Sec Form 13D Filing - Blackstone Holdings III L.P. @ Finance of America Companies Inc.

Sec Form 13D Filing - Blackstone Holdings III L.P. filing for Finance of America Companies Inc. (FOA) - 2022-08-10

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. 3)*

FINANCE OF AMERICA COMPANIES INC.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

31738L107

(CUSIP Number)

John G. Finley

Blackstone Inc.

345 Park Avenue

New York, New York 10154

Tel: (212) 583-5000

with a copy to:

Joshua Ford Bonnie

William R. Golden III

Simpson Thacher & Bartlett LLP

900 G Street, N.W.

Washington, D.C. 20001

Tel: (202) 636-5500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 8, 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 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, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

CUSIP NO. 31738L107


1.		Names of Reporting Persons. BTO Urban Holdings L.L.C.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

CUSIP NO. 31738L107


1.		Names of Reporting Persons. Blackstone Tactical Opportunities Fund – NQ L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

CUSIP NO. 31738L107


1.		Names of Reporting Persons. Blackstone Tactical Opportunities Fund II – NQ L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

CUSIP NO. 31738L107


1.		Names of Reporting Persons. Blackstone Tactical Opportunities Fund – A (RA) – NQ L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

CUSIP NO. 31738L107


1.		Names of Reporting Persons. Blackstone Tactical Opportunities Fund – I – NQ L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

CUSIP NO. 31738L107


1.		Names of Reporting Persons. Blackstone Tactical Opportunities Fund – S – NQ L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

CUSIP NO. 31738L107


1.		Names of Reporting Persons. Blackstone Tactical Opportunities Fund – C – NQ L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

CUSIP NO. 31738L107


1.		Names of Reporting Persons. Blackstone Tactical Opportunities Fund – L – NQ L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

CUSIP NO. 31738L107


1.		Names of Reporting Persons. Blackstone Tactical Opportunities Fund – O – NQ L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

CUSIP NO. 31738L107


1.		Names of Reporting Persons. Blackstone Tactical Opportunities Fund – N – NQ L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

CUSIP NO. 31738L107


1.		Names of Reporting Persons. Blackstone Tactical Opportunities Fund – U – NQ L.L.C.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

CUSIP NO. 31738L107


1.		Names of Reporting Persons. Blackstone Tactical Opportunities Fund II – C – NQ L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

CUSIP NO. 31738L107


1.		Names of Reporting Persons. Blackstone Tactical Opportunities Fund – T – NQ L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

CUSIP NO. 31738L107


1.		Names of Reporting Persons. BTAS NQ Holdings L.L.C.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

CUSIP NO. 31738L107


1.		Names of Reporting Persons. Blackstone Family Tactical Opportunities Investment Partnership SMD L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

CUSIP NO. 31738L107


1.		Names of Reporting Persons. Blackstone Tactical Opportunities Associates – NQ L.L.C.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

CUSIP NO. 31738L107


1.		Names of Reporting Persons. BTOA – NQ L.L.C.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

CUSIP NO. 31738L107


1.		Names of Reporting Persons. Blackstone Holdings II L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 0; ☐
6.		Citizenship or Place of Organization Delaware

CUSIP NO. 31738L107


1.		Names of Reporting Persons. BTAS Associates – NQ L.L.C.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

CUSIP NO. 31738L107


1.		Names of Reporting Persons. Blackstone Family GP L.L.C.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

CUSIP NO. 31738L107


1.		Names of Reporting Persons. Blackstone Family Tactical Opportunities Investment Partnership NQ – ESC L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

CUSIP NO. 31738L107


1.		Names of Reporting Persons. BTO-NQ Side-by-Side GP L.L.C.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

CUSIP NO. 31738L107


1.		Names of Reporting Persons. BTO Urban Holdings II L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

CUSIP NO. 31738L107


1.		Names of Reporting Persons. Blackstone Tactical Opportunities Associates L.L.C.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

CUSIP NO. 31738L107


1.		Names of Reporting Persons. BTOA L.L.C.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

CUSIP NO. 31738L107


1.		Names of Reporting Persons. Blackstone Holdings III L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Quebec, Canada

CUSIP NO. 31738L107


1.		Names of Reporting Persons. Blackstone Holdings III GP L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

CUSIP NO. 31738L107


1.		Names of Reporting Persons. Blackstone Holdings III GP Management L.L.C.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

CUSIP NO. 31738L107


1.		Names of Reporting Persons. Blackstone Holdings I/II GP L.L.C.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

CUSIP NO. 31738L107


1.		Names of Reporting Persons. Blackstone Inc.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

CUSIP NO. 31738L107


1.		Names of Reporting Persons. Blackstone Group Management L.L.C.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

CUSIP NO. 31738L107


1.		Names of Reporting Persons. Stephen A. Schwarzman
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization United States

This Amendment No. 3 (“Amendment No. 3”) to Schedule 13D relates to the Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of Finance of America Companies Inc., a Delaware corporation (the “Issuer”), and amends and supplements the initial statement on Schedule 13D filed on August 26, 2021 as amended by the Amendment No. 1 to the Schedule 13D filed on October 1, 2021, as amended by Amendment No. 2 to the Schedule 13D (“Amendment No. 2”) filed on April 5, 2022 (as so amended, the “Schedule 13D”). Except as specifically amended by this Amendment No. 3, the Schedule 13D remains in full force and effect. The principal executive offices of the Issuer are located at 5830 Granite Parkway, Suite 400, Plano, Texas 75024. Capitalized terms used but not defined in this Amendment No. 3 shall have the same meanings ascribed to them in the Schedule 13D.

Item 5.

Interest in Securities of the Issuer

Item 5(a)-(c) of the Schedule 13D is hereby amended and restated as follows:

(a) and (b) Calculations of the percentage of the shares of Class A Common Stock beneficially owned is based on 62,642,931 shares of Class A Common Stock outstanding as of August 5, 2022 as set forth in the Issuer’s Quarterly Report on Form 10-Q filed by the Issuer on August 9, 2022, and takes into account any shares of Class A Common Stock underlying FoA Units held by each of the Reporting Persons, as applicable.

The aggregate number and percentage of the Class A Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.

The Reporting Persons beneficially own an aggregate of 71,615,431 shares of Class A Common Stock, which represents 63.6% of the outstanding Class A Common Stock, as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), based on the following: BTO Urban Holdings L.L.C. beneficially owns 49,614,214 shares of Class A Common Stock which would be received upon conversion of 49,614,214 FoA Units, Blackstone Family Tactical Opportunities Investment Partnership NQ – ESC L.P. beneficially owns 284,812 shares of Class A Common Stock which would be received upon conversion of 284,812 FoA Units and BTO Urban Holdings II L.P. holds 21,716,405 shares of Class A Common Stock.

BTO Urban Holdings L.L.C. also holds 5,942,476 Earnout Rights, Blackstone Family Tactical Opportunities Investment Partnership NQ – ESC L.P. also holds 34,112 Earnout Rights and BTO Urban Holdings II L.P. also holds 363,004 Earnout Rights.

BTO Urban Holdings L.L.C. is owned by the Blackstone Tactical Opportunities Funds, BTAS NQ Holdings L.L.C. and Blackstone Family Tactical Opportunities Investment Partnership SMD L.P.

The general partner of each of the Blackstone Tactical Opportunities Funds is Blackstone Tactical Opportunities Associates – NQ L.L.C. The sole member of Blackstone Tactical Opportunities Associates – NQ L.L.C. is BTOA – NQ L.L.C. The managing member of BTOA – NQ LLC is Blackstone Holdings II L.P. The managing member of BTAS NQ Holdings L.L.C. is BTAS Associates – NQ L.L.C. The managing member of BTAS Associates – NQ L.L.C. is Blackstone Holdings II L.P.

The general partner of Blackstone Family Tactical Opportunities Investment Partnership SMD L.P. is Blackstone Family GP L.L.C. Blackstone Family GP L.L.C. is wholly owned by Blackstone’s senior managing directors and controlled by its founder, Mr. Schwarzman.

The general partner of Blackstone Family Tactical Opportunities Investment Partnership NQ – ESC L.P. is BTO-NQ Side-by-Side GP L.L.C. The sole member of BTO-NQ Side-by-Side GP L.L.C. is Blackstone Holdings II L.P.

The general partner of BTO Urban Holdings II L.P. is Blackstone Tactical Opportunities Associates L.L.C. The managing member of Blackstone Tactical Opportunities Associates L.L.C. is BTOA L.L.C. The managing member of BTOA L.L.C. is Blackstone Holdings III L.P. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C.

Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings II L.P. Blackstone Inc. is the sole member of each of Blackstone Holdings I/II GP L.L.C. and Blackstone Holdings III GP Management L.L.C. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Class A Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such shares of Class A Common Stock.

By virtue of the Stockholders Agreement (as defined below), the Reporting Persons and Brian Libman and his affiliates are deemed to be members of a group for purposes of Section 13(d) of the Exchange Act. Mr. Libman and his affiliates are filing a separate Schedule 13D to report the Class A Common Stock that they may be deemed to beneficially own. Collectively, the Reporting Persons and Mr. Libman and his affiliates may be deemed to beneficially own in the aggregate 143,752,791 shares of Class A Common Stock, representing 78.0% of the outstanding Class A Common Stock, calculated pursuant to Rule 13d-3 of the Exchange Act.

(c) Pursuant to the LTIP Award Settlement Agreement described in Item 6 to the Schedule 13D, certain equityholders of the Issuer and Finance of America Equity Capital LLC are obligated to deliver a number of shares of Class A Common Stock to the Issuer in connection with the settlement of awards of restricted stock units granted by the Issuer.

In connection with the Issuer’s settlement of restricted stock units into shares of Class A Common Stock and pursuant to the LTIP Award Settlement Agreement, on August 8, 2022, BTO Urban Holdings L.L.C. delivered 222,591 shares of Class A Common Stock (which shares were received upon conversion of an equal number of FoA Units), Blackstone Family Tactical Opportunities Investment Partnership NQ – ESC L.P. delivered 1,278 shares of Class A Common Stock (which shares were received upon conversion of an equal number of FoA Units) and BTO Urban Holdings II L.P. delivered 97,429 shares of Class A Common Stock, in each case to the Issuer.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: August 10, 2022


BTO Urban Holdings L.L.C.

By:		/s/ Menes Chee
Name: Menes Chee
Title: Manager

Blackstone Tactical Opportunities Fund – NQ L.P.
By: Blackstone Tactical Opportunities Associates – NQ L.L.C, its general partner
By: BTOA – NQ L.L.C., its sole member

By:		/s/ Christopher J. James
Name: Christopher J. James
Title: Chief Operating Officer

Blackstone Tactical Opportunities Fund II – NQ L.P.
By: Blackstone Tactical Opportunities Associates – NQ
L.L.C, its general partner
By: BTOA – NQ L.L.C., its sole member

By:		/s/ Christopher J. James
Name: Christopher J. James
Title: Chief Operating Officer

Blackstone Tactical Opportunities Fund – A (RA) – NQ L.P.
By: Blackstone Tactical Opportunities Associates – NQ L.L.C, its general partner
By: BTOA – NQ L.L.C., its sole member

By:		/s/ Christopher J. James
Name: Christopher J. James
Title: Chief Operating Officer


Blackstone Tactical Opportunities Fund – I – NQ L.P.
By: Blackstone Tactical Opportunities Associates – NQ
L.L.C, its general partner
By: BTOA – NQ L.L.C., its sole member

By:		/s/ Christopher J. James
Name: Christopher J. James
Title: Chief Operating Officer

Blackstone Tactical Opportunities Fund – S – NQ L.P.,
By: Blackstone Tactical Opportunities Associates – NQ
L.L.C, its general partner
By: BTOA – NQ L.L.C., its sole member

By:		/s/ Christopher J. James
Name: Christopher J. James
Title: Chief Operating Officer

Blackstone Tactical Opportunities Fund – C – NQ L.P.
By: Blackstone Tactical Opportunities Associates – NQ
L.L.C, its general partner
By: BTOA – NQ L.L.C., its sole member

By:		/s/ Christopher J. James
Name: Christopher J. James
Title: Chief Operating Officer

Blackstone Tactical Opportunities Fund – L – NQ L.P.
By: Blackstone Tactical Opportunities Associates – NQ L.L.C, its general partner
By: BTOA – NQ L.L.C., its sole member

By:		/s/ Christopher J. James
Name: Christopher J. James
Title: Chief Operating Officer

Blackstone Tactical Opportunities Fund – O – NQ L.P.
By: Blackstone Tactical Opportunities Associates – NQ
L.L.C, its general partner
By: BTOA – NQ L.L.C., its sole member

By:		/s/ Christopher J. James
Name: Christopher J. James
Title: Chief Operating Officer


Blackstone Tactical Opportunities Fund – N – NQ L.P.
By: Blackstone Tactical Opportunities Associates – NQ
L.L.C, its general partner
By: BTOA – NQ L.L.C., its sole member

By:		/s/ Christopher J. James
Name: Christopher J. James
Title: Chief Operating Officer

Blackstone Tactical Opportunities Fund – U – NQ L.L.C.
By: Blackstone Tactical Opportunities Associates – NQ
L.L.C., its general partner
By: BTOA – NQ L.L.C., its sole member

By:		/s/ Christopher J. James
Name: Christopher J. James
Title: Chief Operating Officer

Blackstone Tactical Opportunities Fund II – C – NQ L.P.
By: Blackstone Tactical Opportunities Associates – NQ
L.L.C., its general partner
By: BTOA – NQ L.L.C., its sole member

By:		/s/ Christopher J. James
Name: Christopher J. James
Title: Chief Operating Officer

Blackstone Tactical Opportunities Fund – T – NQ L.P.
By: Blackstone Tactical Opportunities Associates – NQ
L.L.C., its general partner
By: BTOA – NQ L.L.C., its sole member

By:		/s/ Christopher J. James
Name: Christopher J. James
Title: Chief Operating Officer

BTAS NQ Holdings L.L.C.
By: BTAS Associates—NQ L.L.C., its managing member
By: BTOA-NQ L.L.C., its sole member

By:		/s/ Christopher Striano
Name: Christopher Striano
Title: Senior Managing Director


Blackstone Family Tactical Opportunities Investment
Partnership SMD L.P.
By: Blackstone Family GP L.L.C., its general partner

By:		/s/ Tabea Hsi
Name: Tabea Hsi
Title: Senior Managing Director

Blackstone Tactical Opportunities Associates – NQ L.L.C.
By: BTOA – NQ L.L.C., its sole member

By:		/s/ Christopher J. James
Name: Christopher J. James
Title: Chief Operating Officer

BTOA – NQ L.L.C.

By:		/s/ Christopher J. James
Name: Christopher J. James
Title: Chief Operating Officer

Blackstone Holdings II L.P.
By: Blackstone Holdings I/II GP L.L.C., its general partner

By:		/s/ Tabea Hsi
Name: Tabea Hsi
Title: Senior Managing Director

BTAS Associates – NQ L.L.C.
By: BTOA-NQ L.L.C., its sole member

By:		/s/ Christopher Striano
Name: Christopher Striano
Title: Senior Managing Director

Blackstone Family GP L.L.C.

By:		/s/ Tabea Hsi
Name: Tabea Hsi
Title: Senior Managing Director


Blackstone Family Tactical Opportunities Investment Partnership NQ – ESC L.P.
By: BTO-NQ Side-by-Side GP L.L.C.

By:		/s/ Christopher J. James
Name: Christopher J. James
Title: Chief Operating Officer

BTO-NQ Side-by-Side GP L.L.C.

By:		/s/ Christopher J. James
Name: Christopher J. James
Title: Chief Operating Officer

BTO Urban Holdings II L.P.
By: Blackstone Tactical Opportunities Associates LLC, its general partner
By: BTOA L.L.C., its managing member

By:		/s/ Christopher J. James
Name: Christopher J. James
Title: Chief Operating Officer

Blackstone Tactical Opportunities Associates LLC
By: BTOA L.L.C., its managing member

By:		/s/ Christopher J. James
Name: Christopher J. James
Title: Chief Operating Officer

BTOA L.L.C.

By:		/s/ Christopher J. James
Name: Christopher J. James
Title: Chief Operating Officer

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 Holdings I/II GP 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

Blackstone Group Management L.L.C.

By:		/s/ Tabea Hsi
Name: Tabea Hsi
Title: Senior Managing Director

Stephen A. Schwarzman

/s/ Stephen A. Schwarzman

Number of

shares

beneficially

owned by

each

reporting

person

with:

Sole Voting Power

49,614,214

Shared Voting Power

0

Sole Dispositive Power

49,614,214

Shared Dispositive Power

0