Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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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13G
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CUSIP No. 85570W100
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Page
2
of 52
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|
|
1.
|
|
Name of
reporting persons:
GSO Capital Solutions Fund II (Luxembourg) S.a
r.l.
|
2.
|
|
Check the appropriate box if a member
of a group
(a) ☐ (b) ☒
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
Luxembourg
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
11,828,156
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
11,828,156
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
11,828,156
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ☐
|
11.
|
|
Percent of class represented by amount
in Row (9):
7.4%
|
12.
|
|
Type of reporting person (see
instructions):
OO
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|
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13G
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CUSIP No. 85570W100
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Page
3
of 52
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|
1.
|
|
Name of
reporting persons:
GSO COF II Facility (Luxembourg) S.a r.l.
|
2.
|
|
Check the appropriate box if a member
of a group
(a) ☐ (b) ☒
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
Luxembourg
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
10,138,419
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
10,138,419
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
10,138,419
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ☐
|
11.
|
|
Percent of class represented by amount
in Row (9):
6.4%
|
12.
|
|
Type of reporting person (see
instructions):
OO
|
|
|
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|
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13G
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CUSIP No. 85570W100
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Page
4
of 52
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|
1.
|
|
Name of
reporting persons:
GSO Special Situations Master Fund LP
|
2.
|
|
Check the appropriate box if a member
of a group
(a) ☐ (b) ☒
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
Cayman Islands, British West Indies
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
5,643,356
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
5,643,356
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
5,643,356
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ☐
|
11.
|
|
Percent of class represented by amount
in Row (9):
3.7%
|
12.
|
|
Type of reporting person (see
instructions):
PN
|
|
|
|
|
|
|
|
13G
|
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|
CUSIP No. 85570W100
|
|
|
|
Page
5
of 52
|
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|
|
|
1.
|
|
Name of
reporting persons:
GSO Palmetto Opportunistic Investment Partners (Cayman)
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:
Cayman Islands, British West Indies
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
987,016
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
987,016
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
987,016
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ☐
|
11.
|
|
Percent of class represented by amount
in Row (9):
0.7%
|
12.
|
|
Type of reporting person (see
instructions):
PN
|
|
|
|
|
|
|
|
13G
|
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|
CUSIP No. 85570W100
|
|
|
|
Page
6
of 52
|
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|
|
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|
1.
|
|
Name of
reporting persons:
GSO Credit-A Partners (Cayman) 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:
Cayman Islands, British West Indies
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
1,398,018
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
1,398,018
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
1,398,018
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ☐
|
11.
|
|
Percent of class represented by amount
in Row (9):
0.9%
|
12.
|
|
Type of reporting person (see
instructions):
PN
|
|
|
|
|
|
|
|
13G
|
|
|
CUSIP No. 85570W100
|
|
|
|
Page
7
of 52
|
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|
1.
|
|
Name of
reporting persons:
Steamboat Credit Opportunities Master Fund LP
|
2.
|
|
Check the appropriate box if a member
of a group
(a) ☐ (b) ☒
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
Cayman Islands, British West Indies
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
64,469
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
64,469
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
64,469
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ☐
|
11.
|
|
Percent of class represented by amount
in Row (9):
Less than 0.1%
|
12.
|
|
Type of reporting person (see
instructions):
PN
|
|
|
|
|
|
|
|
13G
|
|
|
CUSIP No. 85570W100
|
|
|
|
Page
8
of 52
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
GSO Coastline Credit Partners (Cayman) 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:
Cayman Islands, British West Indies
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
254,086
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
254,086
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
254,086
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ☐
|
11.
|
|
Percent of class represented by amount
in Row (9):
0.2%
|
12.
|
|
Type of reporting person (see
instructions):
PN
|
|
|
|
|
|
|
|
13G
|
|
|
CUSIP No. 85570W100
|
|
|
|
Page
9
of 52
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
GSO Cactus Credit Opportunities Fund (Cayman) LP
|
2.
|
|
Check the appropriate box if a member
of a group
(a) ☐ (b) ☒
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
Cayman Islands, British West Indies
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
852,628
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
852,628
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
852,628
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ☐
|
11.
|
|
Percent of class represented by amount
in Row (9):
0.6%
|
12.
|
|
Type of reporting person (see
instructions):
PN
|
|
|
|
|
|
|
|
13G
|
|
|
CUSIP No. 85570W100
|
|
|
|
Page
10
of 52
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
GSO Oasis Credit Partners (Cayman) LP
|
2.
|
|
Check the appropriate box if a member
of a group
(a) ☐ (b) ☒
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
Cayman Islands, British West Indies
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
1,140,921
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
1,140,921
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
1,140,921
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ☐
|
11.
|
|
Percent of class represented by amount
in Row (9):
0.8%
|
12.
|
|
Type of reporting person (see
instructions):
PN
|
|
|
|
|
|
|
|
13G
|
|
|
CUSIP No. 85570W100
|
|
|
|
Page
11
of 52
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
GSO Aiguille des Grands Montets Fund I LP
|
2.
|
|
Check the appropriate box if a member
of a group
(a) ☐ (b) ☒
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
Ontario, Canada
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
501,424
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
501,424
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
501,424
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ☐
|
11.
|
|
Percent of class represented by amount
in Row (9):
0.3%
|
12.
|
|
Type of reporting person (see
instructions):
PN
|
|
|
|
|
|
|
|
13G
|
|
|
CUSIP No. 85570W100
|
|
|
|
Page
12
of 52
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
GSO Aiguille des Grands Montets Fund II LP
|
2.
|
|
Check the appropriate box if a member
of a group
(a) ☐ (b) ☒
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
Ontario, Canada
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
306,408
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
306,408
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
306,408
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ☐
|
11.
|
|
Percent of class represented by amount
in Row (9):
0.2%
|
12.
|
|
Type of reporting person (see
instructions):
PN
|
|
|
|
|
|
|
|
13G
|
|
|
CUSIP No. 85570W100
|
|
|
|
Page
13
of 52
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
GSO Aiguille des Grands Montets Fund III LP
|
2.
|
|
Check the appropriate box if a member
of a group
(a) ☐ (b) ☒
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
Ontario, Canada
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
306,408
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
306,408
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
306,408
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ☐
|
11.
|
|
Percent of class represented by amount
in Row (9):
0.2%
|
12.
|
|
Type of reporting person (see
instructions):
PN
|
|
|
|
|
|
|
|
13G
|
|
|
CUSIP No. 85570W100
|
|
|
|
Page
14
of 52
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
GSO Churchill Partners LP
|
2.
|
|
Check the appropriate box if a member
of a group
(a) ☐ (b) ☒
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
Cayman Islands, British West Indies
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
373,421
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
373,421
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
373,421
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ☐
|
11.
|
|
Percent of class represented by amount
in Row (9):
0.3%
|
12.
|
|
Type of reporting person (see
instructions):
PN
|
|
|
|
|
|
|
|
13G
|
|
|
CUSIP No. 85570W100
|
|
|
|
Page
15
of 52
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
GSO Capital Solutions Fund II LP
|
2.
|
|
Check the appropriate box if a member
of a group
(a) ☐ (b) ☒
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
Cayman Islands, British West Indies
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
11,828,156
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
11,828,156
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
11,828,156
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ☐
|
11.
|
|
Percent of class represented by amount
in Row (9):
7.4%
|
12.
|
|
Type of reporting person (see
instructions):
PN
|
|
|
|
|
|
|
|
13G
|
|
|
CUSIP No. 85570W100
|
|
|
|
Page
16
of 52
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
GSO Capital Solutions Associates II LP
|
2.
|
|
Check the appropriate box if a member
of a group
(a) ☐ (b) ☒
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
Cayman Islands, British West Indies
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
11,828,156
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
11,828,156
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
11,828,156
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ☐
|
11.
|
|
Percent of class represented by amount
in Row (9):
7.4%
|
12.
|
|
Type of reporting person (see
instructions):
PN
|
|
|
|
|
|
|
|
13G
|
|
|
CUSIP No. 85570W100
|
|
|
|
Page
17
of 52
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
GSO Capital Solutions Associates II (Delaware) LLC
|
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:
0
|
|
7.
|
|
Sole dispositive power:
11,828,156
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
11,828,156
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ☐
|
11.
|
|
Percent of class represented by amount
in Row (9):
7.4%
|
12.
|
|
Type of reporting person (see
instructions):
OO
|
|
|
|
|
|
|
|
13G
|
|
|
CUSIP No. 85570W100
|
|
|
|
Page
18
of 52
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
GSO Capital Solutions Associates II (Cayman) Ltd.
|
2.
|
|
Check the appropriate box if a member
of a group
(a) ☐ (b) ☒
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
Cayman Islands, British West Indies
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
11,828,156
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
0
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
11,828,156
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ☐
|
11.
|
|
Percent of class represented by amount
in Row (9):
7.4%
|
12.
|
|
Type of reporting person (see
instructions):
OO
|
|
|
|
|
|
|
|
13G
|
|
|
CUSIP No. 85570W100
|
|
|
|
Page
19
of 52
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
GSO Capital Opportunities Fund II (Luxembourg) S.a
r.l.
|
2.
|
|
Check the appropriate box if a member
of a group
(a) ☐ (b) ☒
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
Luxembourg
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
10,138,419
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
10,138,419
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
10,138,419
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ☐
|
11.
|
|
Percent of class represented by amount
in Row (9):
6.4%
|
12.
|
|
Type of reporting person (see
instructions):
OO
|
|
|
|
|
|
|
|
13G
|
|
|
CUSIP No. 85570W100
|
|
|
|
Page
20
of 52
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
GSO Capital Opportunities Fund II 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:
Cayman Islands, British West Indies
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
10,138,419
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
10,138,419
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
10,138,419
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ☐
|
11.
|
|
Percent of class represented by amount
in Row (9):
6.4%
|
12.
|
|
Type of reporting person (see
instructions):
PN
|
|
|
|
|
|
|
|
13G
|
|
|
CUSIP No. 85570W100
|
|
|
|
Page
21
of 52
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
GSO Capital Opportunities Associates II LP
|
2.
|
|
Check the appropriate box if a member
of a group
(a) ☐ (b) ☒
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
Cayman Islands, British West Indies
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
10,138,419
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
10,138,419
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
10,138,419
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ☐
|
11.
|
|
Percent of class represented by amount
in Row (9):
6.4%
|
12.
|
|
Type of reporting person (see
instructions):
PN
|
|
|
|
|
|
|
|
13G
|
|
|
CUSIP No. 85570W100
|
|
|
|
Page
22
of 52
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
GSO Capital Opportunities Associates II (Delaware)
LLC
|
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:
0
|
|
7.
|
|
Sole dispositive power:
10,138,419
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
10,138,419
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ☐
|
11.
|
|
Percent of class represented by amount
in Row (9):
6.4%
|
12.
|
|
Type of reporting person (see
instructions):
OO
|
|
|
|
|
|
|
|
13G
|
|
|
CUSIP No. 85570W100
|
|
|
|
Page
23
of 52
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
GSO Capital Opportunities Associates II (Cayman)
Ltd.
|
2.
|
|
Check the appropriate box if a member
of a group
(a) ☐ (b) ☒
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
Cayman Islands, British West Indies
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
10,138,419
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
0
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
10,138,419
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ☐
|
11.
|
|
Percent of class represented by amount
in Row (9):
6.4%
|
12.
|
|
Type of reporting person (see
instructions):
OO
|
|
|
|
|
|
|
|
13G
|
|
|
CUSIP No. 85570W100
|
|
|
|
Page
24
of 52
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
GSO Oasis Credit Associates LLC
|
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:
1,140,921
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
1,140,921
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
1,140,921
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ☐
|
11.
|
|
Percent of class represented by amount
in Row (9):
0.8%
|
12.
|
|
Type of reporting person (see
instructions):
OO
|
|
|
|
|
|
|
|
13G
|
|
|
CUSIP No. 85570W100
|
|
|
|
Page
25
of 52
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
GSO Churchill Associates LLC
|
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:
373,421
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
373,421
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
373,421
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ☐
|
11.
|
|
Percent of class represented by amount
in Row (9):
0.3%
|
12.
|
|
Type of reporting person (see
instructions):
OO
|
|
|
|
|
|
|
|
13G
|
|
|
CUSIP No. 85570W100
|
|
|
|
Page
26
of 52
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
GSO Holdings I 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:
22,339,996
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
22,339,996
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
22,339,996
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ☐
|
11.
|
|
Percent of class represented by amount
in Row (9):
13.1%
|
12.
|
|
Type of reporting person (see
instructions):
OO
|
|
|
|
|
|
|
|
13G
|
|
|
CUSIP No. 85570W100
|
|
|
|
Page
27
of 52
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
GSO Capital Partners LP
|
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:
11,539,734
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
11,539,734
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
11,539,734
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ☐
|
11.
|
|
Percent of class represented by amount
in Row (9):
7.2%
|
12.
|
|
Type of reporting person (see
instructions):
PN
|
|
|
|
|
|
|
|
13G
|
|
|
CUSIP No. 85570W100
|
|
|
|
Page
28
of 52
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
GSO Advisor 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:
11,539,734
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
11,539,734
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
11,539,734
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ☐
|
11.
|
|
Percent of class represented by amount
in Row (9):
7.2%
|
12.
|
|
Type of reporting person (see
instructions):
OO
|
|
|
|
|
|
|
|
13G
|
|
|
CUSIP No. 85570W100
|
|
|
|
Page
29
of 52
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
Blackstone 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:
11,539,734
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
11,539,734
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
11,539,734
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ☐
|
11.
|
|
Percent of class represented by amount
in Row (9):
7.2%
|
12.
|
|
Type of reporting person (see
instructions):
PN
|
|
|
|
|
|
|
|
13G
|
|
|
CUSIP No. 85570W100
|
|
|
|
Page
30
of 52
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
Blackstone Holdings II 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:
22,339,996
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
22,339,996
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
22,339,996
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ☐
|
11.
|
|
Percent of class represented by amount
in Row (9):
13.1%
|
12.
|
|
Type of reporting person (see
instructions):
PN
|
|
|
|
|
|
|
|
13G
|
|
|
CUSIP No. 85570W100
|
|
|
|
Page
31
of 52
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
Blackstone Holdings I/II 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:
33,879,730
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
33,879,730
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
33,879,730
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ☐
|
11.
|
|
Percent of class represented by amount
in Row (9):
18.6%
|
12.
|
|
Type of reporting person (see
instructions):
CO
|
|
|
|
|
|
|
|
13G
|
|
|
CUSIP No. 85570W100
|
|
|
|
Page
32
of 52
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
The Blackstone Group 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:
33,879,730
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
33,879,730
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
33,879,730
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ☐
|
11.
|
|
Percent of class represented by amount
in Row (9):
18.6%
|
12.
|
|
Type of reporting person (see
instructions):
PN
|
|
|
|
|
|
|
|
13G
|
|
|
CUSIP No. 85570W100
|
|
|
|
Page
33
of 52
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
Blackstone 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:
33,879,730
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
33,879,730
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
33,879,730
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ☐
|
11.
|
|
Percent of class represented by amount
in Row (9):
18.6%
|
12.
|
|
Type of reporting person (see
instructions):
OO
|
|
|
|
|
|
|
|
13G
|
|
|
CUSIP No. 85570W100
|
|
|
|
Page
34
of 52
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
Stephen A. Schwarzman
|
2.
|
|
Check the appropriate box if a member
of a group
(a) ☐ (b) ☒
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
United States
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
33,879,730
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
33,879,730
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
33,879,730
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ☐
|
11.
|
|
Percent of class represented by amount
in Row (9):
18.6%
|
12.
|
|
Type of reporting person (see
instructions):
IN
|
|
|
|
|
|
|
|
13G
|
|
|
CUSIP No. 85570W100
|
|
|
|
Page
35
of 52
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
Bennett J. Goodman
|
2.
|
|
Check the appropriate box if a member
of a group
(a) ☐ (b) ☒
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
United States
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
0
|
|
6.
|
|
Shared voting power:
33,879,730
|
|
7.
|
|
Sole dispositive power:
0
|
|
8.
|
|
Shared dispositive power:
33,879,730
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
33,879,730
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ☐
|
11.
|
|
Percent of class represented by amount
in Row (9):
18.6%
|
12.
|
|
Type of reporting person (see
instructions):
IN
|
|
|
|
|
|
|
|
13G
|
|
|
CUSIP No. 85570W100
|
|
|
|
Page
36
of 52
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
J. Albert Smith III
|
2.
|
|
Check the appropriate box if a member
of a group
(a) ☐ (b) ☒
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
United States
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
0
|
|
6.
|
|
Shared voting power:
33,879,730
|
|
7.
|
|
Sole dispositive power:
0
|
|
8.
|
|
Shared dispositive power:
33,879,730
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
33,879,730
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ☐
|
11.
|
|
Percent of class represented by amount
in Row (9):
18.6%
|
12.
|
|
Type of reporting person (see
instructions):
IN
|
EXPLANATORY NOTE
This Amendment No. 3 amends the statement on Schedule 13G originally filed by certain of the Reporting Persons on February 16, 2016, as amended by
Amendment No. 1 to the Schedule 13G filed on February 14, 2017 and Amendment No. 2 to the Schedule 13G filed on February 14, 2018 (as so amended, the Schedule 13G). The Schedule 13G is being amended to add GSO COF II
Facility (Luxembourg) S.a r.l. as a filing person in connection with an internal reorganization on April 20, 2018 by which the convertible preferred shares held by GSO Capital Opportunities Fund II (Luxembourg) S.a r.l. were transferred to GSO
COF II Facility (Luxembourg) S.a r.l., its wholly-owned subsidiary.
|
|
|
|
|
|
|
Item 1.
|
|
(a)
|
|
Name of Issuer
|
|
|
|
|
|
|
|
The Stars Group Inc. (the Company)
|
|
|
|
|
|
(b)
|
|
Address of Issuers Principal Executive Offices:
|
|
|
|
|
|
|
|
200 Bay Street
South Tower, Suite 3205
Toronto, Ontario, Canada
M5J 2J3
|
|
|
|
Item 2(a).
|
|
|
|
Name of Person Filing
|
|
|
|
Item 2(b).
|
|
|
|
Address of Principal Business Office
|
|
|
|
Item 2(c).
|
|
|
|
Citizenship
|
|
|
|
|
|
|
|
|
(i)
|
|
GSO Capital Solutions Fund II (Luxembourg) S.a r.l.
16 avenue Pasteur
L-2310
Luxembourg
Citizenship: Luxembourg
|
|
|
|
|
|
|
|
|
(ii)
|
|
GSO COF II Facility (Luxembourg) S.a r.l.
9, Allée Scheffer,
L-2520
Luxembourg
Citizenship: Luxembourg
|
|
|
|
|
|
|
|
|
(iii)
|
|
GSO Special Situations Master Fund LP
c/o GSO Capital Partners LP
345 Park Avenue
New York, NY 10154
Citizenship: Cayman Islands, British West Indies
|
|
|
|
|
|
|
|
|
(iv)
|
|
GSO Palmetto Opportunistic Investment Partners (Cayman) L.P.
c/o GSO Capital Partners LP
345 Park Avenue
New York, NY 10154
Citizenship: Cayman Islands, British West Indies
|
|
|
|
|
|
|
|
|
|
|
|
(v)
|
|
GSO Credit-A Partners (Cayman) L.P.
c/o GSO
Capital Partners LP
345 Park Avenue
New York, NY 10154
Citizenship: Cayman Islands, British West Indies
|
|
|
|
|
|
|
|
|
(vi)
|
|
Steamboat Credit Opportunities Master Fund LP
c/o GSO Capital Partners LP
345 Park Avenue
New York, NY 10154
Citizenship: Cayman Islands, British West
Indies
|
|
|
|
|
|
|
|
|
(vii)
|
|
GSO Coastline Credit Partners (Cayman) L.P.
c/o
GSO Capital Partners LP
345 Park Avenue
New York, NY
10154
Citizenship: Cayman Islands, British West Indies
|
|
|
|
|
|
|
|
|
(viii)
|
|
GSO Cactus Credit Opportunities Fund (Cayman) LP
c/o GSO Capital Partners LP
345 Park Avenue
New York, NY 10154
Citizenship: Cayman Islands, British West
Indies
|
|
|
|
|
|
|
|
|
(ix)
|
|
GSO Oasis Credit Partners (Cayman) LP
c/o GSO
Capital Partners LP
345 Park Avenue
New York, NY 10154
Citizenship: Cayman Islands, British West Indies
|
|
|
|
|
|
|
|
|
(x)
|
|
GSO Aiguille des Grands Montets Fund I LP
c/o
GSO Capital Partners LP
345 Park Avenue
New York, NY
10154
Citizenship: Ontario, Canada
|
|
|
|
|
|
|
|
|
(xi)
|
|
GSO Aiguille des Grands Montets Fund II LP
c/o
GSO Capital Partners LP
345 Park Avenue
New York, NY
10154
Citizenship: Ontario, Canada
|
|
|
|
|
|
|
|
|
(xii)
|
|
GSO Aiguille des Grands Montets Fund III LP
c/o
GSO Capital Partners LP
345 Park Avenue
New York, NY
10154
Citizenship: Ontario, Canada
|
|
|
|
|
|
|
|
|
|
|
|
(xiii)
|
|
GSO Churchill Partners LP
c/o GSO Capital
Partners LP
345 Park Avenue
New York, NY 10154
Citizenship: Cayman Islands, British West Indies
|
|
|
|
|
|
|
|
|
(xiv)
|
|
GSO Capital Solutions Fund II LP
c/o GSO
Capital Partners LP
345 Park Avenue
New York, NY 10154
Citizenship: Cayman Islands, British West Indies
|
|
|
|
|
|
|
|
|
(xv)
|
|
GSO Capital Solutions Associates II LP
c/o GSO
Capital Partners LP
345 Park Avenue
New York, NY 10154
Citizenship: Cayman Islands, British West Indies
|
|
|
|
|
|
|
|
|
(xvi)
|
|
GSO Capital Solutions Associates II (Delaware) LLC
c/o GSO Capital Partners LP
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
|
|
|
|
|
|
|
|
|
(xvii)
|
|
GSO Capital Solutions Associates II (Cayman) Ltd.
c/o GSO Capital Partners LP
345 Park Avenue
New York, NY 10154
Citizenship: Cayman Islands, British West
Indies
|
|
|
|
|
|
|
|
|
(xviii)
|
|
GSO Capital Opportunities Fund II (Luxembourg) S.a r.l.
16 avenue Pasteur
L-2310
Luxembourg
Citizenship: Luxembourg
|
|
|
|
|
|
|
|
|
(xix)
|
|
GSO Capital Opportunities Fund II L.P.
c/o GSO
Capital Partners LP
345 Park Avenue
New York, NY 10154
Citizenship: Cayman Islands, British West Indies
|
|
|
|
|
|
|
|
|
(xx)
|
|
GSO Capital Opportunities Associates II LP
c/o
GSO Capital Partners LP
345 Park Avenue
New York, NY
10154
Citizenship: Cayman Islands, British West Indies
|
|
|
|
|
|
|
|
|
|
|
|
(xxi)
|
|
GSO Capital Opportunities Associates II (Delaware) LLC
c/o GSO Capital Partners LP
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
|
|
|
|
|
|
|
|
|
(xxii)
|
|
GSO Capital Opportunities Associates II (Cayman) Ltd.
c/o GSO Capital Partners LP
345 Park Avenue
New York, NY 10154
Citizenship: Cayman Islands, British West
Indies
|
|
|
|
|
|
|
|
|
(xxiii)
|
|
GSO Oasis Credit Associates LLC
c/o GSO Capital
Partners LP
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
|
|
|
|
|
|
|
|
|
(xxiv)
|
|
GSO Churchill Associates LLC
c/o GSO Capital
Partners LP
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
|
|
|
|
|
|
|
|
|
(xxv)
|
|
GSO Holdings I L.L.C.
c/o GSO Capital Partners
LP
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
|
|
|
|
|
|
|
|
|
(xxvi)
|
|
GSO Capital Partners LP
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
|
|
|
|
|
|
|
|
|
(xxvii)
|
|
GSO Advisor Holdings L.L.C.
c/o GSO Capital
Partners LP
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
|
|
|
|
|
|
|
|
|
(xxviii)
|
|
Blackstone Holdings I L.P.
c/o The Blackstone
Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
|
|
|
|
|
|
|
|
|
|
|
|
(xxix)
|
|
Blackstone Holdings II L.P.
c/o The Blackstone
Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
|
|
|
|
|
|
|
|
|
(xxx)
|
|
Blackstone Holdings I/II GP Inc.
c/o The
Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
|
|
|
|
|
|
|
|
|
(xxxi)
|
|
The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
|
|
|
|
|
|
|
|
|
(xxxii)
|
|
Blackstone Group Management L.L.C.
c/o The
Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
|
|
|
|
|
|
|
|
|
(xxxiii)
|
|
Stephen A. Schwarzman
c/o The Blackstone Group
L.P.
345 Park Avenue
New York, NY 10154
Citizenship: United States
|
|
|
|
|
|
|
|
|
(xxxiv)
|
|
Bennett J. Goodman
c/o GSO Capital Partners
LP
345 Park Avenue
New York, NY 10154
Citizenship: United States
|
|
|
|
|
|
|
|
|
(xxxv)
|
|
J. Albert Smith III
c/o GSO Capital Partners
LP
345 Park Avenue
New York, NY 10154
Citizenship: United States
|
The foregoing persons are hereinafter sometimes collectively referred to as the Reporting Persons.
GSO Capital Solutions Fund II (Luxembourg) S.a r.l., GSO COF II Facility (Luxembourg) S.a r.l., GSO Special Situations Master Fund LP, GSO Palmetto
Opportunistic Investment Partners (Cayman) L.P., GSO
Credit-A
Partners (Cayman) L.P., Steamboat Credit Opportunities Master Fund LP, GSO Coastline Credit Partners (Cayman) L.P., GSO Cactus Credit Opportunities
Fund (Cayman) LP, GSO Oasis Credit Partners (Cayman) LP, GSO Aiguille des Grands Montets Fund I LP, GSO Aiguille des Grands Montets Fund II LP, GSO Aiguille des Grands Montets Fund III LP and GSO Churchill Partners LP (collectively, the GSO
Funds) directly hold the securities reported herein.
GSO Capital Solutions Fund II LP is the sole shareholder of GSO Capital Solutions Fund II (Luxembourg) S.a r.l.
GSO Capital Solutions Associates II LP is the general partner of GSO Capital Solutions Fund II LP. The general partners of GSO Capital Solutions Associates II LP are GSO Capital Solutions Associates II (Delaware) LLC and GSO Capital Solutions
Associates II (Cayman) Ltd. GSO Capital Opportunities Fund II (Luxembourg) S.a r.l. is the sole shareholder of GSO COF II Facility (Luxembourg) S.a r.l. GSO Capital Opportunities Fund II L.P. is the sole shareholder of GSO Capital Opportunities Fund
II (Luxembourg) S.a r.l. GSO Capital Opportunities Associates II LP is the general partner of GSO Capital Opportunities Fund II L.P. The general partners of GSO Capital Opportunities Associates II LP are GSO Capital Opportunities Associates II
(Delaware) LLC and GSO Capital Opportunities Associates II (Cayman) Ltd. GSO Oasis Credit Associates LLC is the general partner of GSO Oasis Credit Partners (Cayman) LP. GSO Churchill Associates LLC is the general partner of GSO Churchill Partners
LP. GSO Holdings I L.L.C. is the managing member of each of GSO Capital Solutions Associates II (Delaware) LLC, GSO Capital Opportunities Associates II (Delaware) LLC and GSO Churchill Associates LLC and a shareholder of each of GSO Capital
Solutions Associates II (Cayman) Ltd. and GSO Capital Opportunities Associates II (Cayman) Ltd. Blackstone Holdings II L.P. is the managing member of GSO Holdings I L.L.C. with respect to shares beneficially owned by GSO Capital Solutions Associates
II (Delaware) LLC, GSO Capital Opportunities Associates II (Delaware) LLC and GSO Churchill Associates LLC.
GSO Capital Partners LP is the investment
manager or advisor of each of GSO Special Situations Master Fund LP, GSO Palmetto Opportunistic Investment Partners (Cayman) L.P., GSO
Credit-A
Partners (Cayman) L.P., Steamboat Credit Opportunities Master
Fund LP, GSO Coastline Credit Partners (Cayman) L.P., GSO Cactus Credit Opportunities Fund (Cayman) LP, GSO Oasis Credit Partners (Cayman) LP, GSO Aiguille des Grands Montets Fund I LP, GSO Aiguille des Grands Montets Fund II LP and GSO Aiguille des
Grands Montets Fund III LP. GSO Advisor Holdings L.L.C. is a special limited partner of GSO Capital Partners LP with 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. 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. Blackstone Group Management L.L.C. is the general partner of The Blackstone Group L.P. Blackstone Group Management L.L.C. is controlled by Stephen A. Schwarzman, one of its founders. Each of Bennett J. Goodman and J. Albert Smith III is
an executive of GSO Capital Partners LP.
In addition, each of Bennett J. Goodman and J. Albert Smith III may be deemed to have shared voting power and/or
investment power with respect to the Common Shares held by the GSO Funds.
Each Reporting Person expressly disclaims any assertion or presumption that it
and the other persons on whose behalf this statement is filed or who are otherwise party to the Joint Filing Agreement (as filed hereto as Exhibit 1) constitute a group for the purposes of Sections 13(d) and 13(g) of the Act and the
rules thereunder. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a group for the purposes of Sections 13(d) and 13(g) of the Act.
|
|
|
|
|
Item 2(d).
|
|
|
|
Title of Class of Securities:
|
|
|
|
|
|
|
|
Common Shares (the Common Shares)
|
|
|
|
Item 2(e).
|
|
|
|
CUSIP Number:
85570W100
|
|
|
|
Item 3.
|
|
|
|
If this statement is filed pursuant to Rule
13d-1(b),
or
13d-2(b)
or (c), check whether the person filing is a:
|
|
|
|
|
|
|
|
Not applicable.
|
|
|
|
Item 4.
|
|
|
|
Ownership.
|
|
|
|
|
|
(a)
|
|
Amount beneficially owned:
|
Each of the Reporting Persons may be deemed to be the beneficial owner of the shares listed on such Reporting
Persons respective reporting page.
As of April 20, 2018, (i) GSO Capital Solutions Fund II (Luxembourg) S.a r.l.. directly held 227,871
convertible preferred shares of the Issuer (Preferred Shares) convertible into 11,828,156 Common Shares, (ii) GSO COF II Facility (Luxembourg) S.a r.l. directly held 195,318 Preferred Shares convertible into 10,138,419 Common
Shares, (iii) GSO Special Situations Master Fund LP directly held 108,720 Preferred Shares convertible into 5,643,356 Common Shares, (iv) GSO Palmetto Opportunistic Investment Partners (Cayman) L.P. directly held 19,015 Preferred Shares
convertible into 987,016 Common Shares, (v) GSO
Credit-A
Partners (Cayman) L.P. directly held 26,933 Preferred Shares convertible into 1,398,018 Common Shares, (vi) Steamboat Credit Opportunities
Master Fund LP directly held 1,242 Preferred Shares convertible into 64,469 Common Shares, (vii) GSO Coastline Credit Partners (Cayman) L.P. directly held 4,895 Preferred Shares convertible into 254,086 Common Shares, (viii) GSO Cactus
Credit Opportunities Fund (Cayman) LP directly held 16,426 Preferred Shares convertible into 852,628 Common Shares, (ix) GSO Oasis Credit Partners (Cayman) LP directly held 21,980 Preferred Shares convertible into 1,140,921 Common Shares,
(x) GSO Aiguille des Grands Montets Fund I LP directly held 9,660 Preferred Shares convertible into 501,424 Common Shares, (xi) GSO Aiguille des Grands Montets Fund II LP directly held 5,903 Preferred Shares convertible into 306,408 Common
Shares, (xii) GSO Aiguille des Grands Montets Fund III LP directly held 5,903 Preferred Shares convertible into 306,408 Common Shares, and (xiii) GSO Churchill Partners LP directly held 7,194 Preferred Shares convertible into 373,421
Common Shares.
Pursuant to an agreement, dated April 17, 2018, with a former consultant to the Company, in connection with such former
consultants relationship with GSO Capital Partners LP, such former consultant granted GSO Capital Partners LP the sole right to direct his exercise of interests and rights in 85,000 vested options to purchase Common Shares previously granted
to such former consultant in connection with services provided to the Company, and, as a result, such Common Shares are included herein as beneficially owned by GSO Capital Partners LP and certain other Reporting Persons.
Each of GSO Capital Partners LP and the GSO Funds has agreed to undertake in favor of the Toronto Stock Exchange (the TSX Undertaking), not to
convert (or in the case of GSO Capital Partners LP, not to cause any GSO Fund to convert, as long as GSO has control or direction over the Preferred Shares held by such GSO Fund), any Preferred Shares if such conversion would cause the Reporting
Persons, directly or indirectly, to receive a number of securities resulting in the Reporting Persons owning 20% or more of the voting rights attached to the Issuers securities at the time of the conversion, including any securities held by
parties acting jointly or in concert with the Reporting Persons, except in connection with certain permitted transactions (such as with the prior approval of the Toronto Stock Exchange, in the context of any transaction where substantially
concurrently with such conversion (or promptly thereafter) the applicable Reporting Person sells or transfers the Common Shares received as a result of such conversion to a third party not being GSO Capital Partners LP or any funds or accounts
managed or advised by GSO Capital Partners LP) and certain extraordinary corporate transactions identified therein. The Reporting Persons disclaim beneficial ownership of any and all Common Shares issuable upon any conversion of the Preferred Shares
if such conversion would cause the Reporting Persons aggregate beneficial ownership to exceed or remain above 20%.
The Preferred Shares held by the
Reporting Persons are collectively convertible into 33,794,730 Common Shares, with respect to which the Reporting Persons may only exercise such conversion rights in accordance with the restrictions under the TSX Undertaking as described above if
such number of Common Shares were to exceed the limitation described therein.
Calculations of the percentage of Common Shares beneficially owned
assumes that there are a total of 148,620,876 Common Shares outstanding as of April 9, 2018 as reported in the Companys Notice of Annual and Special Meeting of Shareholders and Management Information Circular dated April 10, 2018
filed with the System for Electronic Document Analysis and Retrieval (SEDAR), and takes into account the number of Preferred Shares and options to purchase Common Shares that may be deemed to be beneficially owned by the Reporting Persons, as
applicable. Based on this number of outstanding Common Shares, each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of shares of the total number of outstanding Common Shares as listed on such Reporting
Persons respective reporting page.
|
(c)
|
Number of Shares as to which the Reporting Person has:
|
|
(i)
|
Sole power to vote or to direct the vote:
|
See Item 5 of each cover page.
|
(ii)
|
Shared power to vote or to direct the vote:
|
See Item 6 of each cover page.
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
See Item 7 of each cover page.
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
See Item 8 of each cover page.
Item 5.
|
Ownership of Five Percent or Less of a Class
|
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐
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.
Not applicable.
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.
Dated: May 1, 2018
|
|
|
GSO CAPITAL SOLUTIONS FUND II
(LUXEMBOURG) S.A R.L.
|
|
|
|
|
By: GSO Capital Partners LP, its Investment Advisor
|
|
|
By:
|
|
/s/ Marisa Beeney
|
Name:
|
|
Marisa Beeney
|
Title:
|
|
Authorized Signatory
|
|
GSO COF II FACILITY (LUXEMBOURG) S.A R.L.
|
|
|
|
|
By: GSO Capital Partners LP, its Investment Advisor
|
|
|
By:
|
|
/s/ Marisa Beeney
|
Name:
|
|
Marisa Beeney
|
Title:
|
|
Authorized Signatory
|
|
GSO SPECIAL SITUATIONS MASTER FUND LP
|
|
|
|
|
By: GSO Capital Partners LP, its Investment Advisor
|
|
|
By:
|
|
/s/ Marisa Beeney
|
Name:
|
|
Marisa Beeney
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Title:
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Authorized Signatory
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GSO PALMETTO OPPORTUNISTIC INVESTMENT PARTNERS (CAYMAN) L.P.
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By: GSO Capital Partners LP, its Investment Manager
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By:
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/s/ Marisa Beeney
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Name:
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Marisa Beeney
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Title:
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Authorized Signatory
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[The Stars Group Inc. Schedule 13G/A]
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GSO
CREDIT-A
PARTNERS (CAYMAN) L.P.
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By: GSO Capital Partners LP, its Investment Manager
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By:
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/s/ Marisa Beeney
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Name:
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Marisa Beeney
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Title:
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Authorized Signatory
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STEAMBOAT CREDIT OPPORTUNITIES MASTER FUND LP
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By: GSO Capital Partners LP, its Investment Manager
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By:
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/s/ Marisa Beeney
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Name:
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Marisa Beeney
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Title:
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Authorized Signatory
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GSO COASTLINE CREDIT PARTNERS (CAYMAN) L.P.
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By: GSO Capital Partners LP, its Investment Manager
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By:
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/s/ Marisa Beeney
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Name:
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Marisa Beeney
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Title:
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Authorized Signatory
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GSO CACTUS CREDIT OPPORTUNITIES FUND (CAYMAN) LP
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By: GSO Capital Partners LP, its Investment Manager
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By:
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/s/ Marisa Beeney
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Name:
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Marisa Beeney
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Title:
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Authorized Signatory
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GSO OASIS CREDIT PARTNERS (CAYMAN) LP
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By: GSO Capital Partners LP, its Investment Manager
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By:
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/s/ Marisa Beeney
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Name:
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Marisa Beeney
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Title:
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Authorized Signatory
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[The Stars Group Inc. Schedule 13G/A]
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GSO AIGUILLE DES GRANDS MONTETS FUND I LP
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By: GSO Capital Partners LP as
Attorney-in-Fact
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By:
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/s/ Marisa Beeney
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Name:
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Marisa Beeney
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Title:
|
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Authorized Signatory
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|
GSO AIGUILLE DES GRANDS MONTETS FUND II LP
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By: GSO Capital Partners LP as
Attorney-in-Fact
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By:
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/s/ Marisa Beeney
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Name:
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Marisa Beeney
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Title:
|
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Authorized Signatory
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|
GSO AIGUILLE DES GRANDS MONTETS FUND III LP
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By: GSO Capital Partners LP as
Attorney-in-Fact
|
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By:
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/s/ Marisa Beeney
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Name:
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Marisa Beeney
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Title:
|
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Authorized Signatory
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GSO CHURCHILL PARTNERS LP
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By: GSO Capital Partners LP, its Investment Advisor
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By:
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/s/ Marisa Beeney
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Name:
|
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Marisa Beeney
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Title:
|
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Authorized Signatory
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[The Stars Group Inc. Schedule 13G/A]
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GSO CAPITAL SOLUTIONS FUND II LP
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By: GSO Capital Solutions Associates II LP, as its general partner
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By: GSO Capital Solutions Associates II (Delaware) LLC, as its general partner
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By:
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/s/ Marisa Beeney
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Name:
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Marisa Beeney
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Title:
|
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Authorized Signatory
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GSO CAPITAL SOLUTIONS ASSOCIATES II LP
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By: GSO Capital Solutions Associates II (Delaware) LLC, as its general partner
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By:
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/s/ Marisa Beeney
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Name:
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Marisa Beeney
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Title:
|
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Authorized Signatory
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GSO CAPITAL SOLUTIONS ASSOCIATES II (DELAWARE) LLC
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By:
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/s/ Marisa Beeney
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Name:
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Marisa Beeney
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Title:
|
|
Authorized Signatory
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GSO CAPITAL SOLUTIONS ASSOCIATES II (CAYMAN) LTD.
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By:
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/s/ Marisa Beeney
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Name:
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Marisa Beeney
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Title:
|
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Authorized Signatory
|
|
GSO CAPITAL OPPORTUNITIES FUND II (LUXEMBOURG) S.A R.L.
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By: GSO Capital Partners LP, its Investment Advisor
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By:
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/s/ Marisa Beeney
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Name:
|
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Marisa Beeney
|
Title:
|
|
Authorized Signatory
|
[The Stars Group Inc. Schedule 13G/A]
|
|
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GSO CAPITAL OPPORTUNITIES FUND II L.P.
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By: GSO Capital Opportunities Associates II LP, as its general partner
|
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By: GSO Capital Opportunities Associates II (Delaware) LLC, as its general partner
|
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By:
|
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/s/ Marisa Beeney
|
Name:
|
|
Marisa Beeney
|
Title:
|
|
Authorized Signatory
|
|
GSO CAPITAL OPPORTUNITIES ASSOCIATES II LP
|
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By: GSO Capital Opportunities Associates II (Delaware) LLC, as its general partner
|
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By:
|
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/s/ Marisa
Beeney
|
Name:
|
|
Marisa Beeney
|
Title:
|
|
Authorized Signatory
|
|
GSO CAPITAL OPPORTUNITIES ASSOCIATES II (DELAWARE) LLC
|
|
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By:
|
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/s/ Marisa Beeney
|
Name:
|
|
Marisa Beeney
|
Title:
|
|
Authorized Signatory
|
|
GSO CAPITAL OPPORTUNITIES ASSOCIATES II (CAYMAN) LTD.
|
|
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By:
|
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/s/ Marisa Beeney
|
Name:
|
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Marisa Beeney
|
Title:
|
|
Authorized Signatory
|
|
GSO OASIS CREDIT ASSOCIATES LLC
|
|
|
By:
|
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/s/ Marisa Beeney
|
Name:
|
|
Marisa Beeney
|
Title:
|
|
Authorized Signatory
|
|
GSO CHURCHILL ASSOCIATES LLC
|
|
|
By:
|
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/s/ Marisa Beeney
|
Name:
|
|
Marisa Beeney
|
Title:
|
|
Authorized Signatory
|
[The Stars Group Inc. Schedule 13G/A]
|
|
|
GSO HOLDINGS I L.L.C.
|
|
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By:
|
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/s/ John G. Finley
|
Name:
|
|
John G. Finley
|
Title:
|
|
Chief Legal Officer
|
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GSO CAPITAL PARTNERS LP
|
|
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By:
|
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/s/ Marisa Beeney
|
Name:
|
|
Marisa Beeney
|
Title:
|
|
Authorized Signatory
|
|
GSO ADVISOR HOLDINGS L.L.C.
|
By: Blackstone Holdings I L.P., its sole member
|
By: Blackstone Holdings I/II GP Inc., its general partner
|
|
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By:
|
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/s/ John G. Finley
|
Name:
|
|
John G. Finley
|
Title:
|
|
Chief Legal Officer
|
|
BLACKSTONE HOLDINGS I L.P.
|
By: Blackstone Holdings I/II GP Inc., its general partner
|
|
|
By:
|
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/s/ John G. Finley
|
Name: John G. Finley
|
Title:
|
|
Chief Legal Officer
|
|
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
|
|
BLACKSTONE HOLDINGS I/II GP INC.
|
|
|
By:
|
|
/s/ John G. Finley
|
Name:
|
|
John G. Finley
|
Title:
|
|
Chief Legal Officer
|
[The Stars Group Inc. Schedule 13G/A]
|
|
|
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
|
|
BLACKSTONE GROUP MANAGEMENT L.L.C.
|
|
|
By:
|
|
/s/ John G. Finley
|
Name:
|
|
John G. Finley
|
Title:
|
|
Chief Legal Officer
|
|
STEPHEN A. SCHWARZMAN
|
|
|
By:
|
|
/s/ Stephen A. Schwarzman
|
Name:
|
|
Stephen A. Schwarzman
|
|
BENNETT J. GOODMAN
|
|
|
By:
|
|
/s/ Marisa Beeney
|
Name:
|
|
Marisa Beeney
|
Title:
|
|
Attorney-in-Fact
|
|
J. ALBERT SMITH III
|
|
|
By:
|
|
/s/ Marisa Beeney
|
Name:
|
|
Marisa Beeney
|
Title:
|
|
Attorney-in-Fact
|
[The Stars Group Inc. Schedule 13G/A]
EXHIBIT LIST
|
|
|
Exhibit 1
|
|
Joint Filing Agreement, dated as of May 1, 2018, by and among GSO Capital Solutions Fund II (Luxembourg) S.a r.l., GSO COF II Facility (Luxembourg) S.a r.l., GSO Special Situations Master Fund LP, GSO Palmetto Opportunistic
Investment Partners (Cayman) L.P., GSO
Credit-A
Partners (Cayman) L.P., Steamboat Credit Opportunities Master Fund LP, GSO Coastline Credit Partners (Cayman) L.P., GSO Cactus Credit Opportunities Fund (Cayman)
LP, GSO Oasis Credit Partners (Cayman) LP, GSO Aiguille des Grands Montets Fund I LP, GSO Aiguille des Grands Montets Fund II LP, GSO Aiguille des Grands Montets Fund III LP, GSO Churchill Partners LP, GSO Capital Solutions Fund II LP, GSO Capital
Solutions Associates II LP, GSO Capital Solutions Associates II (Delaware) LLC, GSO Capital Solutions Associates II (Cayman) Ltd., GSO Capital Opportunities Fund II (Luxembourg) S.a r.l., GSO Capital Opportunities Fund II L.P., GSO Capital
Opportunities Associates II LP, GSO Capital Opportunities Associates II (Delaware) LLC, GSO Capital Opportunities Associates II (Cayman) Ltd., GSO Oasis Credit Associates LLC, GSO Churchill Associates LLC, GSO Holdings I L.L.C., GSO Capital Partners
LP, GSO Advisor Holdings L.L.C., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings I/II GP Inc., The Blackstone Group L.P., Blackstone Group Management L.L.C., Stephen A. Schwarzman, Bennett J. Goodman and J. Albert Smith
III.
|
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Exhibit 2
|
|
Power of Attorney, dated June 8, 2010, granted by Bennett J. Goodman in favor of Marisa Beeney (previously filed).
|
|
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Exhibit 3
|
|
Power of Attorney, dated June 8, 2010, granted by J. Albert Smith in favor of Marisa Beeney (previously filed).
|