X0206 3 2018-10-29 0 0000844143 Centric Brands Inc. DFBG 0001481157 GSO Holdings I LLC 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001464694 Blackstone Holdings I L.P. C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001484870 Blackstone Holdings II L.P. C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001464695 Blackstone Holdings I/II GP Inc C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001404075 Blackstone Holdings IV GP L.P. C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001758232 Blackstone Holdings IV GP Management (Delaware) L.P. C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001404074 Blackstone Holdings IV GP Management L.L.C. C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001393818 Blackstone Group L.P. C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001404071 Blackstone Group Management L.L.C. C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001070844 SCHWARZMAN STEPHEN A C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 Common Stock 9358749 I See footnotes Common Stock 8309901 I See footnotes Common Stock 802179 I See footnotes Common Stock 133697 I See footnotes Common Stock 112974 I See footnotes Common Stock 7445474 I See footnotes Common Stock 56527 I See footnotes Convertible Note 8.00 2019-10-29 Common Stock 1115433 I See footnotes Convertible Note 8.00 2019-10-29 Common Stock 990425 I See footnotes Convertible Note 8.00 2019-10-29 Common Stock 95609 I See footnotes Convertible Note 8.00 2019-10-29 Common Stock 15935 I See footnotes Convertible Note 8.00 2019-10-29 Common Stock 13465 I See footnotes Convertible Note 8.00 2019-10-29 Common Stock 887396 I See footnotes Convertible Note 8.00 2019-10-29 Common Stock 6737 I See footnotes Reflects securities directly held by GSO Capital Opportunities Fund III LP. GSO Capital Opportunities Associates III LLC is the general partner of GSO Capital Opportunities Fund III LP. Reflects securities directly held by GSO CSF III Holdco LP. GSO Capital Solutions Associates III LP is the general partner of GSO CSF III Holdco LP. GSO Capital Solutions Associates III (Delaware) LLC is a general partner of GSO Capital Solutions Associates III LP. Reflects securities directly held by GSO Credit Alpha II Trading (Cayman) LP. GSO Credit Alpha Associates II LP is the general partner of GSO Credit Alpha II Trading (Cayman) LP. GSO Credit Alpha Associates II (Delaware) LLC is a general partner of GSO Credit Alpha Associates II LP. Reflects securities directly held by GSO Harrington Credit Alpha Fund (Cayman) L.P. GSO Harrington Credit Alpha Associates L.L.C. is the general partner of GSO Harrington Credit Alpha Fund (Cayman) L.P. Reflects securities directly held by GSO Aiguille des Grands Montets Fund II LP. GSO Capital Partners LP is an investment manager of GSO Aiguille des Grands Montets Fund II LP. GSO Advisor Holdings L.L.C. is the special limited partner of GSO Capital Partners LP with the investment and voting power over the securities beneficially owned by GSO Capital Partners LP. Blackstone Holdings I L.P. is the sole member of GSO Advisor Holdings L.L.C. Reflects securities directly held by BTO Legend Holdings L.P. as nominee for BTO Legend Holdings (Cayman) - NQ L.P. BTO Holdings (Cayman) - NQ Manager L.L.C. is the general partner of BTO Legend Holdings (Cayman) - NQ L.P. Blackstone Tactical Opportunities Management Associates (Cayman) - NQ L.P. is the managing member of BTO Holdings (Cayman) - NQ Manager L.L.C. BTO GP - NQ L.L.C. is the general partner of Blackstone Tactical Opportunities Management Associates (Cayman) - NQ L.P. Reflects securities directly held by Blackstone Family Tactical Opportunities Investment Partnership III (Cayman) - NQ - ESC L.P. BTO GP - NQ L.L.C. is the general partner of Blackstone Family Tactical Opportunities Investment Partnership III (Cayman) - NQ - ESC L.P. Represents a Subordinated Convertible Note ("Convertible Note") which is convertible at the option of the holder, at any time after October 29, 2019, into a number of shares of Common Stock at a price of $8.00 per share, subject to customary anti-dilution adjustments. Beginning April 29, 2019, interest accrues on the Convertible Note at a rate of 12.0% per annum, increasing to a rate of 16.0% per annum from and after October 29, 2019, with such interest being payable in cash, unless the Issuer is unable to pay cash interest in which case such amounts will accrue to the principal amount of the Convertible Note. The Convertible Note matures on the earlier of (i) the repayment in full of all amounts due under the Issuer's Second Lien Credit Agreement dated as of October 29, 2018, between the Issuer and the lenders and agents party thereto and (ii) October 29, 2024. The Issuer may prepay the Convertible Note under certain circumstances, in an amount equal to the greater of (a) the principal amount of the Convertible Note, together with accrued interest and (b) the value equal to the number of shares of Common Stock that would be received upon conversion of the Convertible Note, based on fair market value, together with accrued interest. GSO Holdings I L.L.C. is the managing member of GSO Capital Opportunities Associates III LLC, GSO Harrington Credit Alpha Associates L.L.C., GSO Capital Solutions Associates III (Delaware) LLC and the sole member of GSO Credit Alpha Associates II (Delaware) LLC. Blackstone Holdings II L.P. is the managing member of GSO Holdings I L.L.C. Blackstone Holdings IV L.P. is the sole member of BTO GP - NQ L.L.C. Blackstone Holdings IV GP L.P. is the general partner of Blackstone Holdings IV L.P. Blackstone Holdings IV GP Management (Delaware) L.P. is the general partner of Blackstone Holdings IV GP L.P. Blackstone Holdings IV GP Management L.L.C. is the general partner of Blackstone Holdings IV GP Management (Delaware) L.P. Blackstone Holdings I/II GP Inc. is the general partner of each of Blackstone Holdings I L.P. and Blackstone Holdings II L.P. The Blackstone Group L.P. is the controlling shareholder of Blackstone Holdings I/II GP Inc. and the sole member of Blackstone Holdings IV GP Management L.L.C. Blackstone Group Management L.L.C. is the general partner of The Blackstone Group L.P. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. Bennett J. Goodman may be deemed to have shared voting power and/or investment power with respect to the securities held by GSO Capital Opportunities Fund III LP, GSO CSF III Holdco LP, GSO Credit Alpha II Trading (Cayman) LP, GSO Harrington Credit Alpha Fund (Cayman) L.P. and GSO Aiguille des Grands Montets Fund II LP. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each of the Reporting Persons (other than each of the direct holders of securities to the extent of their direct ownership), disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than each of the direct holders of securities to the extent of their direct ownership) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. GSO Holdings I L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 2018-11-08 Blackstone Holdings I L.P., By: Blackstone Holdings I/II GP Inc., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 2018-11-08 Blackstone Holdings II L.P., By: Blackstone Holdings I/II GP Inc., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 2018-11-08 Blackstone Holdings I/II GP Inc., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 2018-11-08 Blackstone Holdings IV GP L.P., By: Blackstone Holdings IV GP Management (Delaware) L.P., its general partner, By: Blackstone Holdings IV GP Management L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 2018-11-08 Blackstone Holdings IV GP Management (Delaware) L.P., By: Blackstone Holdings IV GP Management L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 2018-11-08 Blackstone Holdings IV GP Management L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 2018-11-08 The Blackstone Group L.P., By: Blackstone Group Management L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 2018-11-08 Blackstone Group Management L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 2018-11-08 Stephen A. Schwarzman, By: /s/Stephen A. Schwarzman, Name: Stephen A. Schwarzman 2018-11-08