p12-0313sc13g.htm
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.   )*
 
BankUnited, Inc.
(Name of Issuer)
 
Common Stock, $0.01 Par Value
(Title of Class of Securities)
 
06652K103
(CUSIP Number)
 
December 31, 2011
(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 20 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).
 

 
 
 
CUSIP No.  06652K103
 
13G
Page 2 of 20 Pages


     
1
NAME OF REPORTING PERSON
    Centerbridge Capital 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
9,182,791
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
9,182,791
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,182,791
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.4%
12
TYPE OF REPORTING PERSON
PN



 
 
 
CUSIP No.  06652K103
 
13G
Page 3 of 20 Pages



     
1
NAME OF REPORTING PERSON
    Centerbridge Capital Partners Strategic, 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
339,205
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
339,205
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
339,205
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
12
TYPE OF REPORTING PERSON
PN

 
 
 
CUSIP No.  06652K103
 
13G
Page 4 of 20 Pages




     
1
NAME OF REPORTING PERSON
    Centerbridge Capital Partners SBS, 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
15,114
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
15,114
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,114
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
12
TYPE OF REPORTING PERSON
PN


 
 
 
CUSIP No.  06652K103
 
13G
Page 5 of 20 Pages



     
1
NAME OF REPORTING PERSON
    CB BU 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
584,532
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
584,532
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
584,532
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6%
12
TYPE OF REPORTING PERSON
OO


 
 
 
CUSIP No.  06652K103
 
13G
Page 6 of 20 Pages



     
1
NAME OF REPORTING PERSON
    CB BU Investors II, 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
338,413
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
338,413
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
338,413
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
12
TYPE OF REPORTING PERSON
OO


 
 
 
CUSIP No.  06652K103
 
13G
Page 7 of 20 Pages



     
1
NAME OF REPORTING PERSON
    CB BU Investors III, 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
307,649
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
307,649
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
307,649
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
12
TYPE OF REPORTING PERSON
OO

 
 
 
CUSIP No.  06652K103
 
13G
Page 8 of 20 Pages



     
1
NAME OF REPORTING PERSON
    Centerbridge Associates, 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
10,767,704
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
10,767,704
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,767,704
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.1%
12
TYPE OF REPORTING PERSON
PN


 
 
 
CUSIP No.  06652K103
 
13G
Page 9 of 20 Pages



     
1
NAME OF REPORTING PERSON
    Centerbridge GP Investors, LLC
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
10,767,704
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
10,767,704
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,767,704
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.1%
12
TYPE OF REPORTING PERSON
OO

 
 
 
CUSIP No.  06652K103
 
13G
Page 10 of 20 Pages



     
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
10,767,704
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
10,767,704
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,767,704
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.1%
12
TYPE OF REPORTING PERSON
IN

 
 
 
CUSIP No.  06652K103
 
13G
Page 11 of 20 Pages



     
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
10,767,704
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
10,767,704
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,767,704
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.1%
12
TYPE OF REPORTING PERSON
IN

 
 
 
CUSIP No.  06652K103
 
13G
Page 12 of 20 Pages



Item 1 (a).
NAME OF ISSUER
   
 
The name of the issuer is BankUnited, Inc. (the “Company”).

Item 1(b).
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
   
 
The Company’s principal executive offices are located at 14817 Oak Lane, Miami Lakes, FL 33016.

Item 2 (a).
NAME OF PERSON FILING

 
This statement is filed by:
   
 
(i)
Centerbridge Capital 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 Capital Partners Strategic, L.P., a Delaware limited partnership ("CCPS"), with respect to the Common Stock beneficially owned by it;
 
(iii)
Centerbridge Capital Partners SBS, L.P., a Delaware limited partnership ("SBS"), with respect to the Common Stock beneficially owned by it;
 
(iv)
CB BU Investors, L.L.C., a Delaware limited liability company ("CBBU"), with respect to the Common Stock beneficially owned by it;
 
(v)
CB BU Investors II, L.L.C., a Delaware limited liability company ("CBBU II"), with respect to the Common Stock beneficially owned by it;
 
(vi)
CB BU Investors III, L.L.C., a Delaware limited liability company ("CBBU III"), with respect to the Common Stock beneficially owned by it;
 
(vii)
Centerbridge Associates, L.P., a Delaware limited partnership ("CALP"), as managing member of CBBU, CBBU II and CBBU III and as general partner of CCP, CCPS and SBS, with respect to the Common Stock beneficially owned by CCP, CCPS, SBS, CBBU, CBBU II and CBBU III;
 
(viii)
Centerbridge GP Investors, LLC, a Delaware limited liability company ("CGPI"), as general partner of CALP, with respect to the Common Stock beneficially owned by CCP, CCPS, SBS, CBBU, CBBU II and CBBU III;
 
(ix)
Mark T. Gallogly ("Mr. Gallogly") as managing member of CGPI, with respect to the Common Stock beneficially owned by CCP, CCPS, SBS, CBBU, CBBU II, CBBU III, CALP and CGPI; and
 
(x)
Jeffrey Aronson ("Mr. Aronson") as managing member of CGPI, with respect to the Common Stock beneficially owned by CCP, CCPS, SBS, CBBU, CBBU II, CBBU III, CALP and CGPI.
   
 
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.

 
 
 
CUSIP No.  06652K103
 
13G
Page 13 of 20 Pages



Item 2(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, 12th Floor, New York, NY 10152.

Item 2(c).
CITIZENSHIP

 
CBBU, CBBU II, CBBU III and CGPI are limited liability companies organized under the laws of the State of Delaware.  CCPS, CCP, SBS and CALP are limited partnerships organized under the laws of the State of Delaware.  Messrs. Gallogly and Aronson are citizens of the United States.

Item 2(d).
TITLE OF CLASS OF SECURITIES
   
 
Common Stock, $0.01 Par Value ("Common Stock").

Item 2(e).
CUSIP NUMBER
   
 
06652K103

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);
 
(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:  ____________________________.

 
 
 
CUSIP No.  06652K103
 
13G
Page 14 of 20 Pages



Item 4.
OWNERSHIP

This Schedule 13G reports beneficial ownership of shares of Common Stock beneficially owned by the Reporting Persons as of the date hereof.

 
A.
Centerbridge Capital Partners, L.P.
     
(a)
Amount beneficially owned:  9,182,791
     
(b)
Percent of class:  9.4%.  The percentages used herein and in the rest of Item 4 are calculated based upon the 97,283,922 shares of Common Stock issued and outstanding on November 10, 2011 as reflected in the Form 10-Q of the Company for the quarterly period ended September 30, 2011, filed on November 14, 2011.
     
(c)
(i)
Sole power to vote or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  9,182,791
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition:  9,182,791
     
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 its general partner, CALP.
  

 
B.
Centerbridge Capital Partners Strategic, L.P.
     
(a)
Amount beneficially owned:  339,205
     
(b)
Percent of class:  0.3%
     
(c)
(i)
Sole power to vote or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  339,205
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition:  339,205
     
CCPS 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 its general partner, CALP.
  

 
C.
Centerbridge Capital Partners SBS, L.P.
     
(a)
Amount beneficially owned:  15,144
     
(b)
Percent of class:  Less than 0.1%
     
(c)
(i)
Sole power to vote or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  15,144
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition:  15,144
     
SBS 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 its general partner, CALP.
  

 
 
 
CUSIP No.  06652K103
 
13G
Page 15 of 20 Pages



 
D.
CB BU Investors, L.L.C.
     
(a)
Amount beneficially owned:  584,532
     
(b)
Percent of class: 0.6%
     
(c)
(i)
Sole power to vote or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  584,532
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition of:  584,532
   
CBBU 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 its managing member, CALP.

 
E.
CB BU Investors II, L.L.C.
     
(a)
Amount beneficially owned:  338,413
     
(b)
Percent of class:  0.3%
     
(c)
(i)
Sole power to vote or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  338,413
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition:  338,413
     
CBBU II 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 its managing member, CALP.
  

 
F.
CB BU Investors III, L.L.C.
     
(a)
Amount beneficially owned:  307,649
     
(b)
Percent of class:  0.3%
     
(c)
(i)
Sole power to vote or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  307,649
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition:  307,649
     
CBBU III 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 its managing member, CALP.
  

 
G.
Centerbridge GP Investors, LLC and Centerbridge Associates, L.P.
     
(a)
Amount beneficially owned:  10,767,704
     
(b)
Percent of class:  11.1%
     
(c)
(i)
Sole power to vote or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  10,767,704
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition:  10,767,704
     
CALP, as managing member of CBBU, CBBU II and CBBU III, and as general partner of CCPS, CCP, SBS, and CGPI, as the general partner of CALP, share the power to dispose of and the power to vote the Common Stock beneficially owned by CBBU, CBBU II, CBBU III, CCPS, CCP and SBS.  Neither CALP nor CGPI 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 CBBU, CBBU II, CBBU III, CCPS, CCP and SBS.  However, none of the foregoing should be construed in and of itself as an admission by CALP or CGPI or by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person.  In addition, each of CALP and CGPI expressly disclaims beneficial ownership of shares of common stock owned by any of CBBU, CBBU II, CBBU III, CCPS, CCP and SBS.
  

 
 
 
CUSIP No.  06652K103
 
13G
Page 16 of 20 Pages


 
H.
Mark T. Gallogly and Jeffrey Aronson
     
(a)
Amount beneficially owned:  10,767,704
     
(b)
Percent of class:  11.1%
     
(c)
(i)
Sole power to vote or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  10,767,704
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition:  10,767,704
     
Messrs. Gallogly and Aronson, as managing members of CGPI, share power to vote the Common Stock beneficially owned by CCP, CCPS, SBS, CBBU, CBBU II and CBBU III.  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, CCPS, SBS, CBBU, CBBU II and CBBU III.  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 shares of Common Stock owned by another Reporting Person.  In addition, each of Mr. Gallogly and Mr. Aronson expressly disclaims beneficial ownership of shares of Common Stock owned by any of CCP, CCPS, SBS, CBBU, CBBU II, CBBU III, CALP and CGPI.
  

Item 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
 
Not applicable.

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 OR CONTROL PERSON
 
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

 
Not applicable.

 
 
 
CUSIP No.  06652K103
 
13G
Page 17 of 20 Pages



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 14, 2012

 
CENTERBRIDGE CAPITAL PARTNERS, L.P.
   
 
By: Centerbridge Associates, L.P., its general partner
   
 
By: Centerbridge GP Investors, LLC, its general partner
   
 
/s/ Mark T. Gallogly
 
Name:  Mark T. Gallogly
 
Title:  Authorized Signatory
   
   
 
CENTERBRIDGE CAPITAL PARTNERS SBS, L.P.
   
 
By: Centerbridge Associates, L.P., its general partner
   
 
By: Centerbridge GP Investors, LLC, its general partner
   
 
/s/ Mark T. Gallogly
 
Name:  Mark T. Gallogly
 
Title:  Authorized Signatory
   
   
 
CENTERBRIDGE CAPITAL PARTNERS STRATEGIC, L.P.
   
 
By: Centerbridge Associates, L.P., its general partner
   
 
By: Centerbridge GP Investors, LLC, its general partner
   
 
/s/ Mark T. Gallogly
 
Name:  Mark T. Gallogly
 
Title:  Authorized Signatory
   
   
 
CB BU INVESTORS, L.L.C.
   
 
By: Centerbridge Associates, L.P., its managing member
   
 
By: Centerbridge GP Investors, LLC, its general partner
   
 
/s/ Mark T. Gallogly
 
Name:  Mark T. Gallogly
 
Title:  Authorized Signatory

 
 
 
CUSIP No.  06652K103
 
13G
Page 18 of 20 Pages



 
CB BU INVESTORS II, L.L.C.
   
 
By: Centerbridge Associates, L.P., its managing member
   
 
By: Centerbridge GP Investors, LLC, its general partner
   
 
/s/ Mark T. Gallogly
 
Name:  Mark T. Gallogly
 
Title:  Authorized Signatory
   
   
 
CB BU INVESTORS III, L.L.C.
   
 
By: Centerbridge Associates, L.P., its managing member
   
 
By: Centerbridge GP Investors, LLC, its general partner
   
 
/s/ Mark T. Gallogly
 
Name:  Mark T. Gallogly
 
Title:  Authorized Signatory
   
   
 
CENTERBRIDGE ASSOCIATES, L.P.
   
 
By: Centerbridge GP Investors, LLC, its general partner
   
 
/s/ Mark T. Gallogly
 
Name:  Mark T. Gallogly
 
Title:  Authorized Signatory
   
   
 
Centerbridge GP Investors, LLC
   
 
/s/ Mark T. Gallogly
 
Name:  Mark T. Gallogly
 
Title:  Authorized Signatory
   
   
 
MARK T. GALLOGLY
   
 
/s/ Mark T. Gallogly
   
   
 
JEFFREY H. ARONSON
   
 
/s/ Jeffrey H. Aronson


 
 
 
CUSIP No.  06652K103
 
13G
Page 19 of 20 Pages



EXHIBIT 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:  February 14, 2012

 
CENTERBRIDGE CAPITAL PARTNERS, L.P.
   
 
By: Centerbridge Associates, L.P., its general partner
   
 
By: Centerbridge GP Investors, LLC, its general partner
   
 
/s/ Mark T. Gallogly
 
Name:  Mark T. Gallogly
 
Title:  Authorized Signatory
   
   
 
CENTERBRIDGE CAPITAL PARTNERS SBS, L.P.
   
 
By: Centerbridge Associates, L.P., its general partner
   
 
By: Centerbridge GP Investors, LLC, its general partner
   
 
/s/ Mark T. Gallogly
 
Name:  Mark T. Gallogly
 
Title:  Authorized Signatory
   
   
 
CENTERBRIDGE CAPITAL PARTNERS STRATEGIC, L.P.
   
 
By: Centerbridge Associates, L.P., its general partner
   
 
By: Centerbridge GP Investors, LLC, its general partner
   
 
/s/ Mark T. Gallogly
 
Name:  Mark T. Gallogly
 
Title:  Authorized Signatory
   

 
 
 
CUSIP No.  06652K103
 
13G
Page 20 of 20 Pages
 
   
 
CB BU INVESTORS, L.L.C.
   
 
By: Centerbridge Associates, L.P., its managing member
   
 
By: Centerbridge GP Investors, LLC, its general partner
   
 
/s/ Mark T. Gallogly
 
Name:  Mark T. Gallogly
 
Title:  Authorized Signatory
   
   
 
CB BU INVESTORS II, L.L.C.
   
 
By: Centerbridge Associates, L.P., its managing member
   
 
By: Centerbridge GP Investors, LLC, its general partner
   
 
/s/ Mark T. Gallogly
 
Name:  Mark T. Gallogly
 
Title:  Authorized Signatory
   
   
 
CB BU INVESTORS III, L.L.C.
   
 
By: Centerbridge Associates, L.P., its managing member
   
 
By: Centerbridge GP Investors, LLC, its general partner
   
 
/s/ Mark T. Gallogly
 
Name:  Mark T. Gallogly
 
Title:  Authorized Signatory
   
   
 
CENTERBRIDGE ASSOCIATES, L.P.
   
 
By: Centerbridge GP Investors, LLC, its general partner
   
 
/s/ Mark T. Gallogly
 
Name:  Mark T. Gallogly
 
Title:  Authorized Signatory
   
   
 
Centerbridge GP Investors, LLC
   
 
/s/ Mark T. Gallogly
 
Name:  Mark T. Gallogly
 
Title:  Authorized Signatory
   
   
 
MARK T. GALLOGLY
   
 
/s/ Mark T. Gallogly
   
   
 
JEFFREY H. ARONSON
   
 
/s/ Jeffrey H. Aronson