UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. ___)*

 
Focus Financial Partners, Inc.
(Name of Issuer)
 
Class A common stock, par value $0.01 per share
(Title of Class of Securities)
 
34417P100
(CUSIP Number)
 
July 30, 2018
(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)
Rule 13d-1(d)

*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. 34417P100
SCHEDULE 13G
Page 2 of 19
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
CP Falcon AIV, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  ☒
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
1,662,118(1)
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
1,662,118(1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,662,118
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
3.89%(2)
 
12
TYPE OF REPORTING PERSON
 
PN
 
 
 
 
(1)
Directly owned by CP Falcon AIV, L.P. (“AIV“).
 
(2)
The percentages used herein and in the rest of this Schedule 13G are calculated based on 42,770,108 shares of Class A common stock (the “Common Shares”) of Focus Financial Partners, Inc. (the “Company”) outstanding following the completion of the Company's initial public offering (assuming the underwriters exercise the option to acquire additional shares in full), as reported in the Company's prospectus dated July 25, 2018, filed with the Securities and Exchange Commission on July 27, 2018.
 
 

 
CUSIP No. 34417P100
SCHEDULE 13G
Page 3 of 19
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
CP Falcon AIV Holdings, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  ☒
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
669,143(1)
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
669,143(1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
669,143
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.56%
 
12
TYPE OF REPORTING PERSON
 
PN
 
 
 
 
(1)
Directly owned by CP Falcon AIV Holdings, L.P. (“AIV Holdings”).
 
 

 
CUSIP No. 34417P100
SCHEDULE 13G
Page 4 of 19
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
CCP II Falcon AIV-B, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  ☒
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
32,499(1)
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
32,499(1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
32,499
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.08%
 
12
TYPE OF REPORTING PERSON
 
PN
 
 
 
 
(1)
Directly owned by CCP II Falcon AIV-B, L.P. (“AIV-B”).
 
 

 
CUSIP No. 34417P100
SCHEDULE 13G
Page 5 of 19
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Centerbridge Associates II, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  ☒
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
2,363,760(1)
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
2,363,760(1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,363,760
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.53%
 
12
TYPE OF REPORTING PERSON
 
PN
 
 
 
 
(1)
Includes (a) 1,662,118 Common Shares directly owned by AIV, (b) 669,143 Common Shares directly owned by AIV Holdings and (c) 32,499 Common Shares directly owned by AIV-B, which in each case may be deemed to be beneficially owned Centerbridge Associates II, L.P. (“Associates”) in its capacity as the general partner of each of AIV, AIV Holdings and AIV-B.

 

 
CUSIP No. 34417P100
SCHEDULE 13G
Page 6 of 19
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
CCP II Cayman GP Ltd.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  ☒
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
 
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
2,363,760(1)
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
2,363,760(1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,363,760
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.53%
 
12
TYPE OF REPORTING PERSON
 
OO
 
 
 
 
(1)
Includes (a) 1,662,118 Common Shared directly owned by AIV, (b) 669,143 Common Shares directly owned by AIV Holdings and (c) 32,499 Common Shares directly owned by AIV-B, which in each case may be deemed to be beneficially owned by CCP II Cayman GP Ltd. (“CCP II”) in its capacity as the general partner of Associates, which is the general partner of each of AIV, AIV Holdings and AIV-B.
 
 

 
CUSIP No. 34417P100
SCHEDULE 13G
Page 7 of 19
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Centerbridge Capital Partners SBS II, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  ☒
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
17,192(1)
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
17,192(1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
17,192
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.04%
 
12
TYPE OF REPORTING PERSON
 
PN
 
 
 
 
(1)
Directly owned by Centerbridge Capital Partners SBS II, L.P. (“SBS II”).
 
 

 
CUSIP No. 34417P100
SCHEDULE 13G
Page 8 of 19
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
CCP SBS GP, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  ☒
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
17,192(1)
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
17,192(1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
17,192
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.04%
 
12
TYPE OF REPORTING PERSON
 
OO
 
 
 
 
(1)
Includes 17,192 Common Shares directly owned by SBS II, which may be deemed to be beneficially owned by CCP SBS GP, LLC (“SBS GP”) in its capacity as the general partner of SBS II.
 
 

 
CUSIP No. 34417P100
SCHEDULE 13G
Page 9 of 19
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Jeffrey H. Aronson
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  ☒
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
2,380,952(1)(2)
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
2,380,952(1)(2)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,380,952(2)
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.57%
 
12
TYPE OF REPORTING PERSON
 
IN
 
 
 
 
(1)
Includes (a) 1,662,118 Common Shared directly owned by AIV, (b) 669,143 Common Shares directly owned by AIV Holdings, (c) 32,499 Common Shares directly owned by AIV-B and (d) 17,192 Common Shares directly owned by SBS II, which in each case may be deemed to be beneficially owned by Jeffrey H. Aronson in his capacity as (A) a director of CCP II, the general partner of Associates, which is the general partner of each of AIV, AIV Holdings and AIV-B, and (B) a managing member of SBS GP, which is the general partner of SBS II.
 
(2)
Mr. Aronson disclaims beneficial ownership of such Common Shares, except to the extent of any pecuniary interest therein.
 
 

 
CUSIP No. 34417P100
SCHEDULE 13G
Page 10 of 19
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Mark T. Gallogly
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  ☒
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
2,380,952(1)(2)
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
2,380,952(1)(2)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,380,952(2)
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.57%
 
12
TYPE OF REPORTING PERSON
 
IN
 
 
 
 
(1)
Includes (a) 1,662,118 Common Shared directly owned by AIV, (b) 669,143 Common Shares directly owned by AIV Holdings, (c) 32,499 Common Shares directly owned by AIV-B and (d) 17,192 Common Shares directly owned by SBS II, which in each case may be deemed to be beneficially owned by Mark T. Gallogly in his capacity as (A) a director of CCP II, the general partner of Associates, which is the general partner of each of AIV, AIV Holdings and AIV-B, and (B) a managing member of SBS GP, which is the general partner of SBS II.
 
(2)
Mr. Gallogly disclaims beneficial ownership of such Common Shares, except to the extent of any pecuniary interest therein.
 
 

 
CUSIP No. 34417P100
SCHEDULE 13G
Page 11 of 19
 
 
ITEM 1.
(a)
Name of Issuer: Focus Financial Partners Inc. (the “Company”)
     
 
(b)
Address of Issuer's Principal Executive Offices: 825 Third Avenue, 27th Floor
New York, NY
     
   
ITEM 2.
(a)
Name of Person Filing:
   
This Schedule 13G is filed jointly by each of the following persons (collectively, the “Reporting Persons”) pursuant to a joint filing agreement attached hereto as Exhibit 1:
 
   
i.
CP Falcon AIV, L.P., a Delaware limited partnership (“AIV”), with respect to the Common Shares (as defined in Item 2(d) below) beneficially owned by it.
       
    ii.  CP Falcon AIV Holdings, L.P., a Delaware limited partnership (“AIV Holdings”), with respect to the Common Shares beneficially owned by it. 
       
    iii.  CCP II Falcon AIV-B, L.P., a Delaware limited partnership (“AIV-B”), with respect to the Common Shares beneficially owned by it. 
       
    iv.  Centerbridge Associates II, L.P., a Delaware limited partnership (“Associates”), as general partner of AIV, AIV Holdings and AIV-B, with respect to the Common Shares beneficially owned by AIV, AIV Holdings and AIV-B. 
       
    v.  CCP II Cayman GP Ltd., a Cayman Islands exempt company (“CCP II”), as the general partner of Associates, with respect to the Common Shares beneficially owned by AIV, AIV Holdings and AIV-B. 
       
    vi.  Centerbridge Capital Partners SBS II, L.P., a Delaware limited partnership (“SBS II”), with respect to the Common Shares beneficially owned by it. 
       
    vii.  CCP SBS GP, LLC, a Delaware limited liability company (“SBS GP”), as the general partner of SBS II, with respect to the Common Shares beneficially owned by SBS II. 
       
    viii.  Jeffrey H. Aronson, as a director of CCP II and a managing member of SBS GP, with respect to the Common Shares beneficially owned by AIV, AIV Holdings, AIV-B and SBS II (collectively, the “Centerbridge Funds”). 
       
    ix.  Mark T. Gallogly, as a director of CCP II and a managing member of SBS GP, with respect to the Common Shares beneficially owned by the Centerbridge Funds. 
 
 
(b)
Address of Principal Business Office, or if none, Residence: The address of the business office of each of the Reporting Persons is 375 Park Avenue, 11th Floor, New York, NY 10152.
     
 
(c)
Citizenship: AIV, AIV Holdings, AIV-B, Associates and SBS II are limited partnerships organized under the laws of the State of Delaware. CCP II is an exempt company organized under the laws of the Cayman Islands. SBS GP is a limited liability company organized under the laws of the State of Delaware. Messrs. Aronson and Gallogly are citizens of the United States.
     
 
(d)
Title of Class of Securities: Class A common stock, par value $0.01 per share (the “Common Shares”)
     
 
(e)
CUSIP Number: 34417P100
     
ITEM 3.
IF THIS STATEMENT IS FILED PURSUANT TO §240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
     
 
(a)
[__]  Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o)
 
(b)
[__]  Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)
 
(c)
[__]  Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)
 
 

 
CUSIP No. 34417P100
SCHEDULE 13G
Page 12 of 19
 
 
 
(d)
[__]  Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)
 
(e)
[__]  An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E)
 
(f)
[__]  An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
(g)
[__]  A Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
(h)
[__]  A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
 
(i)
[__]  A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
 
(j)
[__]  A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
 
(k)
[__]  Group, in accordance with §240.13d-1(b)(1)(ii)(J).
   
ITEM 4.
OWNERSHIP.
 
CP Falcon AIV, L.P.
 
(a)
Amount beneficially owned: 1,662,118
 
(b)
Percent of class: 3.89%. The percentages used herein and in the rest of this Schedule 13G are calculated based on 42,770,108 Common Shares of the Company outstanding following the completion of the Company's initial public offering (assuming the underwriters exercise the option to acquire additional shares in full), as reported in the Company's prospectus dated July 25, 2018, filed with the Securities and Exchange Commission on July 27, 2018.
 
(c)
Number of shares as to which such person has:
     
   
(i)
Sole power to vote or to direct the vote: 0
   
(ii)
Shared power to vote or to direct the vote: 1,662,118
   
(iii)
Sole power to dispose or to direct the disposition of: 0
   
(iv)
Shared power to dispose or to direct the disposition of: 1,662,118
       
   
AIV has the power to dispose of and the power to vote the Common Shares beneficially owned by it, which powers may also be exercised by Associates, its general partner, CCP II, the general partner of Associates, and Messrs. Aronson and Gallogly, the directors of CCP II. By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the Common Shares beneficially owned by AIV. However, none of the foregoing should be construed in and of itself as an admission by Associates, CCP II, Mr. Aronson, Mr. Gallogly or any Reporting Person as to beneficial ownership of the Common Shares owned by another Reporting Person. In addition, each of Associates, CCP II, Mr. Aronson and Mr. Gallogly expressly disclaims beneficial ownership of the Common Shares owned by AIV.
       
       
 
CP Falcon AIV Holdings, L.P.
 
(a)
Amount beneficially owned: 669,143
 
(b)
Percent of class: 1.56%
 
(c)
Number of shares as to which such person has:
     
   
(i)
Sole power to vote or to direct the vote: 0
   
(ii)
Shared power to vote or to direct the vote: 669,143
   
(iii)
Sole power to dispose or to direct the disposition of: 0
   
(iv)
Shared power to dispose or to direct the disposition of: 669,143
       
   
AIV Holdings has the power to dispose of and the power to vote the Common Shares beneficially owned by it, which powers may also be exercised by Associates, its general partner, CCP II, the general partner of Associates, and Messrs. Aronson and Gallogly, the directors of CCP II. By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the Common Shares beneficially owned by AIV Holdings. However, none of the foregoing should be construed in and of itself as an admission by Associates, CCP II, Mr. Aronson, Mr. Gallogly or any Reporting Person as to beneficial ownership of the Common Shares owned by another Reporting Person. In addition, each of Associates, CCP II, Mr. Aronson and Mr. Gallogly expressly disclaims beneficial ownership of the Common Shares owned by AIV Holdings.
 
 

 
CUSIP No. 34417P100
SCHEDULE 13G
Page 13 of 19
 
 
 
CCP II Falcon AIV-B, L.P.
 
(a)
Amount beneficially owned: 32,499
 
(b)
Percent of class: 0.08%
 
(c)
Number of shares as to which such person has:
     
   
(i)
Sole power to vote or to direct the vote: 0
   
(ii)
Shared power to vote or to direct the vote: 32,499
   
(iii)
Sole power to dispose or to direct the disposition of: 0
   
(iv)
Shared power to dispose or to direct the disposition of: 32,499
       
   
AIV-B has the power to dispose of and the power to vote the Common Shares beneficially owned by it, which powers may also be exercised by Associates, its general partner, CCP II, the general partner of Associates, and Messrs. Aronson and Gallogly, the directors of CCP II. By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the Common Shares beneficially owned by AIV-B. However, none of the foregoing should be construed in and of itself as an admission by Associates, CCP II, Mr. Aronson, Mr. Gallogly or any Reporting Person as to beneficial ownership of the Common Shares owned by another Reporting Person. In addition, each of Associates, CCP II, Mr. Aronson and Mr. Gallogly expressly disclaims beneficial ownership of the Common Shares owned by AIV-B.
       
       
 
Centerbridge Associates II, L.P.
 
(a)
Amount beneficially owned:  2,363,760
 
(b)
Percent of class: 5.53%
 
(c)
Number of shares as to which such person has:
     
   
(i)
Sole power to vote or to direct the vote: 0
   
(ii)
Shared power to vote or to direct the vote: 2,363,760
   
(iii)
Sole power to dispose or to direct the disposition of: 0
   
(iv)
Shared power to dispose or to direct the disposition of: 2,363,760
       
       
   
Associates does not directly own any of the Common Shares. Associates, as the general partner of AIV, AIV Holdings and AIV-B, has the power to dispose of and the power to vote the Common Shares beneficially owned by AIV, AIV Holdings and AIV-B, which powers may also be exercised by CCP II, the general partner of Associates, and Messrs. Aronson and Gallogly, the directors of CCP II. By reason of the provisions of Rule 13d-3 of the Act, Associates may be deemed to beneficially own the Common Shares beneficially owned by AIV, AIV Holdings and AIV-B. However, none of the foregoing should be construed in and of itself as an admission by Associates, CCP II, Mr. Aronson, Mr. Gallogly or any Reporting Person as to beneficial ownership of the Common Shares owned by another Reporting Person. In addition, each of Associates, CCP II, Mr. Aronson and Mr. Gallogly expressly disclaims beneficial ownership of the Common Shares owned by AIV, AIV Holdings and AIV-B.
       
       
 
CCP II Cayman GP Ltd.
 
(a)
Amount beneficially owned:  2,363,760
 
(b)
Percent of class: 5.53%
 
(c)
Number of shares as to which such person has:
     
   
(i)
Sole power to vote or to direct the vote: 0
   
(ii)
Shared power to vote or to direct the vote: 2,363,760
   
(iii)
Sole power to dispose or to direct the disposition of: 0
   
(iv)
Shared power to dispose or to direct the disposition of: 2,363,760
 
 

 
CUSIP No. 34417P100
SCHEDULE 13G
Page 14 of 19
 
 
   
CCP II does not directly own any of the Common Shares. CCP II, as the general partner of Associates, which is the general partner of AIV, AIV Holdings and AIV-B, has the power to dispose of and the power to vote the Common Shares beneficially owned by AIV, AIV Holdings and AIV-B, which powers may also be exercised by Messrs. Aronson and Gallogly, the directors of CCP II. By reason of the provisions of Rule 13d-3 of the Act, CCP II may be deemed to beneficially own the Common Shares beneficially owned by AIV, AIV Holdings and AIV-B. However, none of the foregoing should be construed in and of itself as an admission by CCP II, Mr. Aronson, Mr. Gallogly or any Reporting Person as to beneficial ownership of the Common Shares owned by another Reporting Person. In addition, each of CCP II, Associates, Mr. Aronson and Mr. Gallogly expressly disclaims beneficial ownership of the Common Shares owned by AIV, AIV Holdings and AIV-B.
       
     
 
Centerbridge Capital Partners SBS II, L.P.
 
(a)
Amount beneficially owned: 17,192
 
(b)
Percent of class: 0.04%
 
(c)
Number of shares as to which such person has:
     
   
(i)
Sole power to vote or to direct the vote: 0
   
(ii)
Shared power to vote or to direct the vote: 17,192
   
(iii)
Sole power to dispose or to direct the disposition of: 0
   
(iv)
Shared power to dispose or to direct the disposition of: 17,192
       
   
SBS II has the power to dispose of and the power to vote the Common Shares beneficially owned by it, which powers may also be exercised by SBS GP, its general partner, and Messrs. Aronson and Gallogly, the managing members of SBS GP. By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the Common Shares beneficially owned by SBS II. However, none of the foregoing should be construed in and of itself as an admission by SBS GP, Mr. Aronson, Mr. Gallogly or any Reporting Person as to beneficial ownership of the Common Shares owned by another Reporting Person. In addition, each of SBS GP, Mr. Aronson and Mr. Gallogly expressly disclaims beneficial ownership of the Common Shares owned by SBS II.
       
       
 
CCP SBS GP, LLC
 
(a)
Amount beneficially owned: 17,192
 
(b)
Percent of class: 0.04%
 
(c)
Number of shares as to which such person has:
     
   
(i)
Sole power to vote or to direct the vote: 0
   
(ii)
Shared power to vote or to direct the vote: 17,192
   
(iii)
Sole power to dispose or to direct the disposition of: 0
   
(iv)
Shared power to dispose or to direct the disposition of: 17,192
       
   
SBS GP does not directly own any of the Common Shares. SBS GP, as the general partner of SBS II, has the power to dispose of and the power to vote the Common Shares beneficially owned by SBS II, which powers may also be exercised by Messrs. Aronson and Gallogly, the managing members of SBS GP. By reason of the provisions of Rule 13d-3 of the Act, SBS GP may be deemed to beneficially own the Common Shares beneficially owned by SBS II. However, none of the foregoing should be construed in and of itself as an admission by SBS GP, Mr. Aronson, Mr. Gallogly or any Reporting Person as to beneficial ownership of the Common Shares owned by another Reporting Person. In addition, each of SBS GP, Mr. Aronson and Mr. Gallogly expressly disclaims beneficial ownership of the Common Shares owned by SBS II.
 
 

 
CUSIP No. 34417P100
SCHEDULE 13G
Page 15 of 19
 
 
 
Jeffrey H. Aronson
 
(a)
Amount beneficially owned: 2,380,952
 
(b)
Percent of class: 5.57%
 
(c)
Number of shares as to which such person has:
     
   
(i)
Sole power to vote or to direct the vote: 0
   
(ii)
Shared power to vote or to direct the vote: 2,380,952
   
(iii)
Sole power to dispose or to direct the disposition of: 0
   
(iv)
Shared power to dispose or to direct the disposition of: 2,380,952
       
   
Mr. Aronson and Mr. Gallogly, as directors of CCP II and managing members of SBS GP, share the power to dispose of and the power to vote, the Common Shares beneficially owned by the Centerbridge Funds. Neither Mr. Aronson nor Mr. Gallogly directly owns any of the Common Shares. By reason of the provisions of Rule 13d-3 of the Act, Mr. Aronson and Mr. Gallogly may be deemed to beneficially own the Common Shares beneficially owned by the Centerbridge Funds. However, none of the foregoing should be construed in and of itself as an admission by Mr. Aronson, Mr. Gallogly or any Reporting Person as to beneficial ownership of the Common Shares owned by another Reporting Person. In addition, each of Mr. Aronson and Mr. Gallogly expressly disclaims beneficial ownership of the Common Shares owned by the Centerbridge Funds.
       
 
Mark T. Gallogly
 
(a)
Amount beneficially owned: 2,380,952
 
(b)
Percent of class: 5.57%
 
(c)
Number of shares as to which such person has:
     
   
(i)
Sole power to vote or to direct the vote: 0
   
(ii)
Shared power to vote or to direct the vote: 2,380,952
   
(iii)
Sole power to dispose or to direct the disposition of: 0
   
(iv)
Shared power to dispose or to direct the disposition of: 2,380,952
       
       
   
Mr. Aronson and Mr. Gallogly, as directors of CCP II and managing members of SBS GP, share the power to dispose of and the power to vote, the Common Shares beneficially owned by the Centerbridge Funds. Neither Mr. Aronson nor Mr. Gallogly directly owns any of the Common Shares. By reason of the provisions of Rule 13d-3 of the Act, Mr. Aronson and Mr. Gallogly may be deemed to beneficially own the Common Shares beneficially owned by the Centerbridge Funds. However, none of the foregoing should be construed in and of itself as an admission by Mr. Aronson, Mr. Gallogly or any Reporting Person as to beneficial ownership of the Common Shares owned by another Reporting Person. In addition, each of Mr. Aronson and Mr. Gallogly expressly disclaims beneficial ownership of the Common Shares owned by the Centerbridge Funds.
       
       
 
Pursuant to Rule 13d-4 of the Act, the Reporting Persons declare that filing this Statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act, the beneficial owner of any securities covered by this Schedule 13G except to the extent of such person's pecuniary interest in the Common Shares, and except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person.
 
ITEM 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
 
Not Applicable.
 
 

 
CUSIP No. 34417P100
SCHEDULE 13G
Page 16 of 19
 
 
ITEM 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
 
Not Applicable.
   
ITEM 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
   
 
Not Applicable.
   
ITEM 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
 
Not Applicable.
   
ITEM 9.
NOTICE OF DISSOLUTION OF GROUP.
   
 
Not Applicable.
   
ITEM 10.
CERTIFICATION.
   
 
By signing below I certify 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.





 
CUSIP No. 34417P100
SCHEDULE 13G
Page 17 of 19
 
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:  August 7, 2018
 
 
CP FALCON AIV, L.P.
 
     
 
By:
Centerbridge Associates II, L.P., its general partner
 
 
By:
CCP II Cayman GP Ltd., its general partner
 
       
 
By:
/s/ Jeffrey H. Aronson  
   
Name: Jeffrey H. Aronson
 
   
Title: Authorized Signatory
 
       
 
CP FALCON AIV HOLDINGS, L.P.
 
     
 
By:
Centerbridge Associates II, L.P., its general partner
 
 
By:
CCP II Cayman GP Ltd., its general partner
 
       
 
By:
/s/ Jeffrey H. Aronson  
   
Name: Jeffrey H. Aronson
 
   
Title: Authorized Signatory
 
       
 
CCP II FALCON AIV-B, L.P.
 
     
 
By:
Centerbridge Associates II, L.P., its general partner
 
 
By:
CCP II Cayman GP Ltd., its general partner
 
       
 
By:
/s/ Jeffrey H. Aronson  
   
Name: Jeffrey H. Aronson
 
   
Title: Authorized Signatory
 
       
 
CENTERBRIDGE ASSOCIATES II, L.P.
 
     
 
By:
CCP II Cayman GP Ltd., its general partner
 
       
 
By:
/s/ Jeffrey H. Aronson  
   
Name: Jeffrey H. Aronson
 
   
Title: Authorized Signatory
 
       
 
CCP II CAYMAN GP LTD.
 
     
 
By:
/s/ Jeffrey H. Aronson  
   
Name: Jeffrey H. Aronson
 
   
Title: Authorized Signatory
 
       
 
CENTERBRIDGE CAPITAL PARTNERS SBS II, L.P.
 
     
 
By:
CCP SBS GP, LLC, its general partner
 
       
 
By:
/s/ Jeffrey H. Aronson  
   
Name: Jeffrey H. Aronson
 
   
Title: Authorized Signatory
 
       
 
 
 

 
CUSIP No. 34417P100
SCHEDULE 13G
Page 18 of 19
 
 
 
CCP SBS GP, LLC
 
     
 
By:
/s/ Jeffrey H. Aronson  
   
Name: Jeffrey H. Aronson
 
   
Title: Authorized Signatory
 
       
 
By:
/s/ Jeffrey H. Aronson  
   
Jeffrey H. Aronson
 
       
 
By:
/s/ Mark T. Gallogly
 
   
Mark T. Gallogly
 
       
       

 

 
CUSIP No. 34417P100
SCHEDULE 13G
Page 19 of 19
 
 
Exhibit Index

Exhibit 1.
 
 
 
 
 
 

 
 
 
 
EXHIBIT 99.1

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated:  August 7, 2018


 
CP FALCON AIV, L.P.
 
     
 
By:
Centerbridge Associates II, L.P., its general partner
 
 
By:
CCP II Cayman GP Ltd., its general partner
 
       
 
By:
/s/ Jeffrey H. Aronson  
   
Name: Jeffrey H. Aronson
 
   
Title: Authorized Signatory
 
       
 
CP FALCON AIV HOLDINGS, L.P.
 
     
 
By:
Centerbridge Associates II, L.P., its general partner
 
 
By:
CCP II Cayman GP Ltd., its general partner
 
       
 
By:
/s/ Jeffrey H. Aronson  
   
Name: Jeffrey H. Aronson
 
   
Title: Authorized Signatory
 
       
 
CCP II FALCON AIV-B, L.P.
 
     
 
By:
Centerbridge Associates II, L.P., its general partner
 
 
By:
CCP II Cayman GP Ltd., its general partner
 
       
 
By:
/s/ Jeffrey H. Aronson  
   
Name: Jeffrey H. Aronson
 
   
Title: Authorized Signatory
 
       
 
CENTERBRIDGE ASSOCIATES II, L.P.
 
     
 
By:
CCP II Cayman GP Ltd., its general partner
 
       
 
By:
/s/ Jeffrey H. Aronson  
   
Name: Jeffrey H. Aronson
 
   
Title: Authorized Signatory
 
       
 
CCP II CAYMAN GP LTD.
 
     
 
By:
/s/ Jeffrey H. Aronson  
   
Name: Jeffrey H. Aronson
 
   
Title: Authorized Signatory
 
 

 
 
 
CENTERBRIDGE CAPITAL PARTNERS SBS II, L.P.
 
     
 
By:
CCP SBS GP, LLC, its general partner
 
       
 
By:
/s/ Jeffrey H. Aronson  
   
Name: Jeffrey H. Aronson
 
   
Title: Authorized Signatory
 
       
 
CCP SBS GP, LLC
 
     
 
By:
/s/ Jeffrey H. Aronson  
   
Name: Jeffrey H. Aronson
 
   
Title: Authorized Signatory
 
       
 
By:
/s/ Jeffrey H. Aronson  
   
Jeffrey H. Aronson
 
       
 
By:
/s/ Mark T. Gallogly  
   
Mark T. Gallogly