BrightView Holdings, Inc.
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(Name of Issuer)
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Common Stock, par value $0.01 Per Share
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(Title of Class of Securities)
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10948C107
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(CUSIP Number)
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December 31, 2018
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(Date of Event Which Requires Filing of this Statement)
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☐
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Rule 13d-1(b)
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☐
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Rule 13d-1(c)
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☒
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Rule 13d-1(d)
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CUSIP NO.
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10948C107
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1
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NAMES OF REPORTING PERSONS
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MSD Partners, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ☒ | ||||
(b) ☐ |
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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
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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
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-0-
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6
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SHARED VOTING POWER
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13,630,362
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7
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SOLE DISPOSITIVE POWER
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-0-
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8
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SHARED DISPOSITIVE POWER
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13,630,362
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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13,630,362
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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13.0%1
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12
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TYPE OF REPORTING PERSON*
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PN
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CUSIP NO.
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10948C107
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1
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NAMES OF REPORTING PERSONS
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MSD Valley Investments, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ☒ | ||||
(b) ☐ |
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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
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[
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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
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-0-
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6
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SHARED VOTING POWER
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13,630,362
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7
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SOLE DISPOSITIVE POWER
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-0-
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8
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SHARED DISPOSITIVE POWER
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13,630,362
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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13,630,362
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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13.0%1
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12
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TYPE OF REPORTING PERSON*
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PN
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CUSIP NO.
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10948C107
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Item 1(a)
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Name of Issuer:
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The name of the issuer is BrightView Holdings, Inc. (the “Company”)
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Item 1(b)
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Address of Issuer's Principal Executive Offices:
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The Company's principal executive office is located at 401 Plymouth Road, Suite 500, Plymouth Meeting, Pennsylvania
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Item 2(a)
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Name of Person Filing:
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This Schedule 13G is being jointly filed by and on behalf of each of MSD Partners, L.P. ("MSD Partners") and MSD Valley Investments, LLC ("MSD Valley
Investments"). MSD Valley Investments is the direct owner of the securities covered by this statement.
MSD Partners is the manager of, and may be deemed to beneficially own securities beneficially owned by MSD Valley Investments. MSD Partners (GP),
LLC ("MSD GP") is the general partner of, and may be deemed to beneficially own securities beneficially owned by, MSD Partners. Each of Glenn R. Fuhrman, John Phelan and Marc R. Lisker is a manager of, and may be deemed to beneficially own
securities beneficially owned by, MSD GP.
The Reporting Persons have entered into a Joint Filing Agreement, dated February 14, 2019, a copy of which is filed with this Schedule 13G as
Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
Certain of the Reporting Persons and affiliates of Kohlberg Kravis Roberts & Co. L.P. (“KKR”) (collectively, the “Stockholders”) are parties to a Stockholders Agreement (the “Stockholders Agreement”), which contains, among other things, certain provisions
relating to voting of securities of the Issuer by the parties thereto.
By virtue of the Stockholders Agreement and the obligations and rights thereunder, the Reporting Persons acknowledge and agree that they are
acting as a “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934 with the other Stockholders and/or certain of their affiliates. Based in part on information provided by the Issuer, such a “group” would be
deemed to beneficially own an aggregate of 72,048,608 shares of Common Stock, which represents 69.0% of the Common Stock of the Issuer, as of December 31, 2018. The Reporting Persons expressly disclaim beneficial ownership over any
shares of Common Stock that they may be deemed to beneficially own solely by reason of the Stockholders Agreement. Certain entities affiliated with KKR are separately making Schedule 13G filings reporting their beneficial ownership of
shares of Common Stock.
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Item 2(b)
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Address of Principal Business Office or, if none, Residence:
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The address of the principal business office of MSD Partners and
MSD Valley Investments is 645 Fifth Avenue, 21st Floor, New York, New York 10022.
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Item 2(c) | Citizenship: |
MSD Partners is organized as a limited partnership under the laws of the State of Delaware. MSD Valley Investments is organized as a limited liability company under the laws of the State of Delaware. | |
Item 2(d)
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Title of Class of Securities:
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Common Stock, $0.01 par value per share.
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Item 2(e)
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CUSIP No.:
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10948C107
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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), check whether the person filing is a:
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Not applicable.
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Item 4
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Ownership:
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A.
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MSD Partners, L.P.
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(a)
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Amount beneficially owned: 13,630,362
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(b)
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Percent of class: 13.0%
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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 direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 13,630,362
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 13,630,362
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B.
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MSD Valley Investments, LLC |
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(a)
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Amount beneficially owned: 13,630,362
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(b)
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Percent of class: 13.0%
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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 direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 13,630,362
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 13,630,362
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C.
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MSD Partners (GP), LLC
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(a)
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Amount beneficially owned: 13,630,362
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(b)
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Percent of class: 13.0%
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(c)
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Number of shares as to which such person has:
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|||||
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 13,630,362
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 13,630,362
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D.
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Glenn R. Fuhrman
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(a)
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Amount beneficially owned: 13,630,362
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(b)
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Percent of class: 13.0%
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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 direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 13,630,362
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 13,630,362
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E.
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John C. Phelan
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(a)
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Amount beneficially owned: 13,630,362
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(b)
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Percent of class: 13.0%
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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 direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 13,630,362
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 13,630,362
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F.
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Marc R. Lisker
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(a)
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Amount beneficially owned: 13,630,362
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(b)
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Percent of class: 13.0%
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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 direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 13,630,362
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 13,630,362
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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 each of the Reporting Persons 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
or Control Person:
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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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Not applicable.
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MSD Partners, L.P.
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By:
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MSD Partners (GP), LLC
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Its:
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General Partner
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By:
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/s/ Marc R. Lisker
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Name:
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Marc R. Lisker
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Title:
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Manager
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MSD Valley
Investments, LLC
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By:
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MSD Partners, L.P.
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Its:
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Manager
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By:
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MSD Partners (GP), LLC
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Its:
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General Partner
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Title:
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Manager
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By:
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/s/ Marc R. Lisker
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Name:
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Marc R. Lisker
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Title:
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Manager
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Exhibit
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Description of Exhibit
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Joint Filing Agreement dated February 14, 2019
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MSD Partners, L.P.
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By:
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MSD Partners (GP), LLC
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Its:
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General Partner
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By:
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/s/ Marc R. Lisker
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Name:
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Marc R. Lisker
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Title:
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Manager
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MSD Valley
Investments, LLC
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By:
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MSD Partners, L.P.
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Its:
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Manager
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By:
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MSD Partners (GP), LLC
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Its:
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General Partner
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Title:
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Manager
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By:
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/s/ Marc R. Lisker
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Name:
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Marc R. Lisker
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Title:
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Manager
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