SEC Filing | Array Technologies, Inc.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

8,973,414

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

8,973,414

SHARED DISPOSITIVE POWER

0

View:

Download DOC

Download PDF

Download XLS

SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Array Technologies, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

04271T100

(CUSIP Number)

John G. Finley

Blackstone Inc.

345 Park Avenue

New York, New York 10154

Tel: (212) 583-5000

with a copy to:

Anthony F. Vernace

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Tel: (212) 455-2000

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

January 7, 2022

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	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 disclosures provided in a prior cover page.

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).

CUSIP No. 04271T100


1		NAMES OF REPORTING PERSONS BCP Helios Aggregator L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

CUSIP No. 04271T100


1		NAMES OF REPORTING PERSONS BCP 8/BEP 3 Holdings Manager L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

CUSIP No. 04271T100


1		NAMES OF REPORTING PERSONS Blackstone Energy Management Associates III, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

CUSIP No. 04271T100


1		NAMES OF REPORTING PERSONS Blackstone EMA III L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

CUSIP No. 04271T100


1		NAMES OF REPORTING PERSONS Blackstone Management Associates VIII, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

CUSIP No. 04271T100


1		NAMES OF REPORTING PERSONS BMA VIII L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

CUSIP No. 04271T100


1		NAMES OF REPORTING PERSONS BEFIP III – ESC Helios Holdco L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

CUSIP No. 04271T100


1		NAMES OF REPORTING PERSONS Blackstone Energy Family Investment Partnership III – ESC L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

CUSIP No. 04271T100


1		NAMES OF REPORTING PERSONS BEP III Side-by-Side GP L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

CUSIP No. 04271T100


1		NAMES OF REPORTING PERSONS Blackstone Holdings II L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

CUSIP No. 04271T100


1		NAMES OF REPORTING PERSONS Blackstone Holdings I/II GP L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

CUSIP No. 04271T100


1		NAMES OF REPORTING PERSONS Blackstone Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

CUSIP No. 04271T100


1		NAMES OF REPORTING PERSONS Blackstone Group Management L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

CUSIP No. 04271T100


1		NAMES OF REPORTING PERSONS Stephen A. Schwarzman
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D relates to the common stock, $0.001 par value (the “Common Stock”) of Array Technologies, Inc., a Delaware corporation (the “Issuer”), and amends and supplements the initial statement on Schedule 13D filed with the Securities and Exchange Commission on August 20, 2021 (the “Original Schedule 13D”, and as amended, the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings ascribed to them in the Original Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Original Schedule 13D.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following:

As previously disclosed in the Original Schedule 13D, the Issuer sold to the Purchaser an additional 776,235 shares of Common Stock for an aggregate purchase price of $776, which purchase closed on September 27, 2021.

Pursuant to the Delayed Draw Commitment contained in the Securities Purchase Agreement, on January 7, 2022, Purchaser purchased an additional 50,000 shares of Series A Perpetual Preferred Stock and an additional 1,125,000 shares of Common Stock for an aggregate purchase price of $49,376,125, with BCP Helios Aggregator L.P. acquiring 49,852 shares of Series A Perpetual Preferred Stock and 1,121,677 shares of Common Stock and BEFIP III – ESC Helios Holdco L.P. acquiring 148 shares of Series A Perpetual Preferred Stock and 3,323 shares of Common Stock (the “January 2022 Additional Closing”).

The payment of the aggregate purchase price by the Purchaser described above was funded by capital contributions by the Purchaser’s partners.

Item 5.

Interest in Securities of the Issuer

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

The information set forth or incorporated in Items 3 and 6 of the Schedule 13D is hereby incorporated by reference in its entirety into this Item 5.

(a) and (b) Calculations of the percentage of the shares of Common Stock beneficially owned assumes that there were 135,026,940 shares of Common Stock outstanding as of November 5, 2021, based on information set forth in the Issuer’s quarterly report on Form 10-Q filed with the SEC on November 12, 2021, plus the additional 1,125,000 shares of Common Stock issued on January 7, 2022 in connection with the January 2022 Additional Closing.

The aggregate number and percentage of the Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of the Schedule 13D and are incorporated herein by reference.

As of the date hereof, (x) BCP Helios Aggregator L.P. directly holds 8,973,414 shares of Common Stock, and (y) BEFIP III – ESC Helios Holdco L.P. directly holds 26,586 shares of Common Stock. The beneficial ownership reported herein does not include any additional shares which may be acquired in the future by the Reporting Persons pursuant to the Securities Purchase Agreement.

BCP 8/BEP 3 Holdings Manager L.L.C. is the general partner of BCP Helios Aggregator L.P. Energy Management Associates III L.P. and Blackstone Management Associates VIII L.P. are the managing members of BCP 8/BEP 3 Holdings Manager L.L.C. Blackstone EMA III L.L.C. is the general partner of Blackstone Energy Management Associates III L.P. BMA VIII L.L.C. is the general partner of Blackstone Management Associates VIII L.P. Blackstone Energy Family Investment Partnership III - ESC L.P. is the general partner of BEFIP III – ESC Helios Holdco L.P. BEP III Side-by-Side GP L.L.C. is the general partner of Blackstone Energy Family Investment Partnership III - ESC L.P. Blackstone Holdings II L.P. is the managing member of Blackstone EMA III L.L.C. and BMA VIII L.L.C. and the sole member of BEP III Side-by-Side GP L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings II L.P.

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

Neither the filing of the Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such shares of Common Stock.

(c) Except as set forth in Item 3 of this Amendment No. 1, none of the Reporting Persons has effected any transaction in Common Stock in the past 60 days.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Original Schedule 13D is hereby amended and supplemented by incorporating herein by reference the information set forth or incorporated in Item 3 herein.

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: January 11, 2022


BCP HELIOS AGGREGATOR L.P.
By: BCP 8/BEP 3 Holdings Manager L.L.C.,
its general partner

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Authorized Signatory

BCP 8/BEP 3 HOLDINGS MANAGER L.L.C.

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Authorized Signatory

BLACKSTONE MANAGEMENT ASSOCIATES VIII L.P.
By: BMA VIII L.L.C., its general partner

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Authorized Signatory

BMA VIII L.L.C.

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Authorized Signatory

BLACKSTONE ENERGY MANAGEMENT ASSOCIATES III L.P.
By: Blackstone EMA III L.L.C., its general partner

By:		/s/ Tabea Hsi
Name:		Tabea Hsi

Blackstone EMA III L.L.C.

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Authorized Signatory


BEFIP III – ESC HELIOS HOLDCO L.P.
By: Blackstone Energy Family Investment Partnership III – ESC L.P., its general partner
By: BEP III Side-by-Side GP L.L.C., its general partner

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Senior Managing Director

Blackstone Energy Family Investment Partnership III – ESC L.P.
By: BEP III Side-by-Side GP L.L.C., its general partner

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Senior Managing Director

BEP III SIDE-BY-SIDE GP L.L.C.

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Senior Managing Director

BLACKSTONE HOLDINGS II L.P.
By: Blackstone Holdings I/II GP L.L.C., its general partner

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Senior Managing Director

BLACKSTONE HOLDINGS I/II GP L.L.C.

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Senior Managing Director

BLACKSTONE INC.

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Senior Managing Director

BLACKSTONE GROUP MANAGEMENT L.L.C.

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Senior Managing Director

/s/ Stephen A. Schwarzman
Stephen A. Schwarzman