Sec Form 13D Filing - Blackstone Holdings III L.P. @ SITIO ROYALTIES CORP COM C

Sec Form 13D Filing - Blackstone Holdings III L.P. filing for SITIO ROYALTIES CORP COM C (STR) - 2022-10-20

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. 5)*

SITIO ROYALTIES CORP.

(Name of Issuer)

Class A Common Stock, $0.0001 Par Value

(Title of Class of Securities)

30607B109

(CUSIP Number)

John G. Finley

Blackstone Inc.

345 Park Avenue

New York, NY 10154

(212) 583-5000

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

October 18, 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 (“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. 30607B109


1.		NAMES OF REPORTING PERSONS BX Royal Aggregator LP
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. 30607B109


1.		NAMES OF REPORTING PERSONS BCP VI/BEP Holdings Manager 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. 30607B109


1.		NAMES OF REPORTING PERSONS Blackstone Energy Management 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. 30607B109


1.		NAMES OF REPORTING PERSONS Blackstone Management Associates VI 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. 30607B109


1.		NAMES OF REPORTING PERSONS Blackstone EMA 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. 30607B109


1.		NAMES OF REPORTING PERSONS BMA VI 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. 30607B109


1.		NAMES OF REPORTING PERSON Rock Ridge Royalty Company LLC
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. 30607B109


1.		NAMES OF REPORTING PERSON RRR Energy LLC
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. 30607B109


1.		NAMES OF REPORTING PERSON RRR Aggregator LLC
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

(1)	Includes 57,288 Consideration Allocation Rights which may each be settled for shares of Class C Common Stock and OpCo Units as described further in Item 4.

CUSIP No. 30607B109


1.		NAMES OF REPORTING PERSON BX Primexx Topco LLC
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

(1)	Includes 57,288 Consideration Allocation Rights which may each be settled for shares of Class C Common Stock and OpCo Units as described further in Item 4.

CUSIP No. 30607B109


1.		NAMES OF REPORTING PERSON BCP VII/BEP II Holdings Manager 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

(1)	Includes 57,288 Consideration Allocation Rights which may each be settled for shares of Class C Common Stock and OpCo Units as described further in Item 4.

CUSIP No. 30607B109


1.		NAMES OF REPORTING PERSON Blackstone Energy Management Associates II 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

(1)	Includes 57,288 Consideration Allocation Rights which may each be settled for shares of Class C Common Stock and OpCo Units as described further in Item 4.

CUSIP No. 30607B109


1.		NAMES OF REPORTING PERSON Blackstone Management Associates VII 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

(1)	Includes 57,288 Consideration Allocation Rights which may each be settled for shares of Class C Common Stock and OpCo Units as described further in Item 4.

CUSIP No. 30607B109


1.		NAMES OF REPORTING PERSON Blackstone EMA II 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

(1)	Includes 57,288 Consideration Allocation Rights which may each be settled for shares of Class C Common Stock and OpCo Units as described further in Item 4.

CUSIP No. 30607B109


1.		NAMES OF REPORTING PERSON BMA VII 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

(1)	Includes 57,288 Consideration Allocation Rights which may each be settled for shares of Class C Common Stock and OpCo Units as described further in Item 4.

CUSIP No. 30607B109


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

(1)	Includes 57,288 Consideration Allocation Rights which may each be settled for shares of Class C Common Stock and OpCo Units as described further in Item 4.

CUSIP No. 30607B109


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

(1)	Includes 57,288 Consideration Allocation Rights which may each be settled for shares of Class C Common Stock and OpCo Units as described further in Item 4.

CUSIP No. 30607B109


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

(1)	Includes 57,288 Consideration Allocation Rights which may each be settled for shares of Class C Common Stock and OpCo Units as described further in Item 4.

CUSIP No. 30607B109


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

(1)	Includes 57,288 Consideration Allocation Rights which may each be settled for shares of Class C Common Stock and OpCo Units as described further in Item 4.

CUSIP No. 30607B109


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

(1)	Includes 57,288 Consideration Allocation Rights which may each be settled for shares of Class C Common Stock and OpCo Units as described further in Item 4.

CUSIP No. 30607B109


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 of America

(1)	Includes 57,288 Consideration Allocation Rights which may each be settled for shares of Class C Common Stock and OpCo Units as described further in Item 4.

Explanatory Note

This Amendment No. 5 to Schedule 13D (this “Amendment No. 5”) amends and supplements the statement on Schedule 13D filed with the United States Securities and Exchange Commission on August 23, 2018 (the “Original Schedule 13D”), as amended by the Amendment No. 1 to the Schedule 13D filed on January 13, 2022, the Amendment No. 2 to the Schedule 13D filed on June 13, 2022, the Amendment No. 3 to the Schedule 13D filed on July 6, 2022 and the Amendment No. 4 to the Schedule 13D filed on September 9, 2022 (the Original Schedule 13D as so amended, the “Schedule 13D”), relating to the Class A Common Stock of Sitio Royalties Corp. (f/k/a Falcon Minerals Corporation) (the “Issuer”). Capitalized terms used but not defined in this Amendment No. 5 shall have the same meanings ascribed to them in the Schedule 13D.

Item 2. Identity and Background.

Item 2 of the Schedule 13D is hereby amended and supplemented as follows:

Information regarding each director and executive officer of Blackstone Inc. is set forth on the amended and restated Schedule I attached hereto.

Item 5. Interest in Securities of the Issuer.

Items 5(a)-(c) and 5(e) of the Schedule 13D are hereby amended and restated as follows:

(a)-(b) Calculations of the percentage of shares of Class A Common Stock beneficially owned are calculated in accordance with Rule 13d-3 and assume that there are 12,700,770 shares of Class A Common Stock outstanding (based on the Issuer’s Quarterly Report on Form 10-Q filed on August 8, 2022), and assuming that any OpCo Units beneficially owned by the respective Reporting Person have been redeemed for Class A Common Stock.

The aggregate number and percentage of shares of 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. Such amounts include shares of Class A Common Stock that can be acquired by each Reporting Person in exchange for OpCo Units (and the surrender of an equal number of shares of Class C Common Stock) beneficially owned by such Reporting Person, on a one-for-one basis, pursuant to the terms of the OpCo LPA.

Royal Aggregator is the record holder of 8,637,727 OpCo Units and 8,637,727 shares of Class C Common Stock.

RRR Aggregator LLC is the record holder of 11,400,218 OpCo Units, 11,400,218 shares of Class C Common Stock and 57,288 Consideration Allocation Rights. In this regard, on October 18, 2022 Rock Ridge distributed 12,165,172 shares of Class C Common Stock and 12,165,172 OpCo Units, and assigned 61,132 Consideration Allocation Rights, in each case, pro rata to its members in connection with a liquidating distribution, pursuant to which RRR Energy LLC received 11,400,218 OpCo Units, 11,400,218 shares of Class C Common Stock and 57,288 Consideration Allocation Rights which were immediately distributed by RRR Energy LLC to its sole member, RRR Aggregator LLC.

BCP VI/BEP Holdings Manager L.L.C. is the general partner of Royal Aggregator. Blackstone Energy Management Associates L.L.C. and Blackstone Management Associates VI L.L.C. are the managing members of BCP VI/BEP Holdings Manager L.L.C. Blackstone EMA L.L.C. is the sole member of Blackstone Energy Management Associates L.L.C. BMA VI L.L.C. is the sole member of Blackstone Management Associates VI L.L.C.

BX Primexx Topco LLC is the sole member of RRR Aggregator LLC. BCP VII/BEP II Holdings Manager L.L.C. is the managing member of BX Primexx Topco LLC. Blackstone Energy Management Associates II L.L.C. and Blackstone Management Associates VII L.L.C. are the managing members of BCP VII/BEP II Holdings Manager L.L.C. Blackstone EMA II L.L.C. is the sole member of Blackstone Energy Management Associates II L.L.C. BMA VII L.L.C. is the sole member of Blackstone Management Associates VII L.L.C.

Blackstone Holdings III L.P. is the managing member of each of BMA VI L.L.C., Blackstone EMA L.L.C., BMA VII L.L.C. and Blackstone EMA II L.L.C. Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P. Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P.

Blackstone Inc. is the sole member of 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 of the Reporting Persons (other than Royal Aggregator and RRR Aggregator LLC to the extent each directly holds the securities reported on this Schedule 13D) 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 such beneficial ownership is expressly disclaimed. Each Reporting Person expressly disclaims beneficial ownership of such shares of Class A Common Stock and any assertion or presumption that it or he and the other persons on whose behalf this statement is filed constitute a “group.”

(c) Except as set forth in this Amendment No. 5, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any other person named in Schedule I, has effected any transaction in Class A Common Stock in the past 60 days.

(e) Rock Ridge and RRR Energy LLC ceased to be the beneficial owners of more than five percent of the outstanding Class A Common Stock on October 18, 2022.

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: October 20, 2022


BX Royal Aggregator LP

By:		BCP VI/BEP Holdings Manager L.L.C., its general partner

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Authorized Signatory

BCP VI/BEP Holdings Manager L.L.C.

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Authorized Signatory

Blackstone Energy Management Associates L.L.C.

By:		Blackstone EMA L.L.C., its sole member

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Authorized Signatory

Blackstone Management Associates VI L.L.C.

By:		BMA VI L.L.C., its sole member

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Authorized Signatory


Blackstone EMA L.L.C.

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Authorized Signatory

BMA VI L.L.C.

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Authorized Signatory

Rock Ridge Royalty Company LLC

By:		/s/ Erik Belz
Name:		Erik Belz
Title:		Manager

RRR Energy LLC

By:		RRR Aggregator LLC, its sole member

By:		/s/ Erik Belz
Name:		Erik Belz
Title:		Vice President and Secretary

RRR Aggregator LLC

By:		/s/ Erik Belz
Name:		Erik Belz
Title:		Vice President and Secretary

BX Primexx Topco LLC

By:		/s/ Erik Belz
Name:		Erik Belz
Title:		Vice President and Secretary

BCP VII/BEP II Holdings Manager L.L.C.

By:		/s/ Gregory Perez
Name:		Gregory Perez
Title:		Authorized Signatory

Blackstone Energy Management Associates II L.L.C.

By:		Blackstone EMA II L.L.C., its sole member

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Authorized Signatory

Blackstone EMA II L.L.C.

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Authorized Signatory


Blackstone Management Associates VII L.L.C.

By:		BMA VII L.L.C., its sole member

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Authorized Signatory

BMA VII L.L.C.

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Authorized Signatory

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:		Authorized Signatory

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:		Authorized Signatory

Blackstone Holdings III GP Management L.L.C.

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Authorized Signatory

Blackstone Inc.

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Authorized Signatory

Blackstone Group Management L.L.C.

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Authorized Signatory

Stephen A. Schwarzman

/s/ 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 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

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.

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

SOLE VOTING POWER

8,637,727

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

8,637,727

SHARED DISPOSITIVE POWER

0