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).
13G
|
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|
CUSIP No. 80007P869
|
|
Page 2 of 37
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|
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
Blackstone / GSO Strategic Credit Fund
|
|
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:
135,155
|
|
|
6.
|
|
Shared voting power:
0
|
|
|
7.
|
|
Sole dispositive power:
135,155
|
|
|
8.
|
|
Shared dispositive power:
0
|
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
135,155
|
|
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):
OO
|
13G
|
|
|
|
|
CUSIP No. 80007P869
|
|
Page 3 of 37
|
|
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
Blackstone / GSO Long-Short Credit Income Fund
|
|
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:
37,843
|
|
|
6.
|
|
Shared voting power:
0
|
|
|
7.
|
|
Sole dispositive power:
37,843
|
|
|
8.
|
|
Shared dispositive power:
0
|
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
37,843
|
|
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):
OO
|
13G
|
|
|
|
|
CUSIP No. 80007P869
|
|
Page 4 of 37
|
|
|
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|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
GSO / Blackstone Debt Funds Management 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:
172,998
|
|
|
6.
|
|
Shared voting power:
0
|
|
|
7.
|
|
Sole dispositive power:
172,998
|
|
|
8.
|
|
Shared dispositive power:
0
|
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
172,998
|
|
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. 80007P869
|
|
Page 5 of 37
|
|
|
|
|
|
|
|
|
|
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:
172,998
|
|
|
6.
|
|
Shared voting power:
0
|
|
|
7.
|
|
Sole dispositive power:
172,998
|
|
|
8.
|
|
Shared dispositive power:
0
|
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
172,998
|
|
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. 80007P869
|
|
Page 6 of 37
|
|
|
|
|
|
|
|
|
|
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:
172,998
|
|
|
6.
|
|
Shared voting power:
0
|
|
|
7.
|
|
Sole dispositive power:
172,998
|
|
|
8.
|
|
Shared dispositive power:
0
|
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
172,998
|
|
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. 80007P869
|
|
Page 7 of 37
|
|
|
|
|
|
|
|
|
|
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:
172,998
|
|
|
6.
|
|
Shared voting power:
0
|
|
|
7.
|
|
Sole dispositive power:
172,998
|
|
|
8.
|
|
Shared dispositive power:
0
|
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
172,998
|
|
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. 80007P869
|
|
Page 8 of 37
|
|
|
|
|
|
|
|
|
|
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:
172,998
|
|
|
6.
|
|
Shared voting power:
0
|
|
|
7.
|
|
Sole dispositive power:
172,998
|
|
|
8.
|
|
Shared dispositive power:
0
|
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
172,998
|
|
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):
CO
|
13G
|
|
|
|
|
CUSIP No. 80007P869
|
|
Page 9 of 37
|
|
|
|
|
|
|
|
|
|
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:
172,998
|
|
|
6.
|
|
Shared voting power:
0
|
|
|
7.
|
|
Sole dispositive power:
172,998
|
|
|
8.
|
|
Shared dispositive power:
0
|
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
172,998
|
|
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. 80007P869
|
|
Page 10 of 37
|
|
|
|
|
|
|
|
|
|
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:
172,998
|
|
|
6.
|
|
Shared voting power:
0
|
|
|
7.
|
|
Sole dispositive power:
172,998
|
|
|
8.
|
|
Shared dispositive power:
0
|
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
172,998
|
|
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. 80007P869
|
|
Page 11 of 37
|
|
|
|
|
|
|
|
|
|
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 of America
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
172,998
|
|
|
6.
|
|
Shared voting power:
0
|
|
|
7.
|
|
Sole dispositive power:
172,998
|
|
|
8.
|
|
Shared dispositive power:
0
|
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
172,998
|
|
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):
IN
|
13G
|
|
|
|
|
CUSIP No. 80007P869
|
|
Page 12 of 37
|
|
|
|
|
|
|
|
|
|
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 of America
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
0
|
|
|
6.
|
|
Shared voting power:
172,998
|
|
|
7.
|
|
Sole dispositive power:
0
|
|
|
8.
|
|
Shared dispositive power:
172,998
|
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
172,998
|
|
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):
IN
|
13G
|
|
|
|
|
CUSIP No. 80007P869
|
|
Page 13 of 37
|
|
|
|
|
|
|
|
|
|
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 of America
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
0
|
|
|
6.
|
|
Shared voting power:
172,998
|
|
|
7.
|
|
Sole dispositive power:
0
|
|
|
8.
|
|
Shared dispositive power:
172,998
|
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
172,998
|
|
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):
IN
|
13G
|
|
|
|
|
CUSIP No. 80007P869
|
|
Page 14 of 37
|
|
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
FS Energy and Power Fund
|
|
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:
1,009,878
|
|
|
6.
|
|
Shared voting power:
0
|
|
|
7.
|
|
Sole dispositive power:
1,009,878
|
|
|
8.
|
|
Shared dispositive power:
0
|
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
1,009,878
|
|
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):
4.8%
|
|
12.
|
|
Type of reporting person (see
instructions):
OO
|
13G
|
|
|
|
|
CUSIP No. 80007P869
|
|
Page 15 of 37
|
|
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
Berwyn Funding 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:
447,491
|
|
|
6.
|
|
Shared voting power:
0
|
|
|
7.
|
|
Sole dispositive power:
447,491
|
|
|
8.
|
|
Shared dispositive power:
0
|
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
447,491
|
|
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):
2.2%
|
|
12.
|
|
Type of reporting person (see
instructions):
OO
|
13G
|
|
|
|
|
CUSIP No. 80007P869
|
|
Page 16 of 37
|
|
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
Bryn Mawr Funding 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:
562,387
|
|
|
6.
|
|
Shared voting power:
0
|
|
|
7.
|
|
Sole dispositive power:
562,387
|
|
|
8.
|
|
Shared dispositive power:
0
|
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
562,387
|
|
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):
2.7%
|
|
12.
|
|
Type of reporting person (see
instructions):
OO
|
13G
|
|
|
|
|
CUSIP No. 80007P869
|
|
Page 17 of 37
|
|
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
FS Investment Corporation
|
|
2.
|
|
Check the appropriate box if a member
of a group
(a) ☐ (b) ☒
|
|
3.
|
|
SEC use only
|
|
4.
|
|
Citizenship or place of
organization:
Maryland
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
421,683
|
|
|
6.
|
|
Shared voting power:
0
|
|
|
7.
|
|
Sole dispositive power:
421,683
|
|
|
8.
|
|
Shared dispositive power:
0
|
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
421,683
|
|
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):
2.0%
|
|
12.
|
|
Type of reporting person (see
instructions):
CO
|
13G
|
|
|
|
|
CUSIP No. 80007P869
|
|
Page 18 of 37
|
|
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
FS Investment Corporation II
|
|
2.
|
|
Check the appropriate box if a member
of a group
(a) ☐ (b) ☒
|
|
3.
|
|
SEC use only
|
|
4.
|
|
Citizenship or place of
organization:
Maryland
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
253,009
|
|
|
6.
|
|
Shared voting power:
0
|
|
|
7.
|
|
Sole dispositive power:
253,009
|
|
|
8.
|
|
Shared dispositive power:
0
|
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
253,009
|
|
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):
1.2%
|
|
12.
|
|
Type of reporting person (see
instructions):
CO
|
13G
|
|
|
|
|
CUSIP No. 80007P869
|
|
Page 19 of 37
|
|
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
Burholme Funding 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:
253,009
|
|
|
6.
|
|
Shared voting power:
0
|
|
|
7.
|
|
Sole dispositive power:
253,009
|
|
|
8.
|
|
Shared dispositive power:
0
|
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
253,009
|
|
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):
1.2%
|
|
12.
|
|
Type of reporting person (see
instructions):
OO
|
13G
|
|
|
|
|
CUSIP No. 80007P869
|
|
Page 20 of 37
|
|
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
FS Investment Corporation III
|
|
2.
|
|
Check the appropriate box if a member
of a group
(a) ☐ (b) ☒
|
|
3.
|
|
SEC use only
|
|
4.
|
|
Citizenship or place of
organization:
Maryland
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
253,009
|
|
|
6.
|
|
Shared voting power:
0
|
|
|
7.
|
|
Sole dispositive power:
253,009
|
|
|
8.
|
|
Shared dispositive power:
0
|
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
253,009
|
|
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):
1.2%
|
|
12.
|
|
Type of reporting person (see
instructions):
CO
|
13G
|
|
|
|
|
CUSIP No. 80007P869
|
|
Page 21 of 37
|
|
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
FS Investment Advisor, 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:
1,009,878
|
|
|
6.
|
|
Shared voting power:
0
|
|
|
7.
|
|
Sole dispositive power:
1,009,878
|
|
|
8.
|
|
Shared dispositive power:
0
|
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
1,009,878
|
|
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):
4.8%
|
|
12.
|
|
Type of reporting person (see
instructions):
OO
|
13G
|
|
|
|
|
CUSIP No. 80007P869
|
|
Page 22 of 37
|
|
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
FB Income Advisor, 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:
421,683
|
|
|
6.
|
|
Shared voting power:
0
|
|
|
7.
|
|
Sole dispositive power:
421,683
|
|
|
8.
|
|
Shared dispositive power:
0
|
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
421,683
|
|
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):
2.0%
|
|
12.
|
|
Type of reporting person (see
instructions):
OO
|
13G
|
|
|
|
|
CUSIP No. 80007P869
|
|
Page 23 of 37
|
|
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
FSIC II Advisor, 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:
253,009
|
|
|
6.
|
|
Shared voting power:
0
|
|
|
7.
|
|
Sole dispositive power:
253,009
|
|
|
8.
|
|
Shared dispositive power:
0
|
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
253,009
|
|
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):
1.2%
|
|
12.
|
|
Type of reporting person (see
instructions):
OO
|
13G
|
|
|
|
|
CUSIP No. 80007P869
|
|
Page 24 of 37
|
|
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
FSIC III Advisor, 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:
253,009
|
|
|
6.
|
|
Shared voting power:
0
|
|
|
7.
|
|
Sole dispositive power:
253,009
|
|
|
8.
|
|
Shared dispositive power:
0
|
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
253,009
|
|
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):
1.2%
|
|
12.
|
|
Type of reporting person (see
instructions):
OO
|
13G
|
|
|
|
|
CUSIP No. 80007P869
|
|
Page 25 of 37
|
|
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
Michael C. Forman
|
|
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 of America
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
0
|
|
|
6.
|
|
Shared voting power:
1,937,579
|
|
|
7.
|
|
Sole dispositive power:
0
|
|
|
8.
|
|
Shared dispositive power:
1,937,579
|
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
1,937,579
|
|
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):
8.9%
|
|
12.
|
|
Type of reporting person (see
instructions):
IN
|
13G
|
|
|
|
|
CUSIP No. 80007P869
|
|
Page 26 of 37
|
|
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
Gerald F. Stahlecker
|
|
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 of America
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
0
|
|
|
6.
|
|
Shared voting power:
1,937,579
|
|
|
7.
|
|
Sole dispositive power:
0
|
|
|
8.
|
|
Shared dispositive power:
1,937,579
|
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
1,937,579
|
|
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):
8.9%
|
|
12.
|
|
Type of reporting person (see
instructions):
IN
|
13G
|
|
|
|
|
CUSIP No. 80007P869
|
|
Page 27 of 37
|
|
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
Zachary Klehr
|
|
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 of America
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
0
|
|
|
6.
|
|
Shared voting power:
1,937,579
|
|
|
7.
|
|
Sole dispositive power:
0
|
|
|
8.
|
|
Shared dispositive power:
1,937,579
|
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
1,937,579
|
|
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):
8.9%
|
|
12.
|
|
Type of reporting person (see
instructions):
IN
|
13G
|
|
|
|
|
CUSIP No. 80007P869
|
|
Page 28 of 37
|
|
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
Sean Coleman
|
|
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 of America
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
0
|
|
|
6.
|
|
Shared voting power:
1,937,579
|
|
|
7.
|
|
Sole dispositive power:
0
|
|
|
8.
|
|
Shared dispositive power:
1,937,579
|
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
1,937,579
|
|
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):
8.9%
|
|
12.
|
|
Type of reporting person (see
instructions):
IN
|
|
|
|
|
|
|
|
Item 1.
|
|
(a)
|
|
Name of Issuer
|
|
|
|
|
|
|
|
|
|
Sandridge Energy, Inc. (the “Company”)
|
|
|
|
|
|
|
|
(b)
|
|
Address of Issuer’s Principal Executive Offices:
|
|
|
|
|
|
|
|
|
|
123 Robert S. Kerr Avenue
Oklahoma City,
Oklahoma 73102
|
|
Item 2(a).
|
Name of Person Filing
|
|
Item 2(b).
|
Address of Principal Business Office
|
This Schedule 13G is being filed by the following reporting persons (each a “Reporting
Person” and, collectively, the “Reporting Persons”):
|
|
•
|
|
(i) Blackstone / GSO Strategic Credit Fund, which is a Delaware statutory trust, (ii) Blackstone / GSO Long-Short Credit Income Fund, which is a Delaware statutory trust (Blackstone / GSO Strategic Credit Fund and
Blackstone / GSO Long-Short Credit Income Fund, collectively, the “GSO Funds”), (iii) GSO / Blackstone Debt Funds Management LLC, which is a Delaware limited liability company, (iv) GSO Capital Partners LP, which is a Delaware
limited partnership (collectively with GSO / Blackstone Debt Funds Management LLC and the GSO Funds, the “GSO Entities”);
|
|
|
•
|
|
Bennett J. Goodman and J. Albert Smith III, each of whom is a citizen of the United States of America (collectively, the “GSO Executives”);
|
|
|
•
|
|
(i) GSO Advisor Holdings L.L.C., which is a Delaware limited liability company, (ii) Blackstone Holdings I L.P., which is a Delaware limited partnership, (iii) Blackstone Holdings I/II GP Inc., which is a
Delaware corporation, (iv) The Blackstone Group L.P., which is a Delaware limited partnership, and (v) Blackstone Group Management L.L.C., which is a Delaware limited liability company (collectively, the “Blackstone Entities”);
|
|
|
•
|
|
Stephen A. Schwarzman, who is a citizen of the United States of America;
|
|
|
•
|
|
(i) FS Energy and Power Fund, a Delaware statutory trust (“FSEP”), (ii) Berwyn Funding LLC, a Delaware limited liability company, (iii) Bryn Mawr Funding LLC, a Delaware limited liability company,
(iv) FS Investment Corporation, a Maryland corporation (“FSIC”), (v) FS Investment Corporation II, a Maryland corporation (“FSIC II”), (vi) Burholme Funding LLC, a Delaware limited liability company, (vii) FS
Investment Corporation III, a Maryland corporation (“FSIC III” and, together with FSEP, FSIC, FSIC II, Berwyn Funding LLC, Bryn Mawr Funding LLC and Burholme Funding LLC, the “FS Funds”), (viii) FS Investment
Advisor, LLC, a Delaware limited liability company, (ix) FB Income Advisor LLC, a Delaware limited liability company, (x) FSIC II Advisor, LLC, a Delaware limited liability company, and (xi) FSIC III Advisor, LLC, a Delaware
limited liability company (FS Investment Advisor, LLC, FB Income Advisor LLC, FSIC II Advisor, LLC, FSIC III Advisor, LLC and the FS Funds, collectively, the “FS Entities”); and
|
|
|
•
|
|
Michael C. Forman, Gerald F. Stahlecker, Zachary Klehr and Sean Coleman, each of whom is a citizen of the United States of America (collectively, the “FS Persons”).
|
The principal business address of each of the GSO Entities and GSO Executives is c/o GSO Capital Partners LP, 345 Park Avenue, New York, New
York 10154. The principal business address of each of the Blackstone Entities and Mr. Schwarzman is c/o The Blackstone Group L.P., 345 Park Avenue, New York, New York 10154.
The principal business address of each of the FS Entities and the FS Persons is 201 Rouse
Boulevard, Philadelphia, Pennsylvania 19112.
|
Item 2(d).
|
Title of Class of Securities:
|
|
|
Common Stock (the “Common Stock”)
|
|
Item 2(e).
|
CUSIP Number:
80007P869
|
|
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:
|
|
|
(a) Amount beneficially owned:
|
Each of the Reporting Persons may be deemed to be
the beneficial owner of the shares listed on such Reporting Person’s respective reporting page.
Collectively, the Reporting Persons
may be deemed to beneficially own an aggregate of 2,110,577 shares of Common Stock, consisting of 935,227 shares of Common Stock and 0.00% Convertible Senior Subordinated Notes due 2020 issued by the Company (“Convertible Notes”)
convertible into 1,175,350 shares of Common Stock.
The Reporting Person’s beneficial ownership consists of the following:
(i) Blackstone / GSO Strategic Credit Fund directly holds 59,889 shares of Common Stock and Convertible Notes convertible into 75,266 shares of Common Stock, (ii) Blackstone / GSO Long-Short Credit Income Fund directly holds 16,769 shares
of Common Stock and Convertible Notes convertible into 21,074 shares of Common Stock, (iii) Berwyn Funding LLC, a wholly owned subsidiary of FSEP, directly holds 447,491 shares of Common Stock, (iv) Bryn Mawr Funding LLC, a wholly owned
subsidiary of FSEP, directly holds Convertible Notes convertible into 562,387 shares of Common Stock, (v) FSIC directly holds 186,854 shares of Common Stock and Convertible Notes convertible into 234,829 shares of Common Stock, (vi) FSIC
II directly holds 112,112 shares of Common Stock and Convertible Notes convertible into 140,897 shares of Common Stock, and (vii) Burholme Funding LLC, a wholly owned subsidiary of FSIC III, directly holds 112,112 shares of Common Stock and
Convertible Notes convertible into 140,897 shares of Common Stock.
GSO / Blackstone Debt Funds Management LLC is the investment adviser
of each of the GSO Funds. GSO Capital Partners LP is the managing member of GSO / Blackstone Debt Funds Management LLC. 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 Blackstone Holdings I 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 wholly-owned by Blackstone’s senior managing directors
and controlled by its founder, Stephen A. Schwarzman. 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 securities held by the GSO Funds.
FS Investment Advisor, LLC, FB Income Advisor, LLC, FSIC II Advisor, LLC and FSIC III Advisor,
LLC are the investment advisers of FSEP, FSIC, FSIC II and FSIC III, respectively, and in that respect hold discretionary investment authority for them. Each of Berwyn Funding LLC and Bryn Mawr Funding LLC is a wholly owned subsidiary of FSEP.
Burholme Funding LLC is a wholly owned subsidiary of FSIC III. In addition, each of Michael C. Forman, Gerald F. Stahlecker, Zachary Klehr and Sean Coleman may be deemed to have shared voting, investment and/or dispositive power with respect to
the securities held by FSEP, FSIC, FSIC II and FSIC III.
Neither the filing of this Schedule 13G nor any of its contents shall be deemed
to constitute an admission that any of the Reporting Persons (other than the GSO/FS Funds to the extent they directly hold securities reported on this Schedule 13G) is the beneficial owner of the Common Stock referred to herein for purposes of
Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. Each Reporting Person expressly disclaims any assertion or presumption that it and the
other persons on whose behalf this statement is filed constitute a “group.”
Calculations of the percentage of Common Stock
beneficially owned assumes that there are a total of 20,575,551 shares of Common Stock outstanding as of October 31, 2016 as reported in the Company’s Form
10-Q
filed with the Securities and Exchange
Commission on November 8, 2016, and takes into account the number of shares of Common Stock underlying Convertible Notes that may be deemed to be beneficially owned by the Reporting Persons, as applicable. Based on this number of outstanding
shares of Common Stock, each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of shares of the total number of outstanding shares of Common Stock as listed on such Reporting Person’s respective reporting page.
The Reporting Persons’ aggregate beneficial ownership of 2,110,577 shares of Common Stock represents 9.7% of the outstanding shares of Common Stock after taking into account the number of shares of Common Stock underlying the Convertible Notes
held by the Reporting Persons.
|
|
(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.
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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Each of Berwyn Funding LLC and Bryn Mawr Funding LLC is a wholly owned subsidiary of FSEP. Burholme Funding LLC is a wholly owned subsidiary of FSIC III.
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Item 8.
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Identification and Classification of Members of the Group.
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Item 9.
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Notice of Dissolution of Group.
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Each of the Reporting Persons hereby makes the following certification:
By signing below the undersigned certifies that, to the best of my knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that
purpose or effect, other than activities solely in connection with a nomination under
§240.14a-11.
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.
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Dated: February 14, 2017
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BLACKSTONE / GSO STRATEGIC CREDIT FUND
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By: GSO / Blackstone Debt Funds Management LLC, its investment adviser
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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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BLACKSTONE / GSO LONG-SHORT CREDIT INCOME FUND
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By: GSO / Blackstone Debt Funds Management LLC, its investment adviser
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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 / BLACKSTONE DEBT FUNDS MANAGEMENT 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:
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Authorized Signatory
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GSO CAPITAL PARTNERS LP
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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 ADVISOR HOLDINGS L.L.C.
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By: Blackstone Holdings I L.P., its sole member
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By: Blackstone Holdings I/II GP Inc., its general partner
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By:
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/s/ John G. Finley
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Name:
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John G. Finley
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Title:
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Chief Legal Officer
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BLACKSTONE HOLDINGS I L.P.
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By: Blackstone Holdings I/II GP Inc., its general partner
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By:
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/s/ John G. Finley
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Name:
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John G. Finley
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Title:
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Chief Legal Officer
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[Sandridge Energy, Inc. – Schedule 13G/A]
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BLACKSTONE HOLDINGS I/II GP INC.
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By:
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/s/ John G. Finley
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Name:
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John G. Finley
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Title:
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Chief Legal Officer
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THE BLACKSTONE GROUP L.P.
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By: Blackstone Group Management L.L.C., its general partner
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By:
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/s/ John G. Finley
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Name:
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John G. Finley
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Title:
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Chief Legal Officer
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BLACKSTONE GROUP MANAGEMENT L.L.C.
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By:
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/s/ John G. Finley
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Name:
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John G. Finley
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Title:
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Chief Legal Officer
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STEPHEN A. SCHWARZMAN
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/s/ Stephen A. Schwarzman
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BENNETT J. GOODMAN
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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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Attorney-in-Fact
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J. ALBERT SMITH III
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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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Attorney-in-Fact
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[Sandridge Energy, Inc.
– Schedule 13G/A]
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FS ENERGY AND POWER FUND
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By:
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/s/ Michael C. Forman
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Name:
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Michael C. Forman
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Title:
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Chief Executive Officer
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BERWYN FUNDING LLC
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By:
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/s/ Michael C. Forman
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Name:
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Michael C. Forman
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Title:
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President
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BRYN MAWR FUNDING LLC
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By:
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/s/ Michael C. Forman
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Name:
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Michael C. Forman
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Title:
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President
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FS INVESTMENT CORPORATION
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By:
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/s/ Michael C. Forman
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Name:
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Michael C. Forman
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Title:
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Chief Executive Officer
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FS INVESTMENT CORPORATION II
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By:
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/s/ Michael C. Forman
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Name:
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Michael C. Forman
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Title:
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Chief Executive Officer
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BURHOLME FUNDING LLC
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By:
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/s/ Michael C. Forman
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Name:
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Michael C. Forman
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Title:
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President
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FS INVESTMENT CORPORATION III
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By:
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/s/ Michael C. Forman
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Name:
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Michael C. Forman
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Title:
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Chief Executive Officer
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FS INVESTMENT ADVISOR, LLC
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By:
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/s/ Michael C. Forman
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Name:
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Michael C. Forman
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Title:
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Chief Executive Officer
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[Sandridge Energy, Inc.
– Schedule 13G/A]
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FB INCOME ADVISOR, LLC
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By:
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/s/ Michael C. Forman
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Name:
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Michael C. Forman
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Title:
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Chief Executive Officer
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FSIC II ADVISOR, LLC
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By:
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/s/ Michael C. Forman
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Name:
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Michael C. Forman
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Title:
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Chief Executive Officer
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FSIC III ADVISOR, LLC
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By:
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/s/ Michael C. Forman
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Name:
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Michael C. Forman
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Title:
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Chief Executive Officer
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MICHAEL C. FORMAN
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/s/ Michael C. Forman
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GERALD F. STAHLECKER
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/s/ Gerald F. Stahlecker
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ZACHARY KLEHR
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/s/ Zachary Klehr
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SEAN COLEMAN
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/s/ Sean Coleman
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[Sandridge Energy, Inc.
– Schedule 13G/A]
EXHIBIT LIST
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Exhibit A
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Joint Filing Agreement, dated as of February
14, 2017, among the Reporting Persons
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Exhibit B
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Power of Attorney, dated June 8, 2010, granted by Bennett J. Goodman in favor of Marisa Beeney. (Previously Filed)
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Exhibit C
|
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Power of Attorney, dated June 8, 2010, granted by J. Albert Smith in favor of Marisa Beeney. (Previously Filed)
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