTONE INC. | ||
| By: | /s/ Tabea Hsi | |
| Name: Tabea Hsi | ||
| Title: Senior Managing Director | ||
| CUSIP No. 337932107 | 13D | Page 5 of 5 pages |
| BLACKSTONE GROUP MANAGEMENT L.L.C. | ||
| By: | /s/ Tabea Hsi | |
| Name: Tabea Hsi | ||
| Title: Senior Managing Director | ||
| /s/ Stephen A. Schwarzman | ||
| Stephen A. Schwarzman | ||
SCHEDULE I
Executive Officers and Directors of Blackstone Inc.
The name and principal occupation of each director and executive officer of Blackstone Inc. are set forth below. The address for each person listed below is c/o Blackstone Inc., 345 Park Avenue, New York, New York 10154. All executive officers and directors listed are United States citizens other than The Right Honourable Brian Mulroney, who is a citizen of Canada, and Sir John Antony Hood, who is a citizen of New Zealand.
OFFICERS:
| Name |
Present Principal Occupation or Employment | |
| Stephen A. Schwarzman | Founder, Chairman and Chief Executive Officer of Blackstone Inc. | |
| Jonathan D. Gray | President, Chief Operating Officer of Blackstone Inc. | |
| Michael S. Chae | Chief Financial Officer of Blackstone Inc. | |
| John G. Finley | Chief Legal Officer of Blackstone Inc. | |
DIRECTORS:
| Name | Present Principal Occupation or Employment | |
| Stephen A. Schwarzman | Founder, Chairman and Chief Executive Officer of Blackstone Inc. | |
| Jonathan D. Gray | President, Chief Operating Officer of Blackstone Inc. | |
| Kelly A. Ayotte | Former United States Senator from New Hampshire | |
| Joseph P. Baratta | Global Head of Private Equity at Blackstone Inc. | |
| James W. Breyer | Founder and Chief Executive Officer of Breyer Capital | |
| Reginald J. Brown | Partner for the law firm, Kirkland & Ellis | |
| Sir John Antony Hood | Former President and Chief Executive Officer of the Robertson Foundation and Former Chair of the Rhodes Trust | |
| Rochelle B. Lazarus | Chairman Emeritus & Former Chief Executive Officer, Ogilvy & Mather Worldwide | |
| Jay O. Light | Dean Emeritus, Harvard Business School | |
| The Right Honourable Brian Mulroney | Senior Partner for the Montreal law firm, Norton Rose Fulbright Canada LLP | |
| William G. Parrett | Retired CEO of Deloitte Touche Tohmatsu and retired Senior Partner of Deloitte (USA) | |
| Ruth Porat | Chief Financial Officer of Alphabet Inc. and Google Inc. | |