0001140361-13-038033.txt : 20131007 0001140361-13-038033.hdr.sgml : 20131007 20131007145102 ACCESSION NUMBER: 0001140361-13-038033 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131007 DATE AS OF CHANGE: 20131007 GROUP MEMBERS: A. DEV CHODRY GROUP MEMBERS: CRAIG EFFRON GROUP MEMBERS: CURTIS SCHENKER GROUP MEMBERS: OLD BELLOWS PARTNERS LP GROUP MEMBERS: SCOGGIN INTERNATIONAL FUND, LTD. GROUP MEMBERS: SCOGGIN LLC GROUP MEMBERS: SCOGGIN WORLDWIDE FUND, LTD. GROUP MEMBERS: TCW/SCOGGIN EVENT DRIVEN MASTER FUND, L.P. GROUP MEMBERS: TCW/SCOGGIN, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GLOBECOMM SYSTEMS INC CENTRAL INDEX KEY: 0001031028 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 113225567 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-52681 FILM NUMBER: 131138904 BUSINESS ADDRESS: STREET 1: 45 OSER AVENUE CITY: HAUPPAUGE STATE: NY ZIP: 11788 BUSINESS PHONE: 5162319800 MAIL ADDRESS: STREET 1: 45 OSER AVENUE CITY: HAUPPAUGE STATE: NY ZIP: 11788 FORMER COMPANY: FORMER CONFORMED NAME: WSI COMMUNICATIONS INC DATE OF NAME CHANGE: 19970121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCOGGIN CAPITAL MANAGEMENT II LLC CENTRAL INDEX KEY: 0001130262 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 660 MADISON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 2123555600 MAIL ADDRESS: STREET 1: 660 MADISON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 FORMER COMPANY: FORMER CONFORMED NAME: SCOGGIN CAPITAL MANAGEMENT LP II DATE OF NAME CHANGE: 20001219 SC 13G 1 formsc13g.htm SCOGGIN CAPITAL MANAGEMENT II LLC SC 13G 9-26-2013 (GLOBECOMM SYSTEMS)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549

 
SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Globecomm Systems Inc.
(Name of Issuer)

Common Stock, par value $0.001 per share
(Title of Class of Securities)

37956X103
(CUSIP Number)

 
September 26, 2013
 
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o  Rule 13d-1(b)
x  Rule 13d-1(c)
o  Rule 13d-1(d)
 
Page 1 of 23 Pages
 
13G
 
CUSIP No. 37956X103
Page 2 of 23 Pages

1)
NAME OF REPORTING PERSON
 
Scoggin Capital Management II LLC
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    o
 
(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
 
1,093,500
6)
SHARED VOTING POWER
 
0
7)
SOLE DISPOSITIVE POWER
 
1,093,500
8)
SHARED DISPOSITIVE POWER
 
0
9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,093,500
  
10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 o
11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.6%
  
12)
TYPE OF REPORTING PERSON
 
OO
  

13G
 
CUSIP No. 37956X103
Page 3 of 23 Pages
 
1)
NAME OF REPORTING PERSON
 
Scoggin International Fund, Ltd.
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    o
 
(b)    x
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
 
875,000
6)
SHARED VOTING POWER
 
0
7)
SOLE DISPOSITIVE POWER
 
875,000
8)
SHARED DISPOSITIVE POWER
 
0
9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
875,000
  
10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
 
11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
3.7%
  
12)
TYPE OF REPORTING PERSON
 
CO
  
13G
 
CUSIP No. 37956X103
Page 4 of 23 Pages
 
1)
NAME OF REPORTING PERSON
 
Scoggin Worldwide Fund, Ltd.
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    o
 
(b)    x
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
 
87,500
6)
SHARED VOTING POWER
 
0
7)
SOLE DISPOSITIVE POWER
 
87,500
8)
SHARED DISPOSITIVE POWER
 
0
9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
87,500
  
10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
 
11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.4%
  
12)
TYPE OF REPORTING PERSON
 
CO
  

13G
 
CUSIP No. 37956X103
Page 5 of 23 Pages
 
1)
NAME OF REPORTING PERSON
 
TCW/Scoggin Event Driven Master Fund, L.P.
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    o
 
(b)    x
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
 
44,000
6)
SHARED VOTING POWER
 
0
7)
SOLE DISPOSITIVE POWER
 
44,000
8)
SHARED DISPOSITIVE POWER
 
0
9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
44,000
  
10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
 
11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.2%
  
12)
TYPE OF REPORTING PERSON
 
PN
  

13G
 
CUSIP No. 37956X103
Page 6 of 23 Pages
 
1)
NAME OF REPORTING PERSON
 
Scoggin LLC
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    o
 
(b)    x
3)
SEC USE ONLY
 
4)
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
 
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5)
SOLE VOTING POWER
 
0
6)
SHARED VOTING POWER
 
2,056,000
7)
SOLE DISPOSITIVE POWER
 
0
8)
SHARED DISPOSITIVE POWER
 
2,056,000
9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,056,000
  
10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 o
11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
8.6%
  
12)
TYPE OF REPORTING PERSON
 
OO
  

13G
 
CUSIP No. 37956X103
Page 7 of 23 Pages
 
1)
NAME OF REPORTING PERSON
 
Old Bellows Partners LP
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    o
 
(b)    x
3)
SEC USE ONLY
 
4)
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
 
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5)
SOLE VOTING POWER
 
0
6)
SHARED VOTING POWER
 
87,500
7)
SOLE DISPOSITIVE POWER
 
0
8)
SHARED DISPOSITIVE POWER
 
87,500
9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
87,500
  
10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 o
11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.4%
  
12)
TYPE OF REPORTING PERSON
 
PN
  
13G
 
CUSIP No. 37956X103
Page 8 of 23 Pages

1)
NAME OF REPORTING PERSON
 
TCW/Scoggin, LLC
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    o
 
(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
 
44,000
7)
SOLE DISPOSITIVE POWER
 
0
8)
SHARED DISPOSITIVE POWER
 
44,000
9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
44,000
  
10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
 
11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.2%
  
12)
TYPE OF REPORTING PERSON
 
OO
  
13G
 
CUSIP No. 37956X103
Page 9 of 23 Pages

1)
NAME OF REPORTING PERSON
 
A. Dev Chodry
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    o
 
(b)    x
3)
SEC USE ONLY
 
4)
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
 
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5)
SOLE VOTING POWER
 
0
6)
SHARED VOTING POWER
 
2,100,000
7)
SOLE DISPOSITIVE POWER
 
0
8)
SHARED DISPOSITIVE POWER
 
2,100,000
9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,100,000
  
10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
 
11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
8.8%
  
12)
TYPE OF REPORTING PERSON
 
IN
  
13G
 
CUSIP No. 37956X103
Page 10 of 23 Pages
 
1)
NAME OF REPORTING PERSON
 
Craig Effron
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    o
 
(b)    x
3)
SEC USE ONLY
 
4)
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
 
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5)
SOLE VOTING POWER
 
0
6)
SHARED VOTING POWER
 
2,100,000
7)
SOLE DISPOSITIVE POWER
 
0
8)
SHARED DISPOSITIVE POWER
 
2,100,000
9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,100,000
  
10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 o
11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
8.8%
  
12)
TYPE OF REPORTING PERSON
 
IN
  
13G
CUSIP No. 37956X103
Page 11 of 23 Pages
 
1)
NAME OF REPORTING PERSON
 
Curtis Schenker
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)     o
 
(b)     x
3)
SEC USE ONLY
 
4)
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
 
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5)
SOLE VOTING POWER
 
0
6)
SHARED VOTING POWER
 
2,100,000
7)
SOLE DISPOSITIVE POWER
 
0
8)
SHARED DISPOSITIVE POWER
 
2,100,000
9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,100,000
  
10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
 
11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
8.8%
  
12)
TYPE OF REPORTING PERSON
 
IN
  

Item 1(a). Name of Issuer:
 
Globecomm Systems Inc.
 
Item 1(b). Address of Issuer’s Principal Executive Offices:
 
45 Oser Avenue
Hauppauge, NY 11788

Item 2(a). Name of Persons Filing:
 
(i) Scoggin Capital Management II LLC
(ii) Scoggin International Fund, Ltd.
(iii) Scoggin Worldwide Fund, Ltd.
(iv)
TCW/Scoggin Event Driven Master Fund, L.P.
(v) Scoggin LLC
(vi) Old Bellows Partners LP
(vii) TCW/Scoggin, LLC
(viii) A. Dev Chodry
(ix) Craig Effron
(x) Curtis Schenker

(collectively, the “Reporting Persons” and each, a “Reporting Person”)

Item 2(b). Address of Principal Business Office or, if None, Residence:
 
Each of Scoggin International Fund, Ltd. and Scoggin Worldwide Fund, Ltd. has a business address at c/o Mourant Cayman Nominees, Ltd., Third Floor, Harbour Centre, P.O. Box 1348, Grand Cayman KY1-1108, Cayman Islands.
 
TCW/Scoggin Event Driven Master Fund, L.P. has a business address at c/o Ogier Fiduciary Services (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman KY1-9007, Cayman Islands.
 
TCW/Scoggin, LLC has a business address at 865 South Figueroa Street, 18th Floor, Los Angeles, CA 90017.
 
Each of the other Reporting Persons has a business address at 660 Madison Avenue, New York, NY 10065.
 
Item 2(c). Citizenship or Place of Organization:
 
(i) Scoggin Capital Management II LLC
Delaware
 
(ii) Scoggin International Fund, Ltd.
Cayman Islands
 
(iii) Scoggin Worldwide Fund, Ltd.
Cayman Islands
(iv) TCW/Scoggin Event Driven Master Fund, L.P.
Cayman Islands
 
(v) Scoggin LLC
New York

(vi)
Old Bellows Partners LP
New York

(vii) TCW/Scoggin, LLC
Delaware

(viii)            A. Dev Chodry
USA
 
(ix)            Craig Effron
USA
 
(x)
Curtis Schenker
USA
 
Item 2(d). Title of Class of Securities:
 
Common Stock
 
Item 2(e). CUSIP Number:
 
37956X103
 
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)
 
o
Broker or Dealer registered under Section 15 of the Act (15 U.S.C. 78o);
 
(b)
 
o
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
 
(c)
 
o
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
 
(d)
 
o
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
(e)
 
o
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
 
(f)
 
o
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
 
(g)
 
o
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
 
(h)
 
o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
 
(i)
 
o
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
 
(j)
 
o
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
 
(k)
 
o
Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
 
Item 4. Ownership.
 
(i)            Scoggin Capital Management II LLC1
 
(a) Amount beneficially owned: 1,093,500
 
 
 (b) Percent of class: 4.6%2
 
(c) Number of shares as to which such person has:
 
(i)
Sole power to vote or to direct the vote: 1,093,500
 
 
 (ii)
Shared power to vote or to direct the vote: 0
 
(iii)
Sole power to dispose or to direct the disposition of: 1,093,500
 
(iv) Shared power to dispose or to direct the disposition of: 0
 
(ii)            Scoggin International Fund, Ltd.3
 
(a)
Amount beneficially owned: 875,000
 
(b)
Percent of class: 3.7%
 
(c)
Number of shares as to which such person has:
 
(i)
Sole power to vote or to direct the vote: 875,000
 
(ii)
Shared power to vote or to direct the vote: 0
 
(iii) Sole power to dispose or to direct the disposition of: 875,000

 
1
The investment manager of Scoggin Capital Management II LLC is Scoggin LLC. A. Dev Chodry is a member of Scoggin LLC, and Craig Effron and Curtis Schenker are the managing members of Scoggin LLC.
 
2
Percentages are based on 23,869,506 shares of common stock outstanding (as set forth in the Issuer’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on September 13, 2013).
 
3 The investment manager of Scoggin International Fund, Ltd. is Scoggin LLC. A. Dev Chodry is a member of Scoggin LLC, and Craig Effron and Curtis Schenker are the managing members of Scoggin LLC.
(iv)
Shared power to dispose or to direct the disposition of: 0
 
(iii)            Scoggin Worldwide Fund, Ltd.4
 
(a)
Amount beneficially owned: 87,500
 
(b)
Percent of class: 0.4%
 
(c)
Number of shares as to which such person has:
 
(i)
Sole power to vote or to direct the vote: 87,500
 
(ii)
Shared power to vote or to direct the vote: 0
 
(iii)
Sole power to dispose or to direct the disposition of: 87,500
 
(iv)
Shared power to dispose or to direct the disposition of: 0
 
 (iv)            TCW/Scoggin Event Driven Master Fund, L.P.5
 
(a)
Amount beneficially owned: 44,000
 
(b)
Percent of class: 0.2%
 
(c)
Number of shares as to which such person has:
 
(i)
Sole power to vote or to direct the vote: 44,000
 
(ii)
Shared power to vote or to direct the vote: 0
 
(iii)
Sole power to dispose or to direct the disposition of: 44,000
 
(iv)
Shared power to dispose or to direct the disposition of: 0
 

4
The investment manager of Scoggin Worldwide Fund, Ltd. is Old Bellows Partners LP.  Old Bell Associates LLC is the general partner of Old Bellows Partners LP.  A. Dev Chodry is the managing member of Old Bell Associates LLC. Scoggin LLC is a limited partner of Old Bellows Partners LP.  A. Dev Chodry is a member of Scoggin LLC, and Craig Effron and Curtis Schenker are the managing members of Scoggin LLC.
 
5 The investment manager of TCW/Scoggin Event Driven Master Fund, L.P. is TCW/Scoggin, LLC.  A. Dev Chodry, Craig Effron and Curtis Schenker are the Co-Chief Investment Officers of TCW/Scoggin, LLC.
(v)            Scoggin LLC6
 
(a)
Amount beneficially owned: 2,056,000
 
(b)
Percent of class: 8.6%
 
(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: 2,056,000
 
(iii)
Sole power to dispose or to direct the disposition of: 0
 
(iv)
Shared power to dispose or to direct the disposition of: 2,056,000
 
(vi)            Old Bellows Partners LP7
 
(a)
Amount beneficially owned: 87,500
 
(b)
Percent of class: 0.4%
 
(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: 87,500
 
(iii)
Sole power to dispose or to direct the disposition of: 0
 
(iv)
Shared power to dispose or to direct the disposition of: 87,500
 
(vii)            TCW/Scoggin, LLC8
 
(a)
Amount beneficially owned: 44,000
 
(b)
Percent of class: 0.2%
 

6
Scoggin LLC is the investment manager of Scoggin Capital Management II LLC and Scoggin International Fund, Ltd. A. Dev Chodry is a member of Scoggin LLC, and Craig Effron and Curtis Schenker are the managing members of Scoggin LLC. Scoggin LLC is a limited partner of Old Bellows Partners LP.  Old Bellows Partners LP is the investment manager of Scoggin Worldwide Fund, Ltd.
 
7
Old Bellows Partners LP is the investment manager of Scoggin Worldwide Fund, Ltd.  Old Bell Associates LLC is the general partner of Old Bellows Partners LP.  A. Dev Chodry is the managing member of Old Bell Associates LLC. Scoggin LLC is a limited partner of Old Bellows Partners LP. A. Dev Chodry is a member of Scoggin LLC, and Craig Effron and Curtis Schenker are the managing members of Scoggin LLC.
 
8 TCW/Scoggin LLC is the investment manager of TCW/Scoggin Event Driven Master Fund, L.P.  A. Dev Chodry, Craig Effron and Curtis Schenker are the Co-Chief Investment Officers of TCW/Scoggin, LLC.
(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: 44,000
 
(iii)
Sole power to dispose or to direct the disposition of: 0
 
(iv)
Shared power to dispose or to direct the disposition of: 44,000
 
(viii)            A. Dev Chodry9
 
(a)
Amount beneficially owned: 2,100,000
 
(b)
Percent of class: 8.8%
 
(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: 2,100,000
 
(iii)
Sole power to dispose or to direct the disposition of: 0
 
(iv)
Shared power to dispose or to direct the disposition of: 2,100,000
 
 (ix)            Craig Effron10
 
(a)
Amount beneficially owned:  2,100,000
 
(b)
Percent of class: 8.8%
 
(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: 2,100,000
 

9
A. Dev Chodry is a member of Scoggin LLC. Scoggin LLC is the investment manager of Scoggin Capital Management II LLC and Scoggin International Fund, Ltd. A. Dev Chodry is the managing member of Old Bell Associates LLC. Old Bell Associates LLC is the general partner of Old Bellows Partners LP. Scoggin LLC is a limited partner of Old Bellows Partners LP. Old Bellows Partners LP is the investment manager of Scoggin Worldwide Fund, Ltd.  A. Dev Chodry is also a Co-Chief Investment Officer of TCW/Scoggin, LLC.
 
10
Craig Effron is a managing member of Scoggin LLC. Scoggin LLC is the investment manager of Scoggin Capital Management II LLC and Scoggin International Fund, Ltd. Scoggin LLC is a limited partner of Old Bellows Partners LP. Old Bellows Partners LP is the investment manager of Scoggin Worldwide Fund, Ltd. Craig Effron is also a Co-Chief Investment Officer of TCW/Scoggin, LLC.
(iii)
Sole power to dispose or to direct the disposition of: 0
 
(iv)
Shared power to dispose or to direct the disposition of: 2,100,000
 
(x)            Curtis Schenker11
 
(a)
Amount beneficially owned: 2,100,000
 
(b)
Percent of class: 8.8%
 
(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: 2,100,000
 
(iii)
Sole power to dispose or to direct the disposition of: 0
 
(iv)
Shared power to dispose or to direct the disposition of: 2,100,000
 
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


11
Curtis Schenker is a managing member of Scoggin LLC. Scoggin LLC is the investment manager of Scoggin Capital Management II LLC and Scoggin International Fund, Ltd. Scoggin LLC is a limited partner of Old Bellows Partners LP. Old Bellows Partners LP is the investment manager of Scoggin Worldwide Fund, Ltd. Curtis Schenker is also a Co-Chief Investment Officer of TCW/Scoggin, LLC.
Item 10. Certification.
 
By signing below the undersigned certifies that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE
 
After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement with respect to the Reporting Person on whose behalf the undersigned is executing this statement is true, complete and correct.
 
Dated as of October 7, 2013
Scoggin Capital Management II LLC
 
 
By: /s/ Craig Effron
Title: Member
 
 
Dated as of October 7, 2013
Scoggin International Fund, Ltd.
 
 
By: /s/ Craig Effron
Title: Member

 
Dated as of October 7, 2013
Scoggin Worldwide Fund, Ltd.
 
 
By:  /s/ A. Dev Chodry
Title: Director

 
Dated as of October 7, 2013
TCW/Scoggin Event Driven Master Fund, L.P.
 
 
By: TCW/Scoggin, LLC, its Investment Manager
 
 
By: /s/ Craig Effron
Title: Co-Chief Investment Officer

 
Dated as of October 7, 2013
Scoggin LLC
 
 
 
By: /s/ Craig Effron
Title: Managing Member

 
Dated as of October 7, 2013
Old Bellows Partners LP
 
 
By: Old Bell Associates LLC, its General Partner
 
 
By: /s/ A. Dev Chodry
Title: Managing Member

Dated as of October 7, 2013
TCW/Scoggin, LLC
 
 
By: /s/ Craig Effron
Title: Co-Chief Investment Officer

 
Dated as of October 7, 2013
/s/ A. Dev Chodry
A. Dev Chodry
 
 
Dated as of October 7, 2013
/s/ Craig Effron
Craig Effron

 
Dated as of October 7, 2013
/s/ Curtis Schenker
Curtis Schenker

Exhibit A
Agreement of Joint Filing
 
Pursuant to 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to join in the filing on behalf of each of them of a Statement on Schedule 13G and any and all amendments thereto, and that this Agreement be included as an Exhibit to such filing.
 
This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same agreement.
 
IN WITNESS WHEREOF, the undersigned have executed this Agreement.

Dated as of October 7, 2013
Scoggin Capital Management II LLC
 
 
By: /s/ Craig Effron
Title: Member

 
Dated as of October 7, 2013
Scoggin International Fund, Ltd.
 
 
By: /s/ Craig Effron
Title: Member

 
Dated as of October 7, 2013
Scoggin Worldwide Fund, Ltd.
 
 
By:  /s/ A. Dev Chodry
Title: Director


Dated as of October 7, 2013
TCW/Scoggin Event Driven Master Fund, L.P.
 
 
By: TCW/Scoggin, LLC, its Investment Manager
 
 
By: /s/ Craig Effron
Title: Co-Chief Investment Officer

 
Dated as of October 7, 2013
Scoggin LLC
 
 
By: /s/ Craig Effron
Title: Managing Member

Dated as of October 7, 2013
Old Bellows Partners LP
 
 
By: Old Bell Associates LLC, its General Partner
 
 
By: /s/ A. Dev Chodry
Title: Managing Member

 
Dated as of October 7, 2013
TCW/Scoggin, LLC
 
 
By: /s/ Craig Effron
Title: Co-Chief Investment Officer

 
Dated as of October 7, 2013
/s/ A. Dev Chodry
A. Dev Chodry
 
 
Dated as of October 7, 2013
/s/ Craig Effron
Craig Effron

 
Dated as of October 7, 2013
/s/ Curtis Schenker
Curtis Schenker