Filing Details
- Accession Number:
- 0001193125-20-035532
- Form Type:
- 13G Filing
- Publication Date:
- 2020-02-13 16:05:59
- Filed By:
- Carlyle Group Management L.l.c.
- Company:
- Black Stone Minerals L.p. (NYSE:BSM)
- Filing Date:
- 2020-02-13
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Carlyle Group Management | 0 | 14,711,219 | 0 | 14,711,219 | 14,711,219 | 6.7% |
| The Carlyle Group Inc | 0 | 14,711,219 | 0 | 14,711,219 | 14,711,219 | 6.7% |
| Carlyle Holdings I GP Inc | 0 | 14,711,219 | 0 | 14,711,219 | 14,711,219 | 6.7% |
| Carlyle Holdings I GP Sub | 0 | 14,711,219 | 0 | 14,711,219 | 14,711,219 | 6.7% |
| Carlyle Holdings I | 0 | 14,711,219 | 0 | 14,711,219 | 14,711,219 | 6.7% |
| CG Subsidiary Holdings | 0 | 14,711,219 | 0 | 14,711,219 | 14,711,219 | 6.7% |
| TC Group | 0 | 14,711,219 | 0 | 14,711,219 | 14,711,219 | 6.7% |
| TC Group Sub | 0 | 14,711,219 | 0 | 14,711,219 | 14,711,219 | 6.7% |
| TC Group CEMOF II | 0 | 14,711,219 | 0 | 14,711,219 | 14,711,219 | 6.7% |
| CEMOF II General Partner | 0 | 14,711,219 | 0 | 14,711,219 | 14,711,219 | 6.7% |
| CEMOF II AIV | 0 | 14,711,219 | 0 | 14,711,219 | 14,711,219 | 6.7% |
| Mineral Royalties One | 0 | 14,711,219 | 0 | 14,711,219 | 14,711,219 | 6.7% |
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Black Stone Minerals, L.P.
(Name of Issuer)
Common Units
(Title of Class of Securities)
09225M101
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in 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. 09225M101 | Schedule 13G | Page 1 of 18 |
| 1 | Names of Reporting Persons
Carlyle Group Management L.L.C. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
14,711,219 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
14,711,219 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
14,711,219 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
6.7% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. 09225M101 | Schedule 13G | Page 2 of 18 |
| 1 | Names of Reporting Persons
The Carlyle Group Inc. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
14,711,219 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
14,711,219 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
14,711,219 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
6.7% | |||||
| 12 | Type of Reporting Person
CO | |||||
| CUSIP No. 09225M101 | Schedule 13G | Page 3 of 18 |
| 1 | Names of Reporting Persons
Carlyle Holdings I GP Inc. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
14,711,219 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
14,711,219 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
14,711,219 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
6.7% | |||||
| 12 | Type of Reporting Person
CO | |||||
| CUSIP No. 09225M101 | Schedule 13G | Page 4 of 18 |
| 1 | Names of Reporting Persons
Carlyle Holdings I GP Sub L.L.C. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
14,711,219 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
14,711,219 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
14,711,219 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
6.7% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. 09225M101 | Schedule 13G | Page 5 of 18 |
| 1 | Names of Reporting Persons
Carlyle Holdings I L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
14,711,219 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
14,711,219 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
14,711,219 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
6.7% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 09225M101 | Schedule 13G | Page 6 of 18 |
| 1 | Names of Reporting Persons
CG Subsidiary Holdings L.L.C. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
14,711,219 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
14,711,219 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
14,711,219 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
6.7% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. 09225M101 | Schedule 13G | Page 7 of 18 |
| 1 | Names of Reporting Persons
TC Group, L.L.C. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
14,711,219 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
14,711,219 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
14,711,219 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
6.7% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. 09225M101 | Schedule 13G | Page 8 of 18 |
| 1 | Names of Reporting Persons
TC Group Sub L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
14,711,219 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
14,711,219 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
14,711,219 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
6.7% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 09225M101 | Schedule 13G | Page 9 of 18 |
| 1 | Names of Reporting Persons
TC Group CEMOF II, L.L.C. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
14,711,219 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
14,711,219 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
14,711,219 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
6.7% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. 09225M101 | Schedule 13G | Page 10 of 18 |
| 1 | Names of Reporting Persons
CEMOF II General Partner, L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
14,711,219 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
14,711,219 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
14,711,219 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
6.7% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 09225M101 | Schedule 13G | Page 11 of 18 |
| 1 | Names of Reporting Persons
CEMOF II AIV, L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
14,711,219 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
14,711,219 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
14,711,219 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
6.7% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 09225M101 | Schedule 13G | Page 12 of 18 |
| 1 | Names of Reporting Persons
Mineral Royalties One, L.L.C. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
14,711,219 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
14,711,219 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
14,711,219 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
6.7% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. 09225M101 | Schedule 13G | Page 13 of 18 |
| ITEM 1. | (a) Name of Issuer: |
Black Stone Minerals, L.P. (the Issuer)
| (b) Address of Issuers Principal Executive Offices: |
1001 Fannin Street, Suite 2020
Houston, Texas 77002
| ITEM 2. | (a) Name of Person Filing: |
Each of the following is hereinafter individually referred to as a Reporting Person and collectively as the Reporting Persons. This statement is filed on behalf of:
The Carlyle Group Inc.
Carlyle Group Management L.L.C.
Carlyle Holdings I GP Inc.
Carlyle Holdings I GP Sub L.L.C.
Carlyle Holdings I L.P.
CG Subsidiary Holdings L.L.C.
TC Group, L.L.C.
TC Group Sub L.P.
TC Group CEMOF II, L.L.C.
CEMOF II General Partner, L.P.
CEMOF II AIV, L.P.
Mineral Royalties One, L.L.C.
| (b) Address or Principal Business Office: |
The address of each of the Reporting Persons is c/o The Carlyle Group, 1001 Pennsylvania Ave., N.W., Suite 220 South, Washington, D.C. 20004-2505.
| (c) Citizenship of each Reporting Person is: |
Each of the Reporting Persons is organized in the state of Delaware.
| (d) Title of Class of Securities: |
Common Units representing limited partner interests (Common Units).
| (e) CUSIP Number: |
09225M101
| CUSIP No. 09225M101 | Schedule 13G | Page 14 of 18 |
| ITEM 3. |
Not applicable.
| ITEM 4. | Ownership. |
| (a-c) |
The ownership information presented below represents beneficial ownership of Common Units of the Issuer, based on 205,959,790 Common Units outstanding as of October 30, 2019 and assuming the conversion of the Series B Cumulative Convertible Preferred Units (the Preferred Units) beneficially owned by the Reporting Persons.
| Reporting Person | Amount beneficially owned | Percent of class: | Sole power to vote or to direct the vote: | Shared power to vote or to direct the vote: | Sole of: | Shared power to dispose or to direct the disposition of: | ||||||||||||||||||
| Carlyle Group Management L.L.C. | 14,711,219 | 6.7 | % | 0 | 14,711,219 | 0 | 14,711,219 | |||||||||||||||||
| The Carlyle Group Inc. | 14,711,219 | 6.7 | % | 0 | 14,711,219 | 0 | 14,711,219 | |||||||||||||||||
| Carlyle Holdings I GP Inc. | 14,711,219 | 6.7 | % | 0 | 14,711,219 | 0 | 14,711,219 | |||||||||||||||||
| Carlyle Holdings I GP Sub L.L.C. | 14,711,219 | 6.7 | % | 0 | 14,711,219 | 0 | 14,711,219 | |||||||||||||||||
| Carlyle Holdings I L.P. | 14,711,219 | 6.7 | % | 0 | 14,711,219 | 0 | 14,711,219 | |||||||||||||||||
| CG Subsidiary Holdings L.L.C. | 14,711,219 | 6.7 | % | 0 | 14,711,219 | 0 | 14,711,219 | |||||||||||||||||
| TC Group, L.L.C. | 14,711,219 | 6.7 | % | 0 | 14,711,219 | 0 | 14,711,219 | |||||||||||||||||
| TC Group Sub L.P. | 14,711,219 | 6.7 | % | 0 | 14,711,219 | 0 | 14,711,219 | |||||||||||||||||
| TC Group CEMOF II, L.L.C. | 14,711,219 | 6.7 | % | 0 | 14,711,219 | 0 | 14,711,219 | |||||||||||||||||
| CEMOF II General Partner, L.P. | 14,711,219 | 6.7 | % | 0 | 14,711,219 | 0 | 14,711,219 | |||||||||||||||||
| CEMOF II AIV, L.P. | 14,711,219 | 6.7 | % | 0 | 14,711,219 | 0 | 14,711,219 | |||||||||||||||||
| Mineral Royalties One, L.L.C. | 14,711,219 | 6.7 | % | 0 | 14,711,219 | 0 | 14,711,219 | |||||||||||||||||
Mineral Royalties One, L.L.C. is the record holder of 14,711,219 Series B Cumulative Convertible Preferred Units (the Preferred Units), and may be deemed to beneficially own 14,711,219 Common Units issuable upon conversion of the Preferred Units.
Carlyle Group Management L.L.C. holds an irrevocable proxy to vote a majority of the shares of The Carlyle Group Inc., which is a publicly traded entity listed on NASDAQ. The Carlyle Group Inc. is the sole shareholder of Carlyle Holdings I GP Inc., which is the managing member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which, with respect to the securities reported herein, is the managing member of CG Subsidiary Holdings L.L.C., which is the sole member of TC Group, L.L.C., which is the general partner of TC Group Sub L.P., which is the managing member of TC Group CEMOF II, L.L.C., which is the general partner of CEMOF II General Partner, L.P., which is the general partner of CEMOF II AIV, L.P., which is the managing member of Mineral Royalties One, L.L.C. Accordingly, each of these entities may be deemed to share beneficial ownership of the Common Units beneficially owned by Mineral Royalties One, L.L.C.
| CUSIP No. 09225M101 | Schedule 13G | Page 15 of 18 |
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
| ITEM 8. | Identification and Classification of Members of the Group. |
Not applicable.
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| ITEM 10. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
| CUSIP No. 09225M101 | Schedule 13G | Page 16 of 18 |
SIGNATURE
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: February 13, 2020
| CARLYLE GROUP MANAGEMENT L.L.C. | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | Curtis L. Buser | |
| Title: | Chief Financial Officer | |
| THE CARLYLE GROUP INC. | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | Curtis L. Buser | |
| Title: | Chief Financial Officer | |
| CARLYLE HOLDINGS I GP INC. | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | Curtis L. Buser | |
| Title: | Chief Financial Officer | |
| CARLYLE HOLDINGS I GP SUB L.L.C. | ||
| By: Carlyle Holdings I GP Inc., its managing member | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | Curtis L. Buser | |
| Title: | Chief Financial Officer | |
| CARLYLE HOLDINGS I L.P. | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | Curtis L. Buser | |
| Title: | Chief Financial Officer | |
| CG SUBSIDIARY HOLDINGS L.L.C. | ||
| By: Carlyle Holdings I L.P., its managing member | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | Curtis L. Buser | |
| Title: | Chief Financial Officer | |
| CUSIP No. 09225M101 | Schedule 13G | Page 17 of 18 |
| TC GROUP, L.L.C. | ||
| By: Carlyle Holdings I L.P., its managing member | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | Curtis L. Buser | |
| Title: | Chief Financial Officer | |
| TC GROUP SUB L.P. | ||
| By: TC Group, L.L.C., its general partner | ||
| By: Carlyle Holdings I L.P., its managing member | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | Curtis L. Buser | |
| Title: | Chief Financial Officer | |
| TC GROUP CEMOF II, L.L.C. | ||
| By: | /s/ Ryan R. Toteja | |
| Name: | Ryan R. Toteja | |
| Title: | Authorized Person | |
| CEMOF II GENERAL PARTNER, L.P. | ||
| By: | /s/ Ryan R. Toteja | |
| Name: | Ryan R. Toteja | |
| Title: | Authorized Person | |
| CEMOF II AIV, L.P. | ||
| By: CEMOF II General Partner, L.P., its general partner | ||
| By: TC Group CEMOF II, L.L.C., its general partner | ||
| By: | /s/ Ryan R. Toteja | |
| Name: | Ryan R. Toteja | |
| Title: | Authorized Person | |
| MINERAL ROYALTIES ONE, L.L.C. | ||
| By: | /s/ Ryan R. Toteja | |
| Name: | Ryan R. Toteja | |
| Title: | Authorized Person | |
| CUSIP No. 09225M101 | Schedule 13G | Page 18 of 18 |
LIST OF EXHIBITS
| Exhibit No. | Description | |
| 24 | Power of Attorney. | |
| 99 | Joint Filing Agreement. | |