As filed with the Securities and Exchange Commission on March 1, 2010.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
The Blackstone Group L.P.
(Exact name of registrant as specified in its charter)
| Delaware | 20-8875684 | |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
345 Park Avenue
New York, New York 10154
Telephone: (212) 583-5000
(Address, including zip code, and telephone number, including area code, of principal executive offices)
The Blackstone Group L.P. 2007 Equity Incentive Plan
(Full Title of the Plan)
Robert L. Friedman
Chief Legal Officer
The Blackstone Group L.P.
345 Park Avenue
New York, New York 10154
Telephone: (212) 583-5000
(Name and address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Joshua Ford Bonnie
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017-3954
Telephone: (212) 455-2000
Facsimile: (212) 455-2502
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
|
Large accelerated filer þ |
Accelerated filer ¨ | Non-accelerated filer ¨ | Smaller reporting company ¨ | |||
| (Do not check if a smaller reporting company) |
CALCULATION OF REGISTRATION FEE
|
Title of securities to be registered |
Amount to be
registered(1) |
Proposed maximum
Unit(2) |
Proposed maximum
aggregate offering price(2) |
Amount of
registration fee |
||||
|
Common Units Representing Limited Partner Interests |
9,556,468 Common Units |
$13.72 | $131,066,958.62 | $9,345.07 | ||||
| (1) | Covers common units representing limited partner interests in The Blackstone Group L.P. (“Common Units”) under The Blackstone Group L.P. 2007 Equity Incentive Plan (the “Plan”) and, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), an indeterminate amount of additional Common Units that may be offered and issued under the Plan to prevent dilution resulting from unit splits, unit distributions or similar transactions. |
| (2) | Calculated pursuant to Rule 457(h)(1) and Rule 457(c) under the Securities Act based on a price of $13.72 per Common Unit, which is the average of the high and low price per Common Unit as reported by The New York Stock Exchange on February 22, 2010. |
EXPLANATORY NOTE
This Registration Statement on Form S–8 is being filed for the purpose of registering an additional 9,556,468 Common Units of The Blackstone Group L.P. (the “Partnership”) reserved for issuance under The Blackstone Group L.P. 2007 Equity Incentive Plan (the “Plan”). These additional Common Units are additional securities of the same class as other securities for which an original registration statement (File No. 333-143948) on Form S-8 was filed with the Securities and Exchange Commission (the “Commission”) on June 21, 2007 and an additional registration statement (File No. 333-157635) was filed with the Commission on March 2, 2009. These additional Common Units have become reserved for issuance as a result of the operation of the “evergreen” provision of the Plan, which provides that the total number of units subject to the Plan will be increased on the first day of each fiscal year pursuant to a specified formula.
Pursuant to General Instruction E to Form S-8, the contents of such earlier registration statement are incorporated by reference into this Registration Statement, except that the provisions contained in Part II of such earlier registration
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following document filed with the Commission by the Partnership pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is hereby incorporated by reference in this Registration Statement:
| (a) | The Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed on February 26, 2010; and |
| (b) | Registration Statement on Form 8-A for registration of the common units pursuant to Section 12(b) of the Exchange Act, filed on June 19, 2007. |
All documents that the Partnership subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
| Item 6. | Indemnification of Directors and Officers. |
Under the Amended and Restated Agreement of Limited Partnership of the Partnership, as amended, in most circumstances the Partnership will indemnify the following persons, to the fullest extent permitted by law, from and against all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts: the Partnership’s general partner; any departing general partner; any person who is or was an affiliate of a general partner or any departing general partner; any person who is or was a member, partner, tax matters partner, officer, director, employee, agent, fiduciary or trustee of the Partnership or its subsidiaries, the general partner or any departing general partner or any affiliate of the Partnership or its subsidiaries, the general partner or any departing general partner; any person who is or was serving at the request of a general partner or any departing general partner or any affiliate of a general partner or any departing general partner as an officer, director, employee, member, partner, agent, fiduciary or trustee of another person; or any person designated by the Partnership’s general partner. The Partnership has agreed to provide this indemnification to the extent such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Partnership, and with respect to any alleged conduct resulting in a criminal proceeding against such person, to deny indemnification if such person had reasonable cause to believe that his or her conduct was unlawful. The Partnership has also agreed to provide this indemnification for criminal proceedings. Any indemnification under these provisions will only be out of the Partnership’s assets. Unless it otherwise agrees, the general partner of the Partnership will not be personally liable for, or have any obligation to contribute or loan funds or assets to the Partnership to enable it to effectuate indemnification. The Partnership may purchase insurance against liabilities asserted against and expenses incurred by persons for the Partnership’s activities, regardless of whether the Partnership would have the power to indemnify the person against liabilities under the Amended and Restated Agreement of Limited Partnership of the Partnership, as amended.
| Item 8. | Exhibits. |
The following exhibits are filed as part of this Registration Statement:
|
Exhibit
|
Description of Document |
|
|
4.1 |
Certificate of Limited Partnership of The Blackstone Group L.P. (incorporated by reference to Exhibit 3.1 of the Partnership’s Registration Statement on Form S-1 filed on March 22, 2007 (File No. 333-141504)). | |
| 4.2 | Amended and Restated Agreement of Limited Partnership of The Blackstone Group L.P. (incorporated by reference to Exhibit 3.1 to Form 8-K filed on June 27, 2007). | |
| 4.3 | The Blackstone Group L.P. 2007 Equity Incentive Plan (incorporated by reference to Exhibit 10.9 to the Partnership’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (File No. 001-33551) filed on August 13, 2007). | |
| 4.4 | Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of The Blackstone Group L.P. dated as of November 3, 2009 (incorporated by reference to Exhibit 3.2.1 to the Partnership’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 (File No. 001-33551) filed on November 6, 2009). | |
| 5.1 | Opinion of Simpson Thacher & Bartlett LLP. | |
| 23.1 | Consent of Deloitte & Touche LLP. | |
| 23.2 | Consent of Simpson Thacher & Bartlett LLP (included as part of Exhibit 5.1). | |
| 24.1 | Power of Attorney (included in the signature pages to this Registration Statement). | |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, State of New York on March 1, 2010.
| THE BLACKSTONE GROUP L.P. | ||
| By: | Blackstone Group Management L.L.C, its general partner | |
| By: |
/s/ Laurence A. Tosi |
|
| Name: | Laurence A. Tosi | |
| Title: | Chief Financial Officer | |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers of the general partner of Registrant, which is filing a Registration Statement on Form S-8 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933 hereby constitute and appoint Stephen A. Schwarzman, Hamilton E. James, Laurence A. Tosi and Robert L. Friedman, and each of them, the individual’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such Registration Statement and any or all amendments, including post-effective amendments to the Registration Statement, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on the 1 st day of March, 2010.
|
Signature |
Title |
|
|
/s/ Stephen A. Schwarzman |
Chairman and Chief Executive Officer and Director | |
| Stephen A. Schwarzman | (principal executive officer) | |
|
/s/ J. Tomilson Hill |
Director | |
| J. Tomilson Hill | ||
|
/s/ Hamilton E. James |
Director | |
| Hamilton E. James | ||
|
/s/ Richard H. Jenrette |
Director | |
| Richard H. Jenrette | ||
|
/s/ Jay O. Light |
Director | |
| Jay O. Light | ||
|
/s/ Brian Mulroney |
Director | |
| Brian Mulroney | ||
|
/s/ William G. Parrett |
Director | |
|
William G. Parrett |
||
|
/s/ Laurence A. Tosi |
Chief Financial Officer | |
| Laurence A. Tosi | (principal financial officer) | |
|
/s/ Kathleen Skero |
Principal Accounting Officer | |
| Kathleen Skero | ||
Exhibit 5.1
March 1, 2010
The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Ladies and Gentlemen:
We have acted as counsel to The Blackstone Group L.P., a Delaware limited partnership (the “Partnership”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) filed by the Partnership with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the issuance by the Partnership of up to 9,556,468 common units representing limited partner interests in the Partnership (the “Common Units”) pursuant to The Blackstone Group L.P. 2007 Equity Incentive Plan (the “Plan”).
We have examined the Registration Statement, the Amended and Restated Agreement of Limited Partnership of The Blackstone Group L.P. (as amended, the “Partnership Agreement”) among Blackstone Group Management L.L.C., a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), and the limited partners party thereto (collectively, the “Limited Partners”), and the Plan. We also have examined the originals, or duplicates or certified or conformed copies, of such partnership and other records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Partnership and the General Partner.
In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We also have assumed that at the time of execution, issuance and delivery of the Common Units, the Partnership Agreement will have been duly authorized, executed and delivered by the General Partner and be the valid and legally binding obligation of the Limited Partners. We have assumed further that the Limited Partners will perform their obligations under the Partnership Agreement and will not participate in the control of the business of the Partnership.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that, upon issuance and delivery in accordance with the Plan, the Common Units will be validly issued, fully paid and nonassessable.
Our opinion set forth above is subject to the obligation of a Limited Partner to repay any funds wrongfully distributed to it.
We do not express any opinion herein concerning any law other than the Delaware Revised Uniform Limited Partnership Act (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing).
We hereby consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement.
| Very truly yours, |
| /s/ SIMPSON THACHER & BARTLETT LLP |
| SIMPSON THACHER & BARTLETT LLP |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 26, 2010, relating to the consolidated and combined financial statements of The Blackstone Group L.P. and subsidiaries (“Blackstone”), the statement of financial condition of Blackstone Group Management L.L.C., and the effectiveness of Blackstone’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Blackstone for the year ended December 31, 2009.
/s/ Deloitte & Touche LLP
New York, New York
March 1, 2010