Brixmor Property Group Inc. — Major Shareholding Notification 2015

Feb 17, 2015

SC 13G/A 1 p15-0196sc13ga.htm CENTERBRIDGE CREDIT PARTNERS, L.P.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Brixmor Property
Group Inc.
(Name of Issuer)
Common Stock,
$0.01 par value
(Title of Class of Securities)
11120U105
(CUSIP Number)
December
31, 2014
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨	Rule 13d-1(b)
¨	Rule 13d-1(c)
x	Rule 13d-1(d)
(Page 1 of 22 Pages)

---

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 11120U105 13G/A Page 2 of 22 Pages

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1	NAME OF REPORTING PERSON Centerbridge Credit Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) x
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 -0-
	8	SHARED DISPOSITIVE POWER -0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON PN

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CUSIP No. 11120U105 13G/A Page 3 of 22 Pages

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1	NAME OF REPORTING PERSON Centerbridge Credit Partners TE Intermediate I, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) x
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 -0-
	8	SHARED DISPOSITIVE POWER -0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON PN

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CUSIP No. 11120U105 13G/A Page 4 of 22 Pages

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1	NAME OF REPORTING PERSON Centerbridge Credit Partners General Partner, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) x
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 -0-
	8	SHARED DISPOSITIVE POWER -0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON PN

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CUSIP No. 11120U105 13G/A Page 5 of 22 Pages

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1	NAME OF REPORTING PERSON Centerbridge Credit GP Investors, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) x
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 -0-
	8	SHARED DISPOSITIVE POWER -0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON OO

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CUSIP No. 11120U105 13G/A Page 6 of 22 Pages

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1	NAME OF REPORTING PERSON Centerbridge Special Credit Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) x
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 -0-
	8	SHARED DISPOSITIVE POWER -0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON PN

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CUSIP No. 11120U105 13G/A Page 7 of 22 Pages

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| 1 | NAME OF REPORTING PERSON Centerbridge Special Credit Partners General Partner,
L.P. | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) x |
| 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 -0- |
| | 8 | SHARED DISPOSITIVE POWER -0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% | |
| 12 | TYPE OF REPORTING PERSON PN | |

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CUSIP No. 11120U105 13G/A Page 8 of 22 Pages

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1	NAME OF REPORTING PERSON Centerbridge Special GP Investors, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) x
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 -0-
	8	SHARED DISPOSITIVE POWER -0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON OO

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CUSIP No. 11120U105 13G/A Page 9 of 22 Pages

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| 1 | NAME OF REPORTING PERSON Centerbridge Credit Partners Offshore Intermediate
III, L.P. | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) x |
| 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 -0- |
| | 8 | SHARED DISPOSITIVE POWER -0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% | |
| 12 | TYPE OF REPORTING PERSON PN | |

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CUSIP No. 11120U105 13G/A Page 10 of 22 Pages

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| 1 | NAME OF REPORTING PERSON Centerbridge Credit Partners Offshore General Partner,
L.P. | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) x |
| 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 -0- |
| | 8 | SHARED DISPOSITIVE POWER -0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% | |
| 12 | TYPE OF REPORTING PERSON PN | |

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CUSIP No. 11120U105 13G/A Page 11 of 22 Pages

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1	NAME OF REPORTING PERSON Centerbridge Credit Offshore GP Investors, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) x
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 -0-
	8	SHARED DISPOSITIVE POWER -0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON OO

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CUSIP No. 11120U105 13G/A Page 12 of 22 Pages

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1	NAME OF REPORTING PERSON Mark T. Gallogly
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) x
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 -0-
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER -0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON IN

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CUSIP No. 11120U105 13G/A Page 13 of 22 Pages

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1	NAME OF REPORTING PERSON Jeffrey H. Aronson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) x
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 -0-
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER -0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON IN

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CUSIP No. 11120U105 13G/A Page 14 of 22 Pages

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Item 1(a).
The name of the issuer is Brixmor Property Group Inc. (the "Company").

Item 1(b).
The Company's principal executive offices are located at 420 Lexington Avenue, New York, New York 10170.

Item 2(a). NAME OF PERSON FILING

This statement is filed by:
(i)	Centerbridge Credit Partners, L.P., a Delaware limited partnership ("CCP"), with respect to the Common Stock (as defined in Item 2(d) below) beneficially owned by it;
(ii)	Centerbridge Credit Partners TE Intermediate I, L.P., a Delaware limited partnership ("CCPTE"), with respect to the Common Stock beneficially owned by it;
(iii)	Centerbridge Credit Partners General Partner, L.P., a Delaware limited partnership ("CCPGP"), as general partner of CCP and CCPTE, with respect to the Common Stock beneficially owned by CCP and CCPTE;
(iv)	Centerbridge Credit GP Investors, L.L.C., a Delaware limited liability company ("CCGPI"), as general partner of CCPGP, with respect to the Common Stock beneficially owned by CCP and CCPTE;
(v)	Centerbridge Special Credit Partners, L.P., a Delaware limited partnership ("CSCP"), with respect to the Common Stock beneficially owned by it;
(vi)	Centerbridge Special Credit Partners General Partner, L.P., a Delaware limited partnership ("CSCPGP"), as general partner of CSCP, with respect to the Common Stock beneficially owned by CSCP;
(vii)	Centerbridge Special GP Investors, L.L.C., a Delaware limited liability company ("CSGPI"), as general partner of CSCPGP, with respect to the Common Stock beneficially owned by CSCP;
(viii)	Centerbridge Credit Partners Offshore Intermediate III, L.P., a Delaware limited partnership ("CCPOI") , with respect to the Common Stock beneficially owned by it;
(ix)	Centerbridge Credit Partners Offshore General Partner, L.P. , a Delaware limited partnership ("CCPOGP"), as general partner of CCPOI, with respect to the Common Stock beneficially owned by CCPOI;
(x)	Centerbridge Credit Offshore GP Investors, L.L.C. , a Delaware limited liability company ("CCOGPI"), as general partner of CCPOGP with respect to the Common Stock beneficially owned by CCPOI;
(xi)	Mark T. Gallogly ("Mr. Gallogly"), as managing member of CCGPI, CSGPI and CCOGPI, with respect to the Common Stock beneficially owned CCP, CCPTE, CSCP and CCPOI; and

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CUSIP No. 11120U105 13G/A Page 15 of 22 Pages

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(xxii)
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

Item 2(b).
The address of the business office of each of the Reporting Persons is 375 Park Avenue, 12th Floor, New York, NY 10152.

Item 2(c).
CCP, CCPTE, CCPGP, CSCP, CSCPGP, CCPOI and CCPOGP are limited partnerships organized under the laws of the State of Delaware. CCGPI, CSGPI and CCOGPI are limited liability companies organized under the laws of the State of Delaware. Messrs. Gallogly and Aronson are citizens of the United States .

Item 2(d).
Common Stock, $0.01 par value per share ("Common Stock").

Item 2(e).
11120U105

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

(a)	¨	Broker or dealer registered under Section 15 of the Act;
(b)	¨	Bank as defined in Section 3(a)(6) of the Act;
(c)	¨	Insurance company as defined in Section 3(a)(19) of the Act;
(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940;
(e)	¨	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	¨	An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g)	¨	A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);

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| (h) | ¨ | A savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act; |
| --- | --- | --- |
| (i) | ¨ | A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the Investment Company Act; |
| (j) | ¨ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
| (k) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
specify the type of institution:

ITEM 4. OWNERSHIP

This Schedule 13G reports beneficial ownership of the shares of Common Stock beneficially owned by the Reporting Persons as of December 31, 2014.

A. — (a)	Amount beneficially owned: -0-
(b)	Percent
of class: 0%.
(c)	(i)	Sole power to vote or direct the vote: -0-
	(ii)	Shared power to vote or direct the vote: -0-
	(iii)	Sole power to dispose or direct the disposition: -0-
	(iv)	Shared power to dispose or direct the disposition of: -0-
CCP has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which powers may also be exercised by CCPGP, its general partner and by CCGPI, the general partner of CCPGP. Neither of CCPGP nor CCGPI directly owns any of the shares of Common Stock. By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the shares of Common Stock beneficially owned by CCP. However, none of the foregoing should be construed in and of itself as an admission by CCPGP or CCGPI or by any Reporting Person as to beneficial ownership of the shares of Common Stock owned by another Reporting Person. In addition, each of CCPGP and CCGPI expressly disclaims beneficial ownership of the shares of Common Stock owned by CCP.

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CUSIP No. 11120U105 13G/A Page 17 of 22 Pages

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B. — (a)	Amount beneficially owned: -0-
(b)	Percent of class: 0%
(c)	(i)	Sole power to vote or direct the vote: -0-
	(ii)	Shared power to vote or direct the vote: -0-
	(iii)	Sole power to dispose or direct the disposition: -0-
	(iv)	Shared power to dispose or direct the disposition of: -0-
CCPTE has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which powers may also be exercised by CCPGP, its general partner and by CCGPI, the general partner of CCPGP. Neither of CCPGP nor CCGPI directly owns any of the shares of Common Stock. By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the shares of Common Stock beneficially owned by CCPTE. However, none of the foregoing should be construed in and of itself as an admission by CCPGP or CCGPI or by any Reporting Person as to beneficial ownership of the shares of Common Stock owned by another Reporting Person. In addition, each of CCPGP and CCGPI expressly disclaims beneficial ownership of the shares of Common Stock owned by CCPTE.

C. — (a)	Amount beneficially owned: -0-
(b)	Percent of class: 0%
(c)	(i)	Sole power to vote or direct the vote: -0-
	(ii)	Shared power to vote or direct the vote: -0-
	(iii)	Sole power to dispose or direct the disposition: -0-
	(iv)	Shared power to dispose or direct the disposition of: -0-
Each of CCP and CCPTE has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which powers may also be exercised by CCPGP, its general partner and by CCGPI, the general partner of CCPGP. Neither of CCPGP nor CCGPI directly owns any of the shares of Common Stock. By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the shares of Common Stock beneficially owned by CCP and CCPTE. However, none of the foregoing should be construed in and of itself as an admission by CCPGP or CCGPI or by any Reporting Person as to beneficial ownership of the shares of Common Stock owned by another Reporting Person. In addition, each of CCPGP and CCGPI expressly disclaims beneficial ownership of the shares of Common Stock owned by CCP and CCPTE.

D. — (a)	Amount beneficially owned: -0-
(b)	Percent of class: 0%
(c)	(i)	Sole power to vote or direct the vote: -0-
	(ii)	Shared power to vote or direct the vote: -0-
	(iii)	Sole power to dispose or direct the disposition: -0-
	(iv)	Shared power to dispose or direct the disposition of: -0-

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| CSCP has the power to dispose of and the power to vote the shares
of Common Stock beneficially owned by it, which powers may also be exercised by CSCPGP, its general partner and by CSGPI, the general
partner of CSCPGP. Neither of CSCPGP nor CSGPI directly owns any of the shares of Common Stock. By reason of the provisions of
Rule 13d-3 of the Act, each may be deemed to beneficially own the shares of Common Stock beneficially owned by CSCP. However, none
of the foregoing should be construed in and of itself as an admission by CSCPGP or CSGPI or by any Reporting Person as
to beneficial ownership of the shares of Common Stock owned by another Reporting Person. In addition, each of CSCPGP and
CSGPI expressly disclaims beneficial ownership of the shares of Common Stock owned by CSCP. — Centerbridge Credit Partners Offshore Intermediate III, L.P., Centerbridge Credit Partners Offshore General Partner, L.P. and Centerbridge Credit Offshore GP Investors, L.L.C. | | |
| --- | --- | --- |
| (a) | Amount beneficially owned: -0- | |
| (b) | Percent of class: 0% | |
| (c) | (i) | Sole power to vote or direct the vote: -0- |
| | (ii) | Shared power to vote or direct the vote: -0- |
| | (iii) | Sole power to dispose or direct the disposition: -0- |
| | (iv) | Shared power to dispose or direct the disposition of: -0- |
| CCPOI has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which powers may also be exercised by CCPOGP, its general partner and by CCOGPI, the general partner of CCPOGP. Neither of CCPOGP nor CCOGPI directly owns any of the shares of Common Stock. By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the shares of Common Stock beneficially owned by CCPOI. However, none of the foregoing should be construed in and of itself as an admission by CCPOGP or CCOGPI or by any Reporting Person as to beneficial ownership of the shares of Common Stock owned by another Reporting Person. In addition, each of CCPOGP and CCOGPI expressly disclaims beneficial ownership of the shares of Common Stock owned by CCPOI. | | |

F. — (a)	Amount beneficially owned: -0-
(b)	Percent of class: 0%
(c)	(i)	Sole power to vote or direct the vote: -0-
	(ii)	Shared power to vote or direct the vote: -0-
	(iii)	Sole power to dispose or direct the disposition: -0-
	(iv)	Shared power to dispose or direct the disposition of: -0-
Messrs. Gallogly
and Aronson, as managing members of CCGPI, CSGPI and CCOGPI, may be deemed to share power to vote the Common Stock
beneficially owned by CCP, CCPTE, CSCP and CCPOI. Neither Mr. Gallogly nor Mr. Aronson directly owns any
of the shares of Common Stock. By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to
beneficially own the shares of Common Stock beneficially owned by CCP, CCPTE, CSCP and
CCPOI . However, none of the foregoing should be construed in and of itself as an admission by
Messrs. Gallogly or Aronson or by any Reporting Person as to beneficial ownership of
the shares of Common Stock owned by another Reporting Person. In addition, each of Mr. Gallogly and Mr.
Aronson expressly disclaims beneficial ownership of the shares of Common Stock owned by any of CCP, CCPTE, CSCP and
CCPOI.

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Item 5.
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 5 percent of the class of securities.

Item 6.
Not applicable.

Item 7.
Not applicable.

Item 8.
Not applicable.

Item 9.
Not applicable.

ITEM 10. CERTIFICATION

Not applicable.

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CUSIP No. 11120U105 13G/A Page 20 of 22 Pages

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SIGNATURES

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

DATED: February 17, 2015

CENTERBRIDGE CREDIT PARTNERS, L.P.
By: Centerbridge Credit Partners General Partner, L.P., its general partner
By: Centerbridge Credit GP Investors, L.L.C., its general partner
/s/ Jeffrey H. Aronson
Name: Jeffrey H. Aronson
Title: Authorized Signatory
CENTERBRIDGE CREDIT PARTNERS TE
INTERMEDIATE I, L.P.
By: Centerbridge Credit Partners General Partner, L.P., its general partner
By: Centerbridge Credit GP Investors, L.L.C., its general partner
/s/ Jeffrey H. Aronson
Name: Jeffrey H. Aronson
Title: Authorized Signatory
CENTERBRIDGE CREDIT PARTNERS GENERAL PARTNER, L.P.
By: Centerbridge Credit GP Investors, L.L.C., its general partner
/s/ Jeffrey H. Aronson
Name: Jeffrey H. Aronson
Title: Authorized Signatory
CENTERBRIDGE CREDIT GP INVESTORS, L.L.C.
/s/ Jeffrey H. Aronson
Name: Jeffrey H. Aronson
Title: Authorized Signatory

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CENTERBRIDGE SPECIAL CREDIT PARTNERS,
L.P.
By:	Centerbridge Special Credit Partners
	General Partner, L.P.,
	its general partner
By:	Centerbridge Special GP Investors, L.L.C., its
	general partner
/s/ Jeffrey H. Aronson
Name: Jeffrey H. Aronson
Title: Authorized Signatory
CENTERBRIDGE SPECIAL CREDIT
PARTNERS GENERAL PARTNER, L.P.
By: Centerbridge Special GP Investors, L.L.C., its general partner
/s/ Jeffrey H. Aronson
Name: Jeffrey H. Aronson
Title: Authorized Signatory
CENTERBRIDGE SPECIAL GP INVESTORS,
L.L.C.
/s/ Jeffrey H. Aronson
Name: Jeffrey H. Aronson
Title: Authorized Signatory
CENTERBRIDGE CREDIT PARTNERS OFFSHORE
INTERMEDIATE III, L.P.
By: Centerbridge Credit Partners Offshore General
Partner, L.P., its general partner
By: Centerbridge Credit Offshore GP Investors,
L.L.C., its general partner
/s/ Jeffrey H. Aronson
Name: Jeffrey H. Aronson
Title: Authorized Signatory

Field: Page; Sequence: 21; Value: 2

CUSIP No. 11120U105 13G/A Page 22 of 22 Pages

Field: /Page

Centerbridge Credit Partners OFFSHORE
General Partner, L.P.
By: Centerbridge Credit Offshore GP Investors,
L.L.C., its general partner
/s/ Jeffrey H. Aronson
Name: Jeffrey H. Aronson
Title: Authorized Signatory
Centerbridge Credit Offshore GP
Investors, L.L.C.
/s/ Jeffrey H. Aronson
Name: Jeffrey H. Aronson
Title: Authorized Signatory
MARK T. GALLOGLY
/S/ Mark T. Gallogly
JEFFREY H. ARONSON
/s/ Jeffrey H. Aronson