Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

(Amendment No. 2)

Centric Brands Inc.

(Name of Issuer)

Common Stock, $0.10 par value

(Title of Class of Securities)

15644G 104

(CUSIP Number)

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

May 17, 2020

(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 240.13d-7 for other parties to whom copies are to be sent.

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).

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Explanatory Note

This Amendment No. 2 (Amendment No. 2) to Schedule 13D relates to the Common Stock, $0.10 par value (the Common Stock) of Centric Brands Inc., a Delaware corporation (the Issuer) and amends the initial statement on Schedule 13D filed on November 8, 2018, as amended by Amendment No. 1 filed on April 27, 2020 (as amended, the Schedule 13D). Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings ascribed to them in the Schedule 13D. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D.

Item 2. Identity and Background

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

(a) and (b) 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:

(i) GSO Capital Opportunities Fund III LP, which is a Delaware limited partnership, GSO CSF III Holdco LP, which is a Delaware limited partnership, GSO Credit Alpha II Trading (Cayman) LP, which is a Cayman Islands limited partnership, GSO Harrington Credit Alpha Fund (Cayman) L.P., which is a Cayman Islands limited partnership and GSO Aiguille des Grands Montets Fund II LP, which is an Ontario, Canada limited partnership (collectively, the GSO Funds);

(ii) GSO Capital Opportunities Associates III LLC, which is a Delaware limited liability company, GSO Capital Solutions Associates III LP, which is a Cayman Islands limited partnership, GSO Capital Solutions Associates III (Delaware) LLC, which is a Delaware limited liability company, GSO Credit Alpha Associates II LP, which is a Cayman Islands limited partnership, GSO Credit Alpha Associates II (Delaware) LLC, which is a Delaware limited liability company, GSO Harrington Credit Alpha Associates L.L.C., which is a Delaware limited liability company, GSO Holdings I L.L.C., which is a Delaware limited liability company, and GSO Capital Partners LP, which is a Delaware limited partnership (collectively, with the GSO Funds, the GSO Entities);

(iii) BTO Legend Holdings (Cayman)NQ L.P., which is a Québec société en commandite, and Blackstone Family Tactical Opportunities Investment Partnership III (Cayman)NQESC L.P., which is a Cayman Islands limited partnership (together, the Blackstone Funds);

(iv) BTO Holdings (Cayman)NQ Manager L.L.C., which is a Delaware limited liability company, Blackstone Tactical Opportunities Management Associates (Cayman)NQ L.P., which is a Cayman Islands limited partnership, BTO GPNQ L.L.C., which is a Delaware limited liability company, and Blackstone Tactical Opportunities LR Associates (Cayman) NQ Ltd., a Cayman Islands exempted company (collectively, the Blackstone Entities);

(v) GSO Advisor Holdings L.L.C., which is a Delaware limited liability company, Blackstone Holdings I L.P., which is a Delaware limited partnership, Blackstone Holdings II L.P., which is a Delaware limited partnership, Blackstone Holdings I/II GP L.L.C., which is a Delaware limited liability company, Blackstone Holdings IV L.P., which is a Québec société en commandite, Blackstone Holdings IV GP L.P., which is a Québec société en commandite, Blackstone Holdings IV GP Management (Delaware) L.P., which is a Delaware limited partnership, and Blackstone Holdings IV GP Management L.L.C., which is a Delaware limited liability company (collectively, the Blackstone Holdings Entities);

(vi) The Blackstone Group Inc., which is a Delaware corporation, and Blackstone Group Management L.L.C., which is a Delaware limited liability company (collectively, the Blackstone Topco Entities and collectively with the Blackstone Funds and the Blackstone Holdings Entities, the Blackstone Persons); and

(vii) Stephen A. Schwarzman, who is a United States citizen.

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The principal business address of each of the Blackstone Persons and Mr. Schwarzman is c/o The Blackstone Group, 345 Park Avenue, New York, NY 10154. The principal business address of each of the GSO Entities is c/o GSO Capital Partners LP, 345 Park Avenue, New York, New York 10154.

Information regarding each director and executive officer of The Blackstone Group Inc. is set forth on Schedule I attached hereto.

(c) The principal business of the GSO Funds is investing in both public and private non-investment grade and non-rated securities, including leveraged loans, high yield bonds, distressed securities, second lien loans, mezzanine securities, equity securities, credit derivatives and other investments.

The principal business of GSO Capital Opportunities Associates III LLC is performing the functions of, and serving as, the general partner of GSO Capital Opportunities Fund III LP and its related investment vehicles. The principal business of GSO Capital Solutions Associates III LP is performing the functions of, and serving as, the general partner of GSO CSF III Holdco LP and its related investment vehicles. The principal business of GSO Capital Solutions Associates III (Delaware) LLC is performing the functions of, and serving as, a general partner of GSO Capital Solutions Associates III LP. The principal business of GSO Credit Alpha Associates II LP is performing the functions of, and serving as, the general partner of GSO Credit Alpha II Trading (Cayman) LP and its related investment vehicles. The principal business of GSO Credit Alpha Associates II (Delaware) LLC is performing the functions of, and serving as, a general partner of GSO Credit Alpha Associates II LP. The principal business of GSO Harrington Credit Alpha Associates L.L.C. is performing the functions of, and serving as, the general partner of GSO Harrington Credit Alpha Fund (Cayman) L.P. and its related investment vehicles. The principal business of GSO Capital Partners LP is serving as the investment manager or adviser of GSO Aiguille des Grands Montets Fund II LP and other affiliated entities. The principal business of GSO Holdings I L.L.C. is performing the functions of, and serving as, the managing member (or similar position) and member or equity holder in each of GSO Capital Opportunities Associates III LLC, GSO Capital Solutions Associates III (Delaware) LLC, GSO Credit Alpha Associates II (Delaware) LLC and GSO Harrington Credit Alpha Associates L.L.C. and other affiliated entities.

The principal business of the Blackstone Funds is investing in securities. The principal business of BTO Holdings (Cayman)NQ Manager L.L.C. is performing the functions of, and serving as, the general partner of, BTO Legend Holdings (Cayman)NQ L.P. The principal business of Blackstone Tactical Opportunities Management Associates (Cayman)NQ L.P. is performing the functions of, and serving as, the managing member of, BTO Holdings (Cayman)NQ Manager L.L.C. and as the managing member (or similar position) and member or equity holder in other affiliated Blackstone entities. The principal business of BTO GPNQ L.L.C. is performing the functions of, and serving as, a general partner of, Blackstone Tactical Opportunities Management Associates (Cayman)NQ L.P. and Blackstone Family Tactical Opportunities Investment Partnership III (Cayman)NQESC L.P. and as the managing member (or similar position) and member or equity holder in other affiliated Blackstone entities. The principal business of Blackstone Tactical Opportunities LR Associates (Cayman) NQ Ltd. is performing the functions of, and serving as, a general partner of, Blackstone Tactical Opportunities Management Associates (Cayman)NQ L.P. and as the general partner (or similar position) in other affiliated Blackstone entities. The principal business of Blackstone Holdings IV L.P. is performing the functions of, and serving as, the sole member of BTO GPNQ L.L.C., the sole Class A shareholder of Blackstone Tactical Opportunities LR Associates (Cayman)NQ Ltd. and as the managing member (or similar position) and member or equity holder in other affiliated Blackstone entities. The principal business of Blackstone Holdings IV GP L.P. is performing the functions of, and serving as, the general partner of Blackstone Holdings IV L.P. and other affiliated Blackstone entities. The principal business of Blackstone Holdings IV GP Management (Delaware) L.P. is performing the functions of, and serving as, the general partner of Blackstone Holdings IV GP L.P. The principal business of Blackstone Holdings IV GP Management L.L.C. is performing the functions of, and serving as, the general partner of Blackstone Holdings IV GP Management (Delaware) L.P. and other affiliated Blackstone entities.

The principal business of GSO Advisor Holdings L.L.C. is performing the functions of, and serving as, 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. The principal business of Blackstone Holdings I L.P. is performing the functions of, and serving as, a managing member (or similar position) of and member or equity holder in GSO Advisor Holdings L.L.C. and other affiliated Blackstone entities. The principal business of Blackstone Holdings II L.P. is performing the functions of, and serving as, a managing member (or similar position) of and member or

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equity holder in GSO Holdings I L.L.C. and other affiliated Blackstone entities. The principal business of Blackstone Holdings I/II GP L.L.C. is performing the functions of, and serving as, the general partner (or similar position) of Blackstone Holdings I L.P., Blackstone Holdings II L.P. and other affiliated Blackstone entities. The principal business of The Blackstone Group Inc. is performing the functions of, and serving as, the sole member of Blackstone Holdings IV GP Management L.L.C. and Blackstone Holdings I/II GP, L.L.C., and in a similar capacity for other affiliated Blackstone entities. The principal business of Blackstone Group Management L.L.C. is performing the functions of, and serving as, the holder of the Class C common stock of The Blackstone Group Inc. The principal occupation of Mr. Schwarzman is serving as an executive of The Blackstone Group Inc. and Blackstone Group Management L.L.C.

(d) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons set forth on Schedule I attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons set forth on Schedule I attached hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) See Items 2(a)-(b) above for place of organization or citizenship of each of the Reporting Persons.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

On May 18, 2020 (the Petition Date), the Issuer and certain of its subsidiaries (together with the Issuer, the Debtors) filed voluntary petitions (the Chapter 11 Cases) in the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court) seeking relief under chapter 11 of title 11 of the United States Code (the Bankruptcy Code).

Restructuring Support Agreement

In connection with the Chapter 11 Cases, on May 17, 2020, certain of the Reporting Persons entered into a Restructuring Support Agreement (the RSA) with the Debtors and certain other creditors and equityholders of the Issuer, specifically: (i) such creditors consisting of at least 50.1% of the holders of claims under the Issuers first lien revolving loan facility that collectively hold at least 66.67% of the aggregate principal amount of such claims (collectively, the Consenting First Lien Revolving Loan Lenders), (ii) such creditors consisting of at least 50.1% of the holders of claims under the Issuers first lien term loan facility that collectively hold at least 66.67% of the aggregate principal amount of such claims (collectively, the Consenting First Lien Term Loan Lenders and, together with the Consenting First Lien Revolving Loan Lenders, the Consenting First Lien Lenders), (iii) such creditors consisting of at least 50.1% of the holders of claims under the Issuers second lien term loan facility that collectively hold at least 66.67% of the aggregate principal amount of such claims (collectively, the Consenting Second Lien Lenders), (iii) all of the lenders under new debtor in possession credit facilities that the Issuer intends to enter into subject to Bankruptcy Court approval (collectively, the Consenting DIP Lenders, and together with the Consenting First Lien Lenders and the Consenting Second Lien Lenders, the Consenting Creditors), and (iv) certain holders of Common Stock. The RSA contemplates the implementation of a financial restructuring of the Debtors through, among other things, a conversion of more than $700 million of the Debtors funded debt into equity (such transactions, collectively, the Restructuring). The Restructuring will be effectuated through a joint plan of reorganization (the Plan) under the Bankruptcy Code. The material terms of the Restructuring are set forth in the term sheet attached as Exhibit A to the RSA (collectively, with the exit facility term sheet, the DIP term sheets, the governance term sheet, and all other exhibits and agreement attached thereto, the Term Sheet).

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The following is a summary of the recoveries that stakeholders of the Debtors will receive in connection with the Restructuring that are set forth in the Term Sheet:

DIP Term Loan Claims: Each holder of a claim with respect to the DIP Term Loan Credit Facility (as defined below) (the DIP Term Loan Claims) will receive indebtedness (the New First Lien Term Loans) under a new first lien term loan facility (the New First Lien Term Loan Facility), with a face amount equal to the face amount of such DIP Term Loan Claims.

DIP Revolving Loan Claims: Each holder of a claim with respect to the Issuers new debtor in possession revolving credit facility will receive either (i) the face amount of such claims of indebtedness under a new first lien asset based revolving loan facility or (ii) in the event such new first lien revolving loan facility is not entered into because the conditions to closing thereof have not been satisfied or waived, payment in full in cash.

PNC Securitized Debt Claims: Claims with respect to the Issuers trade receivables securitization facility with PNC Bank, National Association (PNC), PNC Capital Markets LLC and certain purchasers party thereto will be treated in a manner acceptable to PNC, the Issuer, and the Required Consenting Creditors.

First Lien Term Loan Claims: Each holder of a claim with respect to the Issuers first lien credit facility will receive (i) New First Lien Term Loans under the New First Lien Term Loan Facility equal to the amount of such claims and (ii) its pro rata share of 30% of the equity in the reorganized Issuer (such equity, the New Centric Equity), subject to dilution by a management incentive plan to be established by the governing board of the reorganized Issuer (the Management Inventive Plan).

Second Lien Credit Facility Claims: Claims with respect to the Issuers second lien credit facility will be divided into (i) secured claims (the Second Lien Secured Claims) and (ii) deficiency claims, which will be treated as general unsecured claims under the Plan. Each holder of a Second Lien Secured Claim, which currently consist of certain of the Reporting Persons, will receive on account of such claim, its pro rata share of 70% of the New Centric Equity, subject to dilution by the Management Incentive Plan, and as a result, it is anticipated that certain of the Reporting Persons will own 70% of the New Centric Equity, subject to dilution, upon consummation of the Restructuring.

Convertible/Subordinated Notes: Upon consummation of the Restructuring, the Convertible Notes (which are held by certain Reporting Persons) and the Issuers outstanding subordinated convertible promissory notes will be cancelled and the holders thereof will receive no recovery under the Plan.

General Unsecured Claims: The treatment of general unsecured claims will be determined by and in a manner reasonably acceptable to the Debtors and the Required Consenting Creditors.

Existing Equity Interests: Upon consummation of the Restructuring, all of the outstanding Common Stock will be cancelled, the holders thereof will receive no recovery under the Plan, the Issuer will deregister under the Exchange Act and the Common Stock will no longer be listed on the Nasdaq Capital Market.

The foregoing summary of the RSA, including the Term Sheet, does not purport to be complete and is subject to, and qualified in its entirety by, the RSA and Term Sheet, a copy of which is filed as Exhibit M to this Schedule 13D and which is incorporated by reference herein.

DIP Term Loan Credit Facility

In connection with the RSA, certain of the Reporting Persons, the Issuer and the other Debtors, subject to approval by the Bankruptcy Court, intend to enter into that certain Senior Secured Debtor-In-Possession Credit, Security and Guaranty Agreement (the DIP Term Loan Credit Facility), among the Issuer, as borrower, the other Debtors, as guarantors, the lenders from time to time party thereto and U.S. Bank National Association, as administrative agent and collateral agent. Pursuant to the terms of the DIP Term Loan Credit Facility, and subject to approval by the Bankruptcy Court, the Issuer will be permitted to borrow term loans of up to $160,000,000, the use of which will be subject to updated 13-week forecasts to be provided by the Issuer and approved by certain of the lenders under such facility. The initial advance under the DIP Term Loan Credit Facility of $120,000,000 shall be used, among other things, (i) for working capital and general corporate purposes, (ii) to pay fees and expenses in connection with the Chapter 11 Cases and (iii) to repay all amounts outstanding with respect to the 2020 term loans issued pursuant to the First Lien Amendment (as defined below).

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Loans under the DIP Term Loan Credit Facility carry a margin equal to 7.00% plus the alternative base rate or 8.00% plus LIBOR, as applicable. The DIP Term Loan Credit Facility contains customary representations and warranties, affirmative and negative covenants, and events of default, and requires the Issuer to comply with certain milestones relating to the Chapter 11 Cases. The obligations under the DIP Term Loan Credit Facility are jointly and severally guaranteed by the Debtors, other than the Issuer, and all of the obligations under such facility are secured by substantially all of the assets of the Debtors (subject to certain exclusions).

The foregoing description of the DIP Term Loan Credit Facility does not purport to be complete and is qualified in its entirety by reference to the final, executed documents memorializing the DIP Term Loan Credit Facility, as approved by the Bankruptcy Court.

Amendments and Waivers to Credit Facilities

On May 11, 2020, the Issuer entered into Amendment No. 3 and Waiver (the First Lien Amendment) to its first lien credit agreement. Capitalized terms used and not otherwise defined in this subsection have the meanings ascribed to such terms in the First Lien Amendment.

Pursuant to the First Lien Amendment, among other things, the Issuer, the First Lien Agents, certain First Lien Lenders and certain Reporting Persons that became first lien lenders in connection with the First Lien Amendment, agreed to amend the First Lien Facility to establish a new tranche of term loans in an aggregate principal amount of $20,000,000 (the New Term Loans) bearing interest at the rate applicable to Revolving Loans thereunder, and having a stated maturity date of May 25, 2020. The New Term Loans may be used by the Issuer for working capital and general corporate purposes subject to the terms of the First Lien Facility.

On May 11, 2020, the Issuer entered into Amendment No. 3 and Waiver (the Second Lien Amendment) to its Second Lien Credit Agreement, dated as of October 29, 2018 (as amended), among the Issuer, each other loan party thereto, the lenders thereunder, which include certain Reporting Persons (collectively, the Second Lien Lenders) and U.S. Bank National Association, as the administrative agent and collateral agent, pursuant to which the Second Lien Lenders consented to the First Lien Amendment, including the incurrence of the New Term Loans.

The foregoing summaries of the First Lien Amendment and the Second Lien Amendment, do not purport to be complete and are subject to, and qualified in their entirety by, the First Lien Amendment and the Second Lien Amendment, copies of which are filed as Exhibit N and O, respectively, to this Schedule 13D and which are incorporated by reference herein.

The above description of the Restructuring and certain agreements entered into in connection therewith contains a summary of certain of the terms of the Restructuring and such agreements and additional terms of the Restructuring and the related agreements are described more fully in the Current Report on Form 8-K filed by the Issuer on May 18, 2020.

Except as described in this Amendment No. 2 to Schedule 13D, or as would occur upon completion of any of the matters discussed herein including the Restructuring, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

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

(a) and (b) Calculations of the percentage of Common Stock beneficially owned assumes that there are a total of 59,056,743 shares of Common Stock outstanding as of November 14, 2019 as set forth in the Issuers Quarterly Report on Form 10-Q filed on November 14, 2019.

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The aggregate number and percentage of shares of 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.

In the aggregate, the Reporting Persons hold 26,219,501 shares of Common Stock and $28,709,959 principal amount of Convertible Notes, which includes $3,709,959 PIK Principal (as defined below), which Convertible Notes are convertible into an aggregate of 3,588,744 shares of Common Stock as of the date hereof. Pursuant to the terms of the Convertible Notes, to the extent that the Issuer is unable to pay cash interest on the Convertible Notes on each interest payment date because of restrictions in the Issuers credit agreements or other debt agreements of the Issuer, an amount equal to the unpaid interest then due will be added to the principal amount of the Convertible Notes (such additional amount, the PIK Principal). The Issuer may, at any time and at its sole option, elect to prepay the entirety of aggregate then-outstanding PIK Principal, plus any accrued and unpaid interest on such PIK Principal, at any time (an Optional PIK Prepayment). Optional PIK Prepayments may be paid in cash.

As of the date hereof, (i) GSO Capital Opportunities Fund III LP holds 9,358,749 shares of Common Stock and $10,247,692 principal amount of Convertible Notes, which includes $1,324,228 PIK Principal (convertible into an aggregate of 1,280,961 shares of Common Stock), (ii) GSO CSF III Holdco LP holds 8,309,901 shares of Common Stock and $9,099,220 principal amount of Convertible Notes, which includes $1,175,820 PIK Principal (convertible into an aggregate of 1,137,402 shares of Common Stock), (iii) GSO Credit Alpha II Trading (Cayman) LP holds 802,179 shares of Common Stock and $878,378 principal amount of Convertible Notes, which includes $113,506 PIK Principal (convertible into an aggregate of 109,797 shares of Common Stock), (iv) GSO Harrington Credit Alpha Fund (Cayman) L.P. holds 133,697 shares of Common Stock and $146,398 principal amount of Convertible Notes, which includes $18,918 PIK Principal (convertible into an aggregate of 18,299 shares of Common Stock), (v) GSO Aiguille des Grands Montets Fund II LP holds 112,974 shares of Common Stock and $123,705 principal amount of Convertible Notes, which includes $15,985 PIK Principal (convertible into an aggregate 15,463 shares of Common Stock), (vi) BTO Legend Holdings (Cayman)NQ L.P. holds 7,445,474 shares of Common Stock and $8,152,673 principal amount of Convertible Notes, which includes $1,053,505 PIK Principal (convertible into an aggregate of 1,019,084 shares of Common Stock), and (vii) Blackstone Family Tactical Opportunities Investment Partnership III (Cayman)NQESC L.P. holds 56,527 shares of Common Stock and $61,894 principal amount of Convertible Notes, which includes $7,998 PIK Principal (convertible into an aggregate of 7,736 shares of Common Stock).

GSO Capital Opportunities Associates III LLC is the general partner of GSO Capital Opportunities Fund III 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. 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. GSO Harrington Credit Alpha Associates L.L.C. is the general partner of GSO Harrington Credit Alpha Fund (Cayman) L.P. GSO Capital Partners LP is the investment manager of GSO Aiguille des Grands Montets Fund II LP. GSO Holdings I L.L.C. is the sole or managing member in each of GSO Capital Opportunities Associates III LLC, GSO Capital Solutions Associates III (Delaware) LLC, GSO Credit Alpha Associates II (Delaware) LLC and GSO Harrington Credit Alpha Associates L.L.C.

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. and Blackstone Tactical Opportunities LR Associates (Cayman)NQ Ltd. are the general partners of Blackstone Tactical Opportunities Management Associates (Cayman)NQ L.P., with BTO GP NQ L.L.C. controlling Blackstone Tactical Opportunities Management Associates (Cayman)NQ L.P. with respect to all matters other than voting of securities of underlying portfolio companies, which power is held by the Class B shareholders of Blackstone Tactical Opportunities LR Associates (Cayman)NQ Ltd., who are certain senior personnel of Blackstone. BTO GPNQ L.L.C. is the general partner of Blackstone Family Tactical Opportunities Investment Partnership III (Cayman)NQESC L.P. Blackstone Holdings IV L.P. is the sole member of BTO GPNQ L.L.C. and the sole Class A shareholder of Blackstone Tactical Opportunities LR Associates (Cayman)NQ Ltd. Blackstone Holdings IV GP L.P. is the

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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. 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 sole member of GSO Advisor Holdings L.L.C. Blackstone Holdings II L.P. is the managing member of GSO Holdings I L.L.C. with respect to securities beneficially owned by the GSO Funds. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings I L.P. and Blackstone Holdings II L.P.

The Blackstone Group Inc. is the sole member of Blackstone Holdings IV GP Management L.L.C. and Blackstone Holdings I/II GP, L.L.C. Blackstone Group Management L.L.C. is the holder of the Class C common stock of The Blackstone Group Inc. Blackstone Group Management L.L.C. is wholly-owned by Blackstones senior managing directors and controlled by its founder, Stephen A. Schwarzman.

Each such Reporting Person may be deemed to beneficially own the Common Stock beneficially owned by the Blackstone Funds and/or the GSO Funds directly or indirectly controlled by it or him, but neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person (other than the Blackstone Funds and GSO Funds to the extent they directly hold Issuer securities reported herein) is the beneficial owner of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), or for any other purpose, and each of the Reporting Persons expressly disclaims beneficial ownership of such Common Stock.

The GSO Funds and Blackstone Funds have entered into a Stockholders Agreement with TCP Denim, LLC, Tengram Capital Partners Fund II, L.P., Tengram Capital Partners Gen2 Fund, L.P., Tengram Capital Associates, LLC and RG II Blocker, LLC (collectively, the Tengram Funds), as described in Item 6 of the Schedule 13D, pursuant to which, among other things, the Reporting Persons and the Tengram Funds have agreed to vote their shares of the Issuers Common Stock for two directors nominated by the Reporting Persons and two directors designated by the Tengram Funds, subject to reduction in the event that the Reporting Persons or the Tengram Funds reduce their ownership of the Issuers Common Stock, and for the Chief Executive Officer and for independent directors mutually acceptable to the Reporting Persons and the Tengram Funds.

Beneficial ownership amounts reported in this Schedule 13D exclude shares of Common Stock subject to the Stockholder Agreement held by the Tengram Funds. Given the terms of the Stockholder Agreement, as of the date hereof, each of the GSO Funds, the Blackstone Funds and the Tengram Funds and certain of their respective affiliates may be deemed to be a member of a group under Rule 13d-5 under the Exchange Act. Based on stock ownership information for the Tengram Funds as set forth in the Issuers Definitive Proxy Statement filed with the Securities and Exchange Commission on November 7, 2019, reporting beneficial ownership by the Tengram Funds of 12,821,093 shares of Common Stock, such group may be deemed to beneficially own, in the aggregate 42,629,339 shares of Common Stock, or 67.5% of the outstanding shares of Common Stock, calculated assuming conversion of the Convertible Notes and the warrants held by the Tengram Funds.

The Tengram Funds have filed a separate Schedule 13D pursuant to Rule 13d-1(k)(2) under the Act containing the required information. The Reporting Persons assume no responsibility for the information contained in such Schedule 13D filed by the Tengram Funds.

(c) None of the Reporting Persons has effected any transaction in the past 60 days in shares of Common Stock.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

The information contained in Item 4 is incorporated by reference herein, as applicable.

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Item 7. Material to Be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

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SIGNATURES

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

Dated: May 19, 2020

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