-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EEftSm4LEAr3q669M7nqKPAvUWsY58870X5lZ/26GbZAK6jaSI8BpeA1EdEc1IGk ZIqr/sAp0ymzFtRoK+m5BQ== 0000898822-11-000034.txt : 20110125 0000898822-11-000034.hdr.sgml : 20110125 20110125170754 ACCESSION NUMBER: 0000898822-11-000034 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110125 DATE AS OF CHANGE: 20110125 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EXCO RESOURCES INC CENTRAL INDEX KEY: 0000316300 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 741492779 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35504 FILM NUMBER: 11547090 BUSINESS ADDRESS: STREET 1: 12377 MERIT DR STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75251 BUSINESS PHONE: 2143682084 MAIL ADDRESS: STREET 1: 12377 MERIT DR STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75251 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WL ROSS & CO LLC CENTRAL INDEX KEY: 0001202045 IRS NUMBER: 134106462 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 600 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128261100 MAIL ADDRESS: STREET 1: 600 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 wlr13danew.htm wlr13danew.htm - Generated by SEC Publisher for SEC Filing

 

 

 

SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, D.C. 20549

 

Amendment No. 1 to

SCHEDULE 13D

 

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

EXCO Resources, Inc.

(Name of Issuer)

 

 

Common Stock, Par Value $0.001 per share

(Title and Class of Securities)

 

 

269279402

(CUSIP Number)

 

WL Ross & Co. LLC

1166 Avenue of the Americas

New York, New York 10036

Attention: Michael J. Gibbons

Telephone Number: (212) 826-1100

 

Copy to:

 

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

Attention: David E. Shapiro

Telephone Number:  (212) 403-1000

 

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

 

 

January 24, 2011

(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 Rule 13d-1(e), 13d-1(f) or 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 (the “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. 269279402

      13D

Page 2

 

 

(Continued on following pages)

 

 

 

 

 

 

1

NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

WL Ross & Co. LLC (1)

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) c

(b) r

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

OO

 

5


CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS

 

2(d) or 2(e)  £

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

 

7    SOLE VOTING POWER

 

      -0-

8    SHARED VOTING POWER

 

      18,012,301 (1) (See Item 5)

 

9    SOLE DISPOSITIVE POWER

 

      -0-

10  SHARED DISPOSITIVE POWER

 

     18,012,301 (1) (See Item 5)

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

18,012,301 (1) (See Item 5)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  £

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

8.5% (See Item 5)

 

14

TYPE OF REPORTING PERSON

 

OO

 

 

  2


 

CUSIP No. 269279402

      13D

Page 3

 

(1)

WL Ross & Co. LLC is the investment manager of WLR Recovery Fund IV XCO AIV I, L.P. (“Fund IV AIV I”), WLR Recovery Fund IV XCO AIV II, L.P. (“Fund IV AIV II”), WLR Recovery Fund IV XCO AIV III, L.P. (“Fund IV AIV III”), WLR Select Co-Investment XCO AIV, L.P. (“Co-Invest Fund AIV 8;), WLR/GS Master Co-Investment XCO AIV, L.P. (“WLR/GS Fund AIV”) and WLR IV Parallel ESC, L.P. (“Parallel Fund”).  Fund IV AIV I holds directly 4,053,218 shares of common stock of the Issuer, Fund IV AIV II holds directly 4,052,198 shares of common stock of the Issuer, Fund IV AIV III holds directly 4,053,080 shares of common stock of the Issuer, Co-Invest Fund AIV holds directly 4,420,178 shares of common stock of the Issuer; WLR/GS Fund AIV holds directly 1,386,044 shares of common stock of the Issuer and Parallel Fund holds directly 47,583 shares of common stock of the Issuer.  Wilbur L. Ross, Jr. is the Chairman and Chief Executive Officer of WL Ross & Co. LLC and the mana ging member of El Vedado, LLC, the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Recovery Associates IV LLC, WLR Select Associates LLC and WLR Master Co-Investment GP, LLC.  WLR Recovery Associates IV LLC is the general partner of WLR Recovery Fund IV, L.P. (“Fund IV”), Fund IV AIV I, Fund IV AIV II and Fund IV AIV III.  WLR Select Associates LLC is the general partner of WLR Select Co-Investment, L.P. (“Co-Invest Fund”) and Co-Invest Fund AIV.  WLR Master Co-Investment GP, LLC is the general partner of WLR/GS Co-Investment, L.P. (“WLR/GS Fund”) and WLR/GS Fund AIV.  Invesco Private Capital, Inc. is the managing member of INVESCO WLR IV Associates LLC, which is in turn the general partner of Parallel Fund.  INVESCO WLR IV Associates LLC and WLR Recovery Associates IV LLC have agreed that Parallel Fund will make investments on a pro rata basis in parallel with Fund IV.

 

Accordingly, WL Ross & Co. LLC may be deemed to share voting and dispositive power with (i) Wilbur L. Ross, Jr., El Vedado, LLC, WL Ross Group, L.P. and WLR Recovery Associates IV LLC over the shares held by Fund IV AIV I; (ii) Wilbur L. Ross, Jr., El Vedado, LLC, WL Ross Group, L.P. and WLR Recovery Associates IV LLC over the shares held by Fund IV AIV II; (iii) Wilbur L. Ross, Jr., El Vedado, LLC, WL Ross Group, L.P. and WLR Recovery Associates IV LLC over the shares held by Fund IV AIV III; (iv) Wilbur L. Ross, Jr., El Vedado, LLC, WL Ross Group, L.P. and WLR Select Associates LLC over the shares held by Co-Invest Fund AIV; (v) Wilbur L. Ross, Jr., El Vedado, LLC, WL Ross Group, L.P. and WLR Master Co-Investment GP, LLC over the shares held by WLR/GS Fund AIV and (vi) Wilbur L. Ross, Jr., El Vedado, LLC, WL Ross Group, L.P., WLR Recovery Associates IV LLC, Invesco Private Capital, Inc. and INVESCO WLR IV As sociates LLC over the shares held by Parallel Fund.

  3


 

CUSIP No. 269279402

      13D

Page 4

 

 

      

1

NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

WLR Recovery Fund IV, L.P. (1)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) c

(b) r

3

SEC USE ONLY

4

SOURCE OF FUNDS

 

OO

5


CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS


2(d) or 2(e) £

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7    SOLE VOTING POWER

 

      -0-

8    SHARED VOTING POWER


      -0- (See Item 5)

9    SOLE DISPOSITIVE POWER

 

      -0-

10  SHARED DISPOSITIVE POWER

 

     -0- (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 -0- (See Item 5)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  £

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0% (See Item 5)

14

TYPE OF REPORTING PERSON

 

PN

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                                                                  4


 

CUSIP No. 269279402

      13D

Page 5

 

1

NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

WLR Recovery Fund IV XCO AIV I, L.P. (1)

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) c

(b) r

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

OO

 

5


CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS


2(d) or 2(e) £

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7    SOLE VOTING POWER

 

      -0-

 

8    SHARED VOTING POWER

 

        4,053,218(1) (See Item 5)

9    SOLE DISPOSITIVE POWER

 

         -0-

10  SHARED DISPOSITIVE POWER

 

       4,053,218(1) (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,053,218(1) (See Item 5)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  £

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.9% (See Item 5)

14

TYPE OF REPORTING PERSON

 

PN

 (1)

WLR Recovery Fund IV XCO AIV I, L.P. (“Fund IV AIV I”) holds directly 4,053,218 shares of common stock of the Issuer.  Wilbur L. Ross, Jr. is the Chairman and Chief Executive Officer of WL Ross & Co. LLC and the managing member of El Vedado, LLC, the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Recovery Associates IV LLC.  WLR Recovery Associates IV LLC is the general partner of Fund IV AIV I.  WL Ross & Co. LLC is the investment manager of Fund IV AIV I. 

 

Accordingly, WL Ross & Co. LLC, Wilbur L. Ross, Jr., El Vedado, LLC, WL Ross Group, L.P. and WLR Recovery Associates IV LLC may be deemed to share voting and dispositive power over the shares held by Fund IV AIV I.

5


 

CUSIP No. 269279402

      13D

Page 6

 

 

     

1

NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

WLR Recovery Fund IV XCO AIV II, L.P. (1)

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) c

(b) r

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

OO

 

5


CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS

 

2(d) or 2(e) £

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH 

7    SOLE VOTING POWER

 

      -0-

 

8    SHARED VOTING POWER

 

      4,052,198 (1) (See Item 5)

9    SOLE DISPOSITIVE POWER

 

      -0-

10  SHARED DISPOSITIVE POWER

 

      4,052,198 (1) (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,052,198 (1) (See Item 5)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  £

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.9% (See Item 5)

14

TYPE OF REPORTING PERSON

 

PN

 

 (1)

WLR Recovery Fund IV XCO AIV II, L.P. (“Fund IV AIV II”) holds directly 4,052,198 shares of common stock of the Issuer.  Wilbur L. Ross, Jr. is the Chairman and Chief Executive Officer of WL Ross & Co. LLC and the managing member of El Vedado, LLC, the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Recovery Associates IV LLC.  WLR Recovery Associates IV LLC is the general partner of Fund IV AIV II.  WL Ross & Co. LLC is the investment manager of Fund IV AIV II. 

 

Accordingly, WL Ross & Co. LLC, Wilbur L. Ross, Jr., El Vedado, LLC, WL Ross Group, L.P. and WLR Recovery Associates IV LLC may be deemed to share voting and dispositive power over the shares held by Fund IV AIV II.

 

 

6


 

CUSIP No. 269279402

      13D

Page 7

 

 

1

NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

WLR Recovery Fund IV XCO AIV III, L.P. (1)

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) c

(b) r

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

OO

 

5


CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS


2(d) or 2(e) £

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH 

7    SOLE VOTING POWER

 

      -0-

 

8    SHARED VOTING POWER

 

      4,053,080 (1) (See Item 5)

9    SOLE DISPOSITIVE POWER

 

       -0-

10  SHARED DISPOSITIVE POWER

 

      4,053,080 (1) (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,053,080 (1) (See Item 5)

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  £

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.9% (See Item 5)

 

14

TYPE OF REPORTING PERSON

 

PN

 

 (1)

WLR Recovery Fund IV XCO AIV III, L.P. (“Fund IV AIV III”) holds directly 4,053,080 shares of common stock of the Issuer.  Wilbur L. Ross, Jr. is the Chairman and Chief Executive Officer of WL Ross & Co. LLC and the managing member of El Vedado, LLC, the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Recovery Associates IV LLC.  WLR Recovery Associates IV LLC is the general partner of Fund IV AIV III.  WL Ross & Co. LLC is the investment manager of Fund IV AIV III.

 

Accordingly, WL Ross & Co. LLC, Wilbur L. Ross, Jr., El Vedado, LLC, WL Ross Group, L.P. and WLR Recovery Associates IV LLC may be deemed to share voting and dispositive power over the shares held by Fund IV AIV III.

 

 7


 

CUSIP No. 269279402

      13D

Page 8

 

      

1

NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

WLR Select Co-Investment, L.P. (1)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) c

(b) r

3

SEC USE ONLY

4

SOURCE OF FUNDS

 

OO

5


CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS


2(d) or 2(e)  £

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7    SOLE VOTING POWER

 

      -0-

 

8    SHARED VOTING POWER

 

        -0- (See Item 5)

9    SOLE DISPOSITIVE POWER

 

     -0-

10  SHARED DISPOSITIVE POWER

 

     -0- (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

-0- (See Item 5)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  £

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0% (See Item 5)

14

TYPE OF REPORTING PERSON

 

PN

 

 

 

 

 

8


 

CUSIP No. 269279402

      13D

Page 9

 

 

1

NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

WLR Select Co-Investment XCO AIV, L.P. (1)

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) c

(b) r

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

OO

 

5


CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS

 

2(d) or 2(e)  £

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

 

7    SOLE VOTING POWER

 

      -0-

 

8    SHARED VOTING POWER

 

      4,420,178 (1) (See Item 5)

 

9    SOLE DISPOSITIVE POWER

 

      -0-

 

10  SHARED DISPOSITIVE POWER

 

      4,420,178 (1) (See Item 5)

 

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,420,178 (1) (See Item 5)

 

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  £

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.1% (See Item 5)

 

 

14

TYPE OF REPORTING PERSON

 

PN

 

 

(1)

WLR Select Co-Investment XCO AIV, L.P. (“Co-Invest Fund AIV”) holds directly 4,420,178 shares of common stock of the Issuer.  Wilbur L. Ross, Jr. is the Chairman and Chief Executive Officer of WL Ross & Co. LLC and the managing member of El Vedado, LLC, the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Select Associates LLC.  WLR Select Associates LLC is the general partner of Co-Invest Fund AIV.  WL Ross & Co. LLC is the investment manager of Co-Invest Fund AIV.

 

Accordingly, WL Ross & Co. LLC, Wilbur L. Ross, Jr., El Vedado, LLC, WL Ross Group, L.P. and WLR Select Associates LLC may be deemed to share voting and dispositive power over the shares held by Co-Invest Fund AIV.

 9


 

CUSIP No. 269279402

      13D

Page 10

 

 

 

1

NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

WLR/GS Master Co-Investment, L.P. (1)

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) c

(b) r

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

OO

 

5


CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS

 

2(d) or 2(e)  £

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7    SOLE VOTING POWER

 

      -0-

 

8    SHARED VOTING POWER

 

        -0- (See Item 5)

9    SOLE DISPOSITIVE POWER

 

        -0-

10  SHARED DISPOSITIVE POWER

 

        -0- (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

-0- (See Item 5)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  £

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0% (See Item 5)

14

TYPE OF REPORTING PERSON

 

PN

 

 

 

10


 

CUSIP No. 269279402

      13D

Page 11

 

 

1

NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

WLR/GS Master Co-Investment XCO AIV, L.P. (1)

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) c

(b) r

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

OO

 

5


CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS

 

2(d) or 2(e) £

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7    SOLE VOTING POWER

 

      -0-

8    SHARED VOTING POWER

 

      1,386,044 (1) (See Item 5)

9    SOLE DISPOSITIVE POWER

 

      -0-

10  SHARED DISPOSITIVE POWER

 

      1,386,044 (1) (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,386,044 (1) (See Item 5)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.7% (See Item 5)

14

TYPE OF REPORTING PERSON

 

PN

 

 

(1)

WLR/GS Master Co-Investment XCO AIV, L.P. (“WLR/GS Fund AIV”) holds directly 1,386,044 shares of common stock of the Issuer.  Wilbur L. Ross, Jr. is the Chairman and Chief Executive Officer of WL Ross & Co. LLC and the managing member of El Vedado, LLC, the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Master Co-Investment GP, LLC.  WLR Master Co-Investment GP, LLC is the general partner of WLR/GS Fund AIV.  WL Ross & Co. LLC is the investment manager of WLR/GS Fund AIV.

 

Accordingly, WL Ross & Co. LLC, Wilbur L. Ross, Jr., El Vedado, LLC, WL Ross Group, L.P. and WLR Master Co-Investment GP, LLC may be deemed to share voting and dispositive power over the shares held by WLR/GS Fund AIV.

11


 

CUSIP No. 269279402

      13D

Page 12

 

 

    

1

NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

WLR IV Parallel ESC, L.P. (1)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) c

(b) r

3

SEC USE ONLY

4

SOURCE OF FUNDS

 

OO

5


CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS


2(d) or 2(e)  £

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7    SOLE VOTING POWER

 

      -0-

8    SHARED VOTING POWER

 

      47,583 (1) (See Item 5)

9    SOLE DISPOSITIVE POWER

 

      -0-

10  SHARED DISPOSITIVE POWER

 

      47,583 (1) (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

47,583 (1) (See Item 5)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  £

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.02% (See Item 5)

14

TYPE OF REPORTING PERSON

 

PN

 

(1)

WLR IV Parallel ESC, L.P. (“Parallel Fund”) holds directly 47,583 shares of common stock of the Issuer.  Wilbur L. Ross, Jr. is the Chairman and Chief Executive Officer of WL Ross & Co. LLC and the managing member of El Vedado, LLC, the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Recovery Associates IV LLC.  WLR Recovery Associates IV LLC is the general partner of WLR Recovery Fund IV, L.P. (“Fund IV”), Recovery Fund IV XCO AIV I, L.P. (“Fund IV AIV I”), WLR Recovery Fund IV XCO AIV II, L.P. (“Fund IV AIV II”) and WLR Recovery Fund IV XCO AIV III, L.P. (“Fund IV AIV III”). WL Ross & Co. LLC is the investment manager of Fund IV, Fund IV AIV I, Fund IV AIV II, Fund IV AIV III and Parallel Fund.  Invesco Private Capital, Inc. is the managing member of INVESCO WLR IV Associates LLC, which is in turn the general partner of Parallel Fund.  INVESCO WLR IV Associates LLC and WLR Recovery Associates IV LLC have agreed that Parallel Fund will make investments on a pro rata basis in parallel with Fund IV.

 

Accordingly, WL Ross & Co. LLC, Wilbur L. Ross, Jr., El Vedado, LLC, WL Ross Group, L.P., WLR Recovery Associates IV LLC, Invesco Private Capital, Inc. and INVESCO WLR IV Associates LLC may be deemed to share voting and dispositive power over the shares held by Parallel Fund.

 12


 

CUSIP No. 269279402

      13D

Page 13

 

     

1

NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Invesco Private Capital, Inc. (1)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) c

(b) r

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

OO

5


 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS

 

2(d) or 2(e)  £

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7    SOLE VOTING POWER

 

      -0-

8    SHARED VOTING POWER

 

     47,583 (1) (See Item 5)

9    SOLE DISPOSITIVE POWER

 

     -0-

10  SHARED DISPOSITIVE POWER

 

     47,583 (1) (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

47,583 (1) (See Item 5)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  £

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.02% (See Item 5)

14

TYPE OF REPORTING PERSON

 

OO

 

(1)

WLR IV Parallel ESC, L.P. (“Parallel Fund”) holds directly 47,583 shares of common stock of the Issuer.  Wilbur L. Ross, Jr. is the Chairman and Chief Executive Officer of WL Ross & Co. LLC and the managing member of El Vedado, LLC, the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Recovery Associates IV LLC.  WLR Recovery Associates IV LLC is the general partner of WLR Recovery Fund IV, L.P. (“Fund IV”), WLR Recovery Fund IV XCO AIV I, L.P. (“Fund IV AIV I< FONT style="FONT-SIZE: 10pt" face="Times New Roman" color=black>”), WLR Recovery Fund IV XCO AIV II, L.P. (“Fund IV AIV II”) and WLR Recovery Fund IV XCO AIV III, L.P. (“Fund IV AIV III”). WL Ross & Co. LLC is the investment manager of Fund IV, Fund IV AIV I, Fund IV AIV II, Fund IV AIV III and Parallel Fund.  Invesco Private Capital, Inc. is the managing member of INVESCO WLR IV Associates LLC, which is in turn the general partner of Parallel Fund.  INVESCO WLR IV Associates LLC and WLR Recovery Associates IV LLC have agreed that Parallel Fund will make investments on a pro rata basis in parallel with Fund IV.

 

Accordingly, WL Ross & Co. LLC, Wilbur L. Ross, Jr., El Vedado, LLC, WL Ross Group, L.P., WLR Recovery Associates IV LLC, Invesco Private Capital, Inc. and INVESCO WLR IV Associates LLC may be deemed to share voting and dispositive power over the shares held by Parallel Fund.

13


 

CUSIP No. 269279402

      13D

Page 14

 

 

       

1

NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

INVESCO WLR IV Associates LLC (1)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) c

(b) r

3

SEC USE ONLY

4

SOURCE OF FUNDS

 

OO

5


CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS


2(d) or 2(e)  £

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7    SOLE VOTING POWER

 

      -0-

8    SHARED VOTING POWER

 

      47,583 (1) (See Item 5)

9    SOLE DISPOSITIVE POWER

 

      -0-

10  SHARED DISPOSITIVE POWER

 

      47,583 (1) (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

47,583 (1) (See Item 5)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  £

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.02% (See Item 5)

14

TYPE OF REPORTING PERSON

 

OO

 

(1)

WLR IV Parallel ESC, L.P. (“Parallel Fund”) holds directly 47,583 shares of common stock of the Issuer.  Wilbur L. Ross, Jr. is the Chairman and Chief Executive Officer of WL Ross & Co. LLC and the managing member of El Vedado, LLC, the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Recovery Associates IV LLC.  WLR Recovery Associates IV LLC is the general partner of WLR Recovery Fund IV, L.P. (“Fund IV”), WLR Recovery Fund IV XCO AIV I, L.P. (“Fund IV AIV I< FONT style="FONT-SIZE: 10pt" face="Times New Roman" color=black>”), WLR Recovery Fund IV XCO AIV II, L.P. (“Fund IV AIV II”) and WLR Recovery Fund IV XCO AIV III, L.P. (“Fund IV AIV III”). WL Ross & Co. LLC is the investment manager of Fund IV, Fund IV AIV I, Fund IV AIV II, Fund IV AIV III and Parallel Fund.  Invesco Private Capital, Inc. is the managing member of INVESCO WLR IV Associates LLC, which is in turn the general partner of Parallel Fund.  INVESCO WLR IV Associates LLC and WLR Recovery Associates IV LLC have agreed that Parallel Fund will make investments on a pro rata basis in parallel with Fund IV.

 

Accordingly, WL Ross & Co. LLC, Wilbur L. Ross, Jr., El Vedado, LLC, WL Ross Group, L.P., WLR Recovery Associates IV LLC, Invesco Private Capital, Inc. and INVESCO WLR IV Associates LLC may be deemed to share voting and dispositive power over the shares held by Parallel Fund.

14


 

CUSIP No. 269279402

      13D

Page 15

 

 

1

NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

WLR Master Co-Investment GP, LLC (1)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) c

(b) r

3

SEC USE ONLY

4

SOURCE OF FUNDS

 

OO

5


CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS


2(d) or 2(e)  £

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH




7    SOLE VOTING POWER

 

      -0-

 

8    SHARED VOTING POWER

 

      1,386,044 (1) (See Item 5)

9    SOLE DISPOSITIVE POWER

 

      -0-

10  SHARED DISPOSITIVE POWER

 

      1,386,044 (1) (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,386,044 (1) (See Item 5)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  £

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.7% (See Item 5)

 

14

TYPE OF REPORTING PERSON

 

OO

(1)

WLR/GS Master Co-Investment XCO AIV, L.P. (“WLR/GS Fund AIV”)  holds directly 1,386,044 shares of common stock of the Issuer.  Wilbur L. Ross, Jr. is the Chairman and Chief Executive Officer of WL Ross & Co. LLC and the managing member of El Vedado, LLC, the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Master Co-Investment GP, LLC.  WLR Master Co-Investment GP, LLC is the general partner of WLR/GS Fund AIV.  WL Ross & Co. LLC is the investment manager of WLR/GS Fund AIV.

 

Accordingly, WLR Master Co-Investment GP, LLC may be deemed to share voting and dispositive power with WL Ross & Co. LLC, Wilbur L. Ross, Jr., El Vedado, LLC and WL Ross Group, L.P. over the shares held by WLR/GS Fund AIV.

 

 

 

 

15


 

CUSIP No. 269279402

      13D

Page 16

 

 

 

1

NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

WLR Select Associates LLC (1)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) c

(b) r

3

SEC USE ONLY

4

SOURCE OF FUNDS

 

OO

5


CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS


2(d) or 2(e)  £

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7    SOLE VOTING POWER

 

      -0-

8    SHARED VOTING POWER

 

      4,420,178 (1) (See Item 5)

9    SOLE DISPOSITIVE POWER

 

      -0-

10  SHARED DISPOSITIVE POWER

 

     4,420,178 (1) (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,420,178 (1) (See Item 5)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  £

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.1% (See Item 5)

14

TYPE OF REPORTING PERSON

 

OO

 

(1)

WLR Select Co-Investment XCO AIV, L.P. (“Co-Invest Fund AIV”) holds directly 4,420,178 shares of common stock of the Issuer.  Wilbur L. Ross, Jr. is the Chairman and Chief Executive Officer of WL Ross & Co. LLC and the managing member of El Vedado, LLC, the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Select Associates LLC.  WLR Select Associates LLC is the general partner of Co-Invest Fund AIV.  WL Ross & Co. LLC is the investment manager of Co-Invest Fund AIV.

 

Accordingly, WLR Select Associates LLC may be deemed to share voting and dispositive power with WL Ross & Co. LLC, Wilbur L. Ross, Jr., El Vedado, LLC and WL Ross Group, L.P. over the shares held by Co-Invest Fund AIV.

 

 

                                                                  16


 

CUSIP No. 269279402

      13D

Page 17

 

        

1

NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

WLR Recovery Associates IV LLC (1)

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) c

(b) r

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

OO

 

5


CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS


2(d) or 2(e)  £

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7    SOLE VOTING POWER

 

      -0-

8    SHARED VOTING POWER

 

      12,206,079 (1) (See Item 5)

9    SOLE DISPOSITIVE POWER

 

     -0-

10  SHARED DISPOSITIVE POWER

 

    12,206,079 (1) (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

12,206,079 (1) (See Item 5)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  £

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.8% (See Item 5)

14

TYPE OF REPORTING PERSON

 

OO

 (1)

WLR Recovery Fund IV XCO AIV I, L.P. (“Fund IV AIV I”) holds directly 4,053,218 shares of common stock of the Issuer, WLR Recovery Fund IV XCO AIV II, L.P. (“Fund IV AIV II”) holds directly 4,052,198 shares of common stock of the Issuer and WLR Recovery Fund IV XCO AIV III, L.P. (“Fund IV AIV III”) holds directly 4,053,080 shares of common stock of the Issuer.  Wilbur L. Ross, Jr. is the Chairman and Chief Executive Offic er of WL Ross & Co. LLC and the managing member of El Vedado, LLC, the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Recovery Associates IV LLC.  WLR Recovery Associates IV LLC is the general partner of Fund IV AIV I, Fund IV AIV II and Fund IV AIV III.  WL Ross & Co. LLC is the investment manager of Fund IV AIV I, Fund IV AIV II, Fund IV AIV III and Parallel Fund.  Invesco Private Capital, Inc. is the managing member of INVESCO WLR IV Associates LLC, which is in turn the general partner of WLR IV Parallel ESC, L.P. (“Parallel Fund”), which holds directly 47,583 shares of common stock of the Issuer.  INVESCO WLR IV Associates LLC and WLR Recovery Associates IV LLC have agreed that Parallel Fund will make investments on a pro rata basis in parallel with Fund IV. 

 

Accordingly, WLR Recovery Associates IV LLC may be deemed to share voting and dispositive power with (i) WL Ross & Co. LLC, Wilbur L. Ross, Jr., El Vedado, LLC and WL Ross Group, L.P. over the shares held by Fund IV AIV I; (ii) WL Ross & Co. LLC, Wilbur L. Ross, Jr., El Vedado, LLC and WL Ross Group, L.P. over the shares held by Fund IV AIV II; (iii) WL Ross & Co. LLC, Wilbur L. Ross, Jr., El Vedado, LLC and WL Ross Group, L.P. over the shares held by Fund IV AIV III and (iv) WL Ross & Co. LLC, Wilbur L. Ross, Jr., El Vedado, LLC, WL Ross Group, L.P., Invesco Private Capital, Inc. and INVESCO WLR IV Associates LLC over the shares held by Parallel Fund.

                                                                 17


 

CUSIP No. 269279402

      13D

Page 18

 

 

1

NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

WL Ross Group, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) c

(b) r

3

SEC USE ONLY

4

SOURCE OF FUNDS

 

OO

 

5


CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS

 

2(d) or 2(e)  £

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New York

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

 

7    SOLE VOTING POWER

 

      -0-

 

8    SHARED VOTING POWER

 

      18,012,301 (1) (See Item 5)

9    SOLE DISPOSITIVE POWER

 

      -0-

10  SHARED DISPOSITIVE POWER

 

      18,012,301 (1) (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

18,012,301 (1) (See Item 5)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  £

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

8.5% (See Item 5)

14

TYPE OF REPORTING PERSON

 

PN

(1)

WLR Recovery Fund IV XCO AIV I, L.P. (“Fund IV AIV I”) holds directly 4,053,218 shares of common stock of the Issuer, WLR Recovery Fund IV XCO AIV II, L.P. (“Fund IV AIV II”) holds directly 4,052,198 shares of common stock of the Issuer and WLR Recovery Fund IV XCO AIV III, L.P. (“Fund IV AIV III”) holds directly 4,053,080 shares of common stock of the Issuer, WLR Select Co-Investment XCO AIV, L.P. (“Co-Invest Fund AIV”) holds directly 4,420,178 shares of common stock of the Issuer, WLR/GS Co-Investment XCO AIV, L.P. (“WLR/GS Fund AIV”) holds directly 1,386,044 shares of common stock of the Issuer and WLR IV Parallel ESC, L.P. (“Parallel Fund”) holds directly 47,583 shares of common stock of the Issuer.  Wilbur L. Ross, Jr. is the Chairman and Chief Executive Officer of WL Ross & Co. LLC and the managing member of El Vedado, LLC, the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Recovery Associates IV LLC, WLR Select Associates LLC and WLR Master Co-Investment GP, LLC.  WLR Recovery Associates IV LLC is the general partner of WLR Recovery Fund IV, L.P. (“Fund IV”), Fund IV AIV I, Fund IV AIV II and Fund IV AIV III.  WLR Select Associates LLC is the general partner of Co-Investment, L.P. (“Co-Invest Fund”) and Co-Invest Fund AIV.  WLR Master Co-Investment GP, LLC is the general partner of WLR/GS Co-Investment, L.P. (“WLR/GS Fund”) and WLR/GS Fund AIV.  WL Ross & Co. LLC is the investment manag er of Fund IV, Fund IV AIV I, Fund IV AIV II, Fund IV AIV III, Co-Invest Fund, Co-Invest Fund AIV, WLR/GS Fund, WLR/GS Fund AIV and Parallel Fund.  Invesco Private Capital, Inc. is the managing member of INVESCO WLR IV Associates LLC, which is in turn the general partner of Parallel Fund.  INVESCO WLR IV Associates LLC and WLR Recovery Associates IV LLC have agreed that Parallel Fund will make investments on a pro rata basis in parallel with Fund IV.

 

Accordingly, WL Ross Group, L.P. may be deemed to share voting and dispositive power with (i) WL Ross & Co. LLC, Wilbur L. Ross, Jr., El Vedado, LLC and WLR Recovery Associates IV LLC over the shares held by Fund IV AIV I; (ii) WL Ross & Co. LLC, Wilbur L. Ross, Jr., El Vedado, LLC and WLR Recovery Associates IV LLC over the shares held by Fund IV AIV II; (iii) WL Ross & Co. LLC, Wilbur L. Ross, Jr., El Vedado, LLC and WLR Recovery Associates IV LLC over the shares held by Fund IV AIV III; (iv) WL Ross & Co. LLC, Wilbur L. Ross, Jr., El Vedado, LLC and WLR Select Associates LLC over the shares held by Co-Invest Fund AIV; (v) WL Ross & Co. LLC, Wilbur L. Ross, Jr., El Vedado, LLC and WLR Master Co-Investment GP, LLC over the shares held by WLR/GS Fund AIV and (vi) WL Ross & Co. LLC, Wilbur L. Ross, Jr., El Vedado, LLC, WLR Recovery Associates IV LLC, Invesco Private Capital, Inc. and INVES CO WLR IV Associates LLC over the shares held by Parallel Fund.

                                                                 18


 

CUSIP No. 269279402

      13D

Page 19

 

 

1

NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

El Vedado, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) c

(b) r

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

OO

 

5


CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS


2(d) or 2(e)  £

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New York

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

 

7    SOLE VOTING POWER

 

      -0-

 

8    SHARED VOTING POWER

 

      18,012,301 (1) (See Item 5)

 

 

9    SOLE DISPOSITIVE POWER

 

      -0-

10  SHARED DISPOSITIVE POWER

 

      18,012,301 (1) (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

18,012,301 (1) (See Item 5)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  £

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

8.5% (See Item 5)

14

TYPE OF REPORTING PERSON

 

OO

 (1)

WLR Recovery Fund IV XCO AIV I, L.P. (“Fund IV AIV I”) holds directly 4,053,218 shares of common stock of the Issuer, WLR Recovery Fund IV XCO AIV II, L.P. (“Fund IV AIV II”) holds directly 4,052,198 shares of common stock of the Issuer and WLR Recovery Fund IV XCO AIV III, L.P. (“Fund IV AIV III”) holds directly 4,053,080 shares of common stock of the Issuer, WLR Select Co-Investment XCO AIV, L.P. (“Co-Invest Fund AIV”) holds directly 4,420,178 shares of common stock of the Issuer, WLR/GS Co-Investment XCO AIV, L.P. (“WLR/GS Fund AIV”) holds directly 1,386,044 shares of common stock of the Issuer and WLR IV Parallel ESC, L.P. (“Parallel Fund”) holds directly 47,583 shares of common stock of the Issuer.  Wilbur L. Ross, Jr. is the Chairman and Chief Executive Officer of WL Ross & Co. LLC and the managing member of El Vedado, LLC, the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Recovery Associates IV LLC, WLR Select Associates LLC and WLR Master Co-Investment GP, LLC.  WLR Recovery Associates IV LLC is the general partner of WLR Recovery Fund IV, L.P. (“Fund IV”), Fund IV AIV I, Fund IV AIV II and Fund IV AIV III.  WLR Select Associates LLC is the general partner of Co-Investment, L.P. (“Co-Invest Fund”) and Co-Invest Fund AIV.  WLR Master Co-Investment GP, LLC is the general partner of WLR/GS Co-Investment, L.P. (“WLR/GS Fund”) and WLR/GS Fund AIV.  WL Ross & Co. LLC is the investment manag er of Fund IV, Fund IV AIV I, Fund IV AIV II, Fund IV AIV III, Co-Invest Fund, Co-Invest Fund AIV, WLR/GS Fund, WLR/GS Fund AIV and Parallel Fund. Invesco Private Capital, Inc. is the managing member of INVESCO WLR IV Associates LLC, which is in turn the general partner of Parallel Fund.  INVESCO WLR IV Associates LLC and WLR Recovery Associates IV LLC have agreed that Parallel Fund will make investments on a pro rata basis in parallel with Fund IV.

 

Accordingly, El Vedado, LLC may be deemed to share voting and dispositive power with (i) WL Ross & Co. LLC, Wilbur L. Ross, Jr., WL Ross Group, L.P. and WLR Recovery Associates IV LLC over the shares held by Fund IV AIV I; (ii) WL Ross & Co. LLC, Wilbur L. Ross, Jr., WL Ross Group, L.P. and WLR Recovery Associates IV LLC over the shares held by Fund IV AIV II; (iii) WL Ross & Co. LLC, Wilbur L. Ross, Jr., WL Ross Group, L.P. and WLR Recovery Associates IV LLC over the shares held by Fund IV AIV III; (iv) WL Ross & Co. LLC, Wilbur L. Ross, Jr., WL Ross Group, L.P. and WLR Select Associates LLC over the shares held by Co-Invest Fund AIV; (v) WL Ross & Co. LLC, Wilbur L. Ross, Jr., WL Ross Group, L.P. and WLR Master Co-Investment GP, LLC over the shares held by WLR/GS Fund AIV and (vi) WL Ross & Co. LLC, Wilbur L. Ross, Jr., WL Ross Group, L.P., WLR Recovery Associates IV LLC, Invesco Privat e Capital, Inc. and INVESCO WLR IV Associates LLC over the shares held by Parallel Fund.

 

 

19


 

CUSIP No. 269279402

      13D

Page 20

 

 

1

NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Wilbur L. Ross, Jr. (1)

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) c

(b) r

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

OO

 

5

 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS

 

2(d) or 2(e)  £

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

 

7    SOLE VOTING POWER

 

      -0-

 

8    SHARED VOTING POWER

 

      18,012,301 (1) (See Item 5)

9    SOLE DISPOSITIVE POWER

 

      -0-

10  SHARED DISPOSITIVE POWER

 

      18,012,301 (1) (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

18,012,301 (1) (See Item 5)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  £

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

8.5% (See Item 5)

14

TYPE OF REPORTING PERSON

 

IN

 

(1)

WLR Recovery Fund IV XCO AIV I, L.P. (“Fund IV AIV I”) holds directly 4,053,218 shares of common stock of the Issuer, WLR Recovery Fund IV XCO AIV II, L.P. (“Fund IV AIV II”) holds directly 4,052,198 shares of common stock of the Issuer and WLR Recovery Fund IV XCO AIV III, L.P. (“Fund IV AIV III”) holds directly 4,053,080 shares of common stock of the Issuer, WLR Select Co-Investment XCO AIV, L.P. (“Co-Invest Fund AIV”) holds directly 4,420,178 shares of common stock of the Issuer, WLR/GS Co-Investment XCO AIV, L.P. (“WLR/GS Fund AIV”) holds directly 1,386,044 shares of common stock of the Issuer and WLR IV Parallel ESC, L.P. (“Parallel Fund”) holds directly 47,583 shares of common stock of the Issuer.  Wilbur L. Ross, Jr. is the Chairman and Chief Executive Officer of WL Ross & Co. LLC and the managing member of El Vedado, LLC, the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Recovery Associates IV LLC, WLR Select Associ ates LLC and WLR Master Co-Investment GP, LLC.  WLR Recovery Associates IV LLC is the general partner of WLR Recovery Fund IV, L.P. (“Fund IV”), Fund IV AIV I, Fund IV AIV II and Fund IV AIV III.  WLR Select Associates LLC is the general partner of Co-Investment, L.P. (“Co-Invest Fund”) and Co-Invest Fund AIV.  WLR Master Co-Investment GP, LLC is the general partner of WLR/GS Co-Investment, L.P. (“WLR/GS Fund”) and WLR/GS Fund AIV.  WL Ross & Co. LLC is the investment manager of Fund IV, Fund IV AIV I, Fund IV AIV II, Fund IV AIV III, Co-Invest Fund, Co-Invest Fund AIV, WLR/GS Fund, WLR/GS Fund AIV and Parallel Fund.  Invesco Private Capital, Inc. is the managing member of INVESCO WLR IV Associates LLC, which is in turn the general partner of Parallel Fund.  INVESCO WLR IV Associates LLC and WLR Recovery Associates IV LLC have agreed that Parallel Fund will make investments on a pro rata basis in parallel with Fund IV.

 

Accordingly, Wilbur L. Ross, Jr. may be deemed to share voting and dispositive power with (i) WL Ross & Co. LLC, El Vedado, LLC, WL Ross Group, L.P. and WLR Recovery Associates IV LLC over the shares held by Fund IV AIV I; (ii) WL Ross & Co. LLC, El Vedado, LLC, WL Ross Group, L.P. and WLR Recovery Associates IV LLC over the shares held by Fund IV AIV II; (iii) WL Ross & Co. LLC, El Vedado, LLC, WL Ross Group, L.P. and WLR Recovery Associates IV LLC over the shares held by Fund IV AIV III; (iv) WL Ross & Co. LLC, El Vedado, LLC, WL Ross Group, L.P. and WLR Select Associates LLC over the shares held by Co-Invest Fund AIV; (v) WL Ross & Co. LLC, El Vedado, LLC, WL Ross Group, L.P. and WLR Master Co-Investment GP, LLC over the shares held by WLR/GS Fund AIV and (vi) WL Ross & Co. LLC, El Vedado, LLC, WL Ross Group, L.P., WLR Recovery Associates IV LLC, Invesco Private Capital, Inc. and INVESCO WLR IV Associates LLC over the shares held by Parallel Fund.

20


 

CUSIP No. 269279402

      13D

Page 21

 

Item 1.  Security and Issuer.

 

This Amendment No. 1 (this “Amendment No. 1”) amends the Statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on December 10, 2010 (the “Schedule 13D”) and relates to the common stock, par value $0.001 per share (the “Common Stock”), of EXCO Resources, Inc., a Texas corporation (the “Issuer”).  The Issuer’s principal executive offices are located at 12377 Merit Drive, Suite 1700, LB 82, Dallas, TX 75251.

 

Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D.  Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Schedule 13D.

  

Item 3.  Source and Amount of Funds or Other Consideration.

 

Item 3 of the Schedule 13D is hereby amended and restated as follows:

 

The 18,012,301 shares of Common Stock reported herein by the Reporting Persons were acquired for an aggregate purchase price of approximately $328,078,845 (excluding brokerage commissions).  The shares of Common Stock that are reported on this Schedule 13D were acquired with cash from the limited partners of Fund IV, Fund IV AIV I, Fund IV AIV II, Fund IV AIV III, Co-Invest Fund, Co-Invest Fund AIV, WLR/GS Fund, WLR/GS Fund AIV and Parallel Fund.

 

Item 5.  Interest in Securities of the Issuer.

 

Items 5(a), (b) and (c) of the Schedule 13D are hereby amended and restated as follows:

(a) – (b)  As of the close of business on January 24, 2011, the Reporting Persons beneficially own, in the aggregate, a total of 18,012,301 shares of Common Stock, which represent approximately 8.5% of the Issuer’s outstanding Common Stock.  Fund IV AIV I holds directly 4,053,218 shares of Common Stock, representing approximately 1.9% of the outstanding shares of Common Stock, Fund IV AIV II holds directly 4,052,198 shares of Common Stock, representing approximately 1.9% of the outstanding shares of Common Stock, Fund IV AIV III holds directly 4,053,080 shares of Common Stock, representing approximately 1.9% of the outstanding shares of Common Stock, Co-Invest Fund AIV holds directly 4,420,178 shares of Common Stock, representing approximately 2.1% of the outstanding shares of Common Stock,  WLR/GS Fund AIV holds directly 1,386,044 shares of Common Stock, representing approximately 0.7% o f the outstanding shares of Common Stock and Parallel Fund holds directly 47,583 shares of Common Stock, representing approximately 0.02% of the outstanding shares of Common Stock.  As of the close of business on January 24, 2011, the number of shares of Common Stock as to which each of the Reporting Persons has or shares voting or dispositive authority is set forth in rows 7 through 10 of each of the inside cover pages to this Schedule 13D relating to each such Reporting Person (which are incorporated by reference into this Item 5 by reference).  All percentages set forth in this paragraph are based on 212,309,253 shares of Common Stock outstanding as of October 29, 2010, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the Issuer’s fiscal quarterly period ended September 30, 2010.

Except for Fund IV AIV I, Fund IV AIV II, Fund IV AIV III, Co-Invest Fund AIV, WLR/GS Fund AIV and Parallel Fund, each of the Reporting Persons disclaims beneficial ownership of the securities referred to in this Schedule 13D, and the filing of this Schedule 13D should not be construed as an admission that any of the Reporting Persons is, for the purpose of Schedule 13D or 13G of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this statement.  Fund IV AIV I, Fund IV AIV II, Fund IV AIV III, Co-Invest Fund AIV, WLR/GS Fund AIV and Parallel Fund each disclaim beneficial ownership of the shares held directly by the other.

(c)            No Reporting Person has effected any transaction in shares of Common Stock since the filing of the Schedule 13D except as set forth in the attached Schedule I

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

The information set forth in each of the inside cover pages to this Amendment No. 1 relating to each such Reporting Person is incorporated by reference herein. 

 

In all other respects, Item 6 remains unchanged.

21


 

CUSIP No. 269279402

      13D

Page 22

 

 

Item 7.  Material to be Filed As Exhibits.

 

None.

 

 

 22


 

CUSIP No. 269279402

      13D

Page 23

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: January 25, 2011

 

 

 

WL ROSS & CO. LLC

 

 

 

By:

/s/ Wilbur L. Ross, Jr.

 

 

Wilbur L. Ross, Jr.,

 

 

its Managing Member

 

 

 

 

 

 

 

WLR RECOVERY FUND IV, L.P.

 

 

 

By:

WLR Recovery Associates IV LLC,

 

 

its General Partner

 

By:

WL Ross Group, L.P.,

 

 

its Managing Member

 

By:

El Vedado, LLC,

 

 

its General Partner

 

 

 

 

By:

/s/ Wilbur L. Ross, Jr.

 

 

Wilbur L. Ross, Jr.,

 

 

its Managing Member

 

 

 

 

 

 

 

WLR RECOVERY FUND IV XCO AIV I, L.P.

 

 

 

By:

WLR Recovery Associates IV LLC,

 

 

its General Partner

 

By:

WL Ross Group, L.P.,

 

 

its Managing Member

 

By:

El Vedado, LLC,

 

 

its General Partner

 

 

 

 

By:

/s/ Wilbur L. Ross, Jr.

 

 

Wilbur L. Ross, Jr.,

 

 

its Managing Member

 

 

 

 

 

 

 

WLR RECOVERY FUND IV XCO AIV II, L.P.

 

 

 

By:

WLR Recovery Associates IV LLC,

 

 

its General Partner

 

By:

WL Ross Group, L.P.,

 

 

its Managing Member

 

By:

El Vedado, LLC,

 

 

its General Partner

 

 

 

 

By:

/s/ Wilbur L. Ross, Jr.

 

 

Wilbur L. Ross, Jr.,

 

 

its Managing Member

 

 

 

 

 

 

 

WLR RECOVERY FUND IV XCO AIV III, L.P.

 

 

 

By:

WLR Recovery Associates IV LLC,

 

 

its General Partner

 

By:

WL Ross Group, L.P.,

 

 

its Managing Member

 

By:

El Vedado, LLC,

 

 

its General Partner

 

 

 

 

By:

/s/ Wilbur L. Ross, Jr.

 

 

Wilbur L. Ross, Jr.,

 

 

its Managing Member

 

 

 

 

 

 

 

WLR SELECT CO-INVESTMENT, L.P.

 

 

 

By:

WLR Select Associates LLC

 

 

its General Partner

 

By:

WL Ross Group, L.P.,

 

 

its Managing Member

 

By:

El Vedado, LLC,

 

 

its General Partner

 

 

 

 

By:

/s/ Wilbur L. Ross, Jr.

 

 

Wilbur L. Ross, Jr.,

 

 

its Managing Member

 

 

 

 

 

 

 

WLR SELECT CO-INVESTMENT XCO AIV, L.P.

 

 

 

By:

WLR Select Associates LLC

 

 

its General Partner

 

By:

WL Ross Group, L.P.,

 

 

its Managing Member

 

By:

El Vedado, LLC,

 

 

its General Partner

 

 

 

 

By:

/s/ Wilbur L. Ross, Jr.

 

 

Wilbur L. Ross, Jr.,

 

 

its Managing Member

 

 

 

 

 

 

 

WLR/GS MASTER CO-INVESTMENT, L.P.

 

 

 

By:

WLR Master Co-Investment GP, LLC

 

 

its General Partner

 

By:

WL Ross Group, L.P.,

 

 

its Managing Member

 

By:

El Vedado, LLC,

 

 

its General Partner

 

 

 

 

By:

/s/ Wilbur L. Ross, Jr.

 

 

Wilbur L. Ross, Jr.,

 

 

its Managing Member

 

 

 

 

 

 

 

WLR/GS MASTER CO-INVESTMENT XCO AIV, L.P.

 

 

 

By:

WLR Master Co-Investment GP, LLC

 

 

its General Partner

 

By:

WL Ross Group, L.P.,

 

 

its Managing Member

 

By:

El Vedado, LLC,

 

 

its General Partner

 

 

 

 

By:

/s/ Wilbur L. Ross, Jr.

 

 

Wilbur L. Ross, Jr.,

 

 

its Managing Member

 

 

 

 

 

 

 

WLR IV PARALLEL ESC, L.P.

 

 

 

By:

INVESCO WLR IV ASSOCIATES LLC

 

 

its General Partner

 

 

 

By:

INVESCO Private Capital, Inc.

 

 

its Managing Member

 

 

 

 

By:

/s/ Wilbur L. Ross, Jr.

 

 

Wilbur L. Ross, Jr.

 

 

its Chief Executive Officer

 

 

 

 

WLR RECOVERY ASSOCIATES IV LLC

 

 

 

By:

WL Ross Group, L.P.,

 

 

its Managing Member

 

By:

El Vedado, LLC, its General Partner

 

 

 

 

By:

/s/ Wilbur L. Ross, Jr.

 

 

Wilbur L. Ross, Jr.,

 

 

its Managing Member

 

 

 

 

 

 

 

WLR SELECT ASSOCIATES LLC

 

 

 

By:

WL Ross Group, L.P.,

 

 

its Managing Member

 

By:

El Vedado, LLC, its General Partner

 

 

 

 

By:

/s/ Wilbur L. Ross, Jr.

 

 

Wilbur L. Ross, Jr.,

 

 

its Managing Member

 

 

 

 

 

 

 

WLR MASTER CO-INVESTMENT GP, LLC

 

 

 

By:

WL Ross Group, L.P.,

 

 

its Managing Member

 

By:

El Vedado, LLC, its General Partner

 

 

 

 

By:

/s/ Wilbur L. Ross, Jr.

 

 

Wilbur L. Ross, Jr.,

 

 

its Managing Member

 

 

 

 

 

 

 

INVESCO PRIVATE CAPITAL, INC.

 

 

 

By:

/s/ Wilbur L. Ross, Jr.

 

 

Wilbur L. Ross, Jr.

 

 

its Chief Executive Officer

 

 

 

 

 

 

 

INVESCO WLR IV ASSOCIATES LLC

 

 

 

By:

INVESCO Private Capital, Inc.

 

 

its Managing Member

 

 

 

 

By:

/s/ Wilbur L. Ross, Jr.

 

 

Wilbur L. Ross

 

 

its Chief Executive Officer

 

 

 

 

 

 

 

WL ROSS GROUP, L.P.

 

 

 

By:

El Vedado, LLC, its General Partner

 

 

 

 

 

 

 

By:

/s/ Wilbur L. Ross, Jr.

 

 

Wilbur L. Ross, Jr.,

 

 

its Managing Member

 

 

 

 

 

 

 

EL VEDADO, LLC

 

 

 

By:

/s/ Wilbur L. Ross, Jr.

 

 

Wilbur L. Ross, Jr.,

 

 

its Managing Member

 

 

 

 

WILBUR L. ROSS, JR.

 

 

 

 

 

/s/ Wilbur L. Ross, Jr.

 

 

Wilbur L. Ross, Jr.

23


 

 

Schedule I

 

Transactions in Shares of Common Stock by Reporting Persons

 

Reporting Person

Date

Transaction

Number of Shares of Common Stock*

Price Per Share**

Fund IV AIV I

1/21/2011

Purchase

59,394

19.5167

Fund IV AIV II

1/21/2011

Purchase

59,380

19.5167

Fund IV AIV III

1/21/2011

Purchase

59,393

19.5167

Parallel Fund

1/21/2011

Purchase

697

19.5167

Co-Invest Fund AIV

1/21/2011

Purchase

81,318

19.5167

WLR/GS Fund AIV

1/21/2011

Purchase

14,818

19.5167

Fund IV AIV I

1/21/2011

Purchase

184,662

19.5126

Fund IV AIV II

1/21/2011

Purchase

184,616

19.5126

Fund IV AIV III

1/21/2011

Purchase

184,656

19.5126

Parallel Fund

1/21/2011

Purchase

2,168

19.5126

Co-Invest Fund AIV

1/21/2011

Purchase

252,826

19.5126

WLR/GS Fund AIV

1/21/2011

Purchase

46,072

19.5126

Fund IV AIV I

1/24/2011

Purchase

215,980

19.6928

Fund IV AIV II

1/24/2011

Purchase

215,925

19.6928

Fund IV AIV III

1/24/2011

Purchase

215,972

19.6928

Parallel Fund

1/24/2011

Purchase

2,535

19.6928

Co-Invest Fund AIV

1/24/2011

Purchase

295,703

19.6928

WLR/GS Fund AIV

1/24/2011

Purchase

53,885

19.6928

 

* The number of securities reported represents an aggregate number of shares purchased in multiple open market transactions over a range of purchase prices. 

 

** The price reported represents the weighted average price (excluding brokerage commissions).  Each of the Reporting Persons undertakes to provide the staff of the SEC, the Issuer, or a stockholder of the Issuer, upon request, the number of shares purchased by such Reporting Person at each separate price within the range.

 

 

 

 

                                                                 24


 
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