UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
EXCO Resources, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of 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
|
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 2, 2012
(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 |
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Page |
2 |
of |
38 |
1 |
NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY) |
|
||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|
||
3 |
SEC
USE ONLY |
|
||
4 |
SOURCE
OF FUNDS |
|
||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR
2(e) |
|
||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
||
NUMBER OF |
7 |
SOLE
VOTING POWER |
||
8 |
SHARED
VOTING POWER |
|||
9 |
SOLE DISPOSITIVE POWER |
|||
10 |
SHARED
DISPOSITIVE POWER |
|||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|||
14 |
TYPE
OF REPORTING PERSON |
|||
(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”), 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 6,785,612 shares of common stock of the Issuer, Fund IV AIV II holds directly 6,783,901 shares of common stock of the Issuer, Fund IV AIV III holds directly 6,785,378 shares of common stock of the Issuer, Co-Invest Fund AIV holds directly 7,524,915 shares of common stock of the Issuer; WLR/GS Fund AIV holds directly 1,547,037 shares of common stock of the Issuer and Parallel Fund holds directly 77,234 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 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.
CUSIP No. |
269279402 |
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Page |
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of |
38 |
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 Associates LLC over the shares held by Parallel Fund.
CUSIP No. |
269279402 |
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Page |
4 |
of |
38 |
1 |
NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY) |
|
||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|
||
3 |
SEC
USE ONLY |
|
||
4 |
SOURCE
OF FUNDS |
|
||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR
2(e) |
|
||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
||
NUMBER OF |
7 |
SOLE
VOTING POWER |
||
8 |
SHARED
VOTING POWER |
|||
9 |
SOLE DISPOSITIVE POWER |
|||
10 |
SHARED
DISPOSITIVE POWER |
|||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|||
14 |
TYPE
OF REPORTING PERSON |
|||
CUSIP No. |
269279402 |
|
Page |
5 |
of |
38 |
1 |
NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY) |
|
||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|
||
3 |
SEC
USE ONLY |
|
||
4 |
SOURCE
OF FUNDS |
|
||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR
2(e) |
|
||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
||
NUMBER OF |
7 |
SOLE
VOTING POWER |
||
8 |
SHARED
VOTING POWER |
|||
9 |
SOLE DISPOSITIVE POWER |
|||
10 |
SHARED
DISPOSITIVE POWER |
|||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|||
14 |
TYPE
OF REPORTING PERSON |
|||
(1) WLR Recovery Fund IV XCO AIV I, L.P. (“Fund IV AIV I”) holds directly 6,785,612 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.
CUSIP No. |
269279402 |
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Page |
6 |
of |
38 |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|
||
3 |
SEC
USE ONLY |
|
||
4 |
SOURCE
OF FUNDS |
|
||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR
2(e) |
|
||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
||
NUMBER OF |
7 |
SOLE
VOTING POWER |
||
8 |
SHARED
VOTING POWER |
|||
9 |
SOLE DISPOSITIVE POWER |
|||
10 |
SHARED
DISPOSITIVE POWER |
|||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|||
14 |
TYPE
OF REPORTING PERSON |
|||
(1) WLR Recovery Fund IV XCO AIV II, L.P. (“Fund IV AIV II”) holds directly 6,783,901 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.
CUSIP No. |
269279402 |
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Page |
7 |
of |
38 |
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.
CUSIP No. |
269279402 |
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Page |
8 |
of |
38 |
1 |
NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY) |
|
||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|
||
3 |
SEC
USE ONLY |
|
||
4 |
SOURCE
OF FUNDS |
|
||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR
2(e) |
|
||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
||
NUMBER OF |
7 |
SOLE
VOTING POWER |
||
8 |
SHARED
VOTING POWER |
|||
9 |
SOLE DISPOSITIVE POWER |
|||
10 |
SHARED
DISPOSITIVE POWER |
|||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|||
14 |
TYPE
OF REPORTING PERSON |
|||
(1) WLR Recovery Fund IV XCO AIV III, L.P. (“Fund IV AIV III”) holds directly 6,785,378 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.
CUSIP No. |
269279402 |
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Page |
9 |
of |
38 |
1 |
NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY) |
|
||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|
||
3 |
SEC
USE ONLY |
|
||
4 |
SOURCE
OF FUNDS |
|
||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR
2(e) |
|
||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
||
NUMBER OF |
7 |
SOLE
VOTING POWER |
||
8 |
SHARED
VOTING POWER |
|||
9 |
SOLE DISPOSITIVE POWER |
|||
10 |
SHARED
DISPOSITIVE POWER |
|||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|||
14 |
TYPE
OF REPORTING PERSON |
|||
CUSIP No. |
269279402 |
|
Page |
10 |
of |
38 |
1 |
NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY) |
|
||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|
||
3 |
SEC
USE ONLY |
|
||
4 |
SOURCE
OF FUNDS |
|
||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR
2(e) |
|
||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
||
NUMBER OF |
7 |
SOLE
VOTING POWER |
||
8 |
SHARED
VOTING POWER |
|||
9 |
SOLE DISPOSITIVE POWER |
|||
10 |
SHARED
DISPOSITIVE POWER |
|||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|||
14 |
TYPE
OF REPORTING PERSON |
|||
(1) WLR Select Co-Investment XCO AIV, L.P. (“Co-Invest Fund AIV”) holds directly 7,524,915 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.
CUSIP No. |
269279402 |
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Page |
11 |
of |
38 |
1 |
NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY) |
|
||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|
||
3 |
SEC
USE ONLY |
|
||
4 |
SOURCE
OF FUNDS |
|
||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR
2(e) |
|
||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
||
NUMBER OF |
7 |
SOLE
VOTING POWER |
||
8 |
SHARED
VOTING POWER |
|||
9 |
SOLE DISPOSITIVE POWER |
|||
10 |
SHARED
DISPOSITIVE POWER |
|||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|||
14 |
TYPE
OF REPORTING PERSON |
|||
CUSIP No. |
269279402 |
|
Page |
12 |
of |
38 |
1 |
NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY) |
|
||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|
||
3 |
SEC
USE ONLY |
|
||
4 |
SOURCE
OF FUNDS |
|
||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR
2(e) |
|
||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
||
NUMBER OF |
7 |
SOLE
VOTING POWER |
||
8 |
SHARED
VOTING POWER |
|||
9 |
SOLE DISPOSITIVE POWER |
|||
10 |
SHARED
DISPOSITIVE POWER |
|||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|||
14 |
TYPE
OF REPORTING PERSON |
|||
(1) WLR/GS Master Co-Investment XCO AIV, L.P. (“WLR/GS Fund AIV”) holds directly 1,547,037 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.
CUSIP No. |
269279402 |
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of |
38 |
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.
CUSIP No. |
269279402 |
|
Page |
14 |
of |
38 |
1 |
NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY) |
|
||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|
||
3 |
SEC
USE ONLY |
|
||
4 |
SOURCE
OF FUNDS |
|
||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR
2(e) |
|
||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
||
NUMBER OF |
7 |
SOLE
VOTING POWER |
||
8 |
SHARED
VOTING POWER |
|||
9 |
SOLE DISPOSITIVE POWER |
|||
10 |
SHARED
DISPOSITIVE POWER |
|||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|||
14 |
TYPE
OF REPORTING PERSON |
|||
(1) WLR IV Parallel ESC, L.P. (“Parallel Fund”) holds directly 77,234 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
CUSIP No. |
269279402 |
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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.
CUSIP No. |
269279402 |
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Page |
16 |
of |
38 |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| ||
3 |
SEC USE ONLY |
| ||
4 |
SOURCE OF FUNDS |
| ||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
| ||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
| ||
NUMBER OF |
7 |
SOLE VOTING POWER | ||
8 |
SHARED VOTING POWER | |||
9 |
SOLE DISPOSITIVE POWER | |||
10 |
SHARED DISPOSITIVE POWER | |||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| |||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
14 |
TYPE OF REPORTING PERSON | |||
(1) WLR IV Parallel ESC, L.P. (“Parallel Fund”) holds directly 77,234 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”), 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.
CUSIP No. |
269279402 |
|
Page |
17 |
of |
38 |
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.
CUSIP No. |
269279402 |
|
Page |
18 |
of |
38 |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| ||
3 |
SEC USE ONLY |
| ||
4 |
SOURCE OF FUNDS |
| ||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
| ||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
| ||
NUMBER OF |
7 |
SOLE VOTING POWER | ||
8 |
SHARED VOTING POWER | |||
9 |
SOLE DISPOSITIVE POWER | |||
10 |
SHARED DISPOSITIVE POWER | |||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| |||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
14 |
TYPE OF REPORTING PERSON | |||
(1) WLR IV Parallel ESC, L.P. (“Parallel Fund”) holds directly 77,234 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”), 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.
CUSIP No. |
269279402 |
|
Page |
19 |
of |
38 |
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.
CUSIP No. |
269279402 |
|
Page |
20 |
of |
38 |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| ||
3 |
SEC USE ONLY |
| ||
4 |
SOURCE OF FUNDS |
| ||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
| ||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
| ||
NUMBER OF |
7 |
SOLE VOTING POWER | ||
8 |
SHARED VOTING POWER | |||
9 |
SOLE DISPOSITIVE POWER | |||
10 |
SHARED DISPOSITIVE POWER | |||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| |||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
14 |
TYPE OF REPORTING PERSON | |||
(1) WLR/GS Master Co-Investment XCO AIV, L.P. (“WLR/GS Fund AIV”) holds directly 1,547,037 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.
CUSIP No. |
269279402 |
|
Page |
21 |
of |
38 |
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.
CUSIP No. |
269279402 |
|
Page |
22 |
of |
38 |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| ||
3 |
SEC USE ONLY |
| ||
4 |
SOURCE OF FUNDS |
| ||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
| ||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
| ||
NUMBER OF |
7 |
SOLE VOTING POWER | ||
8 |
SHARED VOTING POWER | |||
9 |
SOLE DISPOSITIVE POWER | |||
10 |
SHARED DISPOSITIVE POWER | |||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| |||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
14 |
TYPE OF REPORTING PERSON | |||
(1) WLR Select Co-Investment XCO AIV, L.P. (“Co-Invest Fund AIV”) holds directly 7,524,915 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.
CUSIP No. |
269279402 |
|
Page |
23 |
of |
38 |
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.
CUSIP No. |
269279402 |
|
Page |
24 |
of |
38 |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| ||
3 |
SEC USE ONLY |
| ||
4 |
SOURCE OF FUNDS |
| ||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
| ||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
| ||
NUMBER OF |
7 |
SOLE VOTING POWER | ||
8 |
SHARED VOTING POWER | |||
9 |
SOLE DISPOSITIVE POWER | |||
10 |
SHARED DISPOSITIVE POWER | |||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| |||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
14 |
TYPE OF REPORTING PERSON | |||
(1) WLR Recovery Fund IV XCO AIV I, L.P. (“Fund IV AIV I”) holds directly 6,785,612 shares of common stock of the Issuer, WLR Recovery Fund IV XCO AIV II, L.P. (“Fund IV AIV II”) holds directly 6,783,901 shares of common stock of the Issuer and WLR Recovery Fund IV XCO AIV III, L.P. (“Fund IV AIV III”) holds directly 6,785,378 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, 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 77,234 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.
CUSIP No. |
269279402 |
|
Page |
25 |
of |
38 |
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.
CUSIP No. |
269279402 |
|
Page |
26 |
of |
38 |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| ||
3 |
SEC USE ONLY |
| ||
4 |
SOURCE OF FUNDS |
| ||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
| ||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
| ||
NUMBER OF |
7 |
SOLE VOTING POWER | ||
8 |
SHARED VOTING POWER | |||
9 |
SOLE DISPOSITIVE POWER | |||
10 |
SHARED DISPOSITIVE POWER | |||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| |||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
14 |
TYPE OF REPORTING PERSON | |||
(1) WLR Recovery Fund IV XCO AIV I, L.P. (“Fund IV AIV I”) holds directly 6,785,612 shares of common stock of the Issuer, WLR Recovery Fund IV XCO AIV II, L.P. (“Fund IV AIV II”) holds directly 6,783,901 shares of common stock of the Issuer and WLR Recovery Fund IV XCO AIV III, L.P. (“Fund IV AIV III”) holds directly 6,785,378 shares of common stock of the Issuer, WLR Select Co-Investment XCO AIV, L.P. (“Co-Invest Fund AIV”) holds directly 7,524,915 shares of common stock of the Issuer, WLR/GS Co-Investment XCO AIV, L.P. (“WLR/GS Fund AIV”) holds directly 1,547,037 shares of common stock of the Issuer and WLR IV Parallel ESC, L.P. (“Parallel Fund”) holds directly 77,234 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 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.
CUSIP No. |
269279402 |
|
Page |
27 |
of |
38 |
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 INVESCO WLR IV Associates LLC over the shares held by Parallel Fund.
CUSIP No. |
269279402 |
|
Page |
28 |
of |
38 |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
| ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| ||
3 |
SEC USE ONLY |
| ||
4 |
SOURCE OF FUNDS |
| ||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
| ||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
| ||
NUMBER OF |
7 |
SOLE VOTING POWER | ||
8 |
SHARED VOTING POWER | |||
9 |
SOLE DISPOSITIVE POWER | |||
10 |
SHARED DISPOSITIVE POWER | |||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| |||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
14 |
TYPE OF REPORTING PERSON | |||
(1) WLR Recovery Fund IV XCO AIV I, L.P. (“Fund IV AIV I”) holds directly 6,785,612 shares of common stock of the Issuer, WLR Recovery Fund IV XCO AIV II, L.P. (“Fund IV AIV II”) holds directly 6,783,901 shares of common stock of the Issuer and WLR Recovery Fund IV XCO AIV III, L.P. (“Fund IV AIV III”) holds directly 6,785,378 shares of common stock of the Issuer, WLR Select Co-Investment XCO AIV, L.P. (“Co-Invest Fund AIV”) holds directly 7,524,915 shares of common stock of the Issuer, WLR/GS Co-Investment XCO AIV, L.P. (“WLR/GS Fund AIV”) holds directly 1,547,037 shares of common stock of the Issuer and WLR IV Parallel ESC, L.P. (“Parallel Fund”) holds directly 77,234 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 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.
CUSIP No. |
269279402 |
|
Page |
29 |
of |
38 |
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 Private Capital, Inc. and INVESCO WLR IV Associates LLC over the shares held by Parallel Fund.
CUSIP No. |
269279402 |
|
Page |
30 |
of |
38 |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| ||
3 |
SEC USE ONLY |
| ||
4 |
SOURCE OF FUNDS |
| ||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
| ||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
| ||
NUMBER OF |
7 |
SOLE VOTING POWER | ||
8 |
SHARED VOTING POWER | |||
9 |
SOLE DISPOSITIVE POWER | |||
10 |
SHARED DISPOSITIVE POWER | |||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| |||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
14 |
TYPE OF REPORTING PERSON | |||
(1) WLR Recovery Fund IV XCO AIV I, L.P. (“Fund IV AIV I”) holds directly 6,785,612 shares of common stock of the Issuer, WLR Recovery Fund IV XCO AIV II, L.P. (“Fund IV AIV II”) holds directly 6,783,901 shares of common stock of the Issuer and WLR Recovery Fund IV XCO AIV III, L.P. (“Fund IV AIV III”) holds directly 6,785,378 shares of common stock of the Issuer, WLR Select Co-Investment XCO AIV, L.P. (“Co-Invest Fund AIV”) holds directly 7,524,915 shares of common stock of the Issuer, WLR/GS Co-Investment XCO AIV, L.P. (“WLR/GS Fund AIV”) holds directly 1,547,037 shares of common stock of the Issuer and WLR IV Parallel ESC, L.P. (“Parallel Fund”) holds directly 77,234 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 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.
CUSIP No. |
269279402 |
|
Page |
31 |
of |
38 |
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.
Item 1. Security and Issuer
This Amendment No. 8 (this “Amendment No. 8”) amends the Statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on December 10, 2010, as amended by Amendment No. 1 (“Amendment No. 1”) to the Statement on Schedule 13D filed with the SEC on January 25, Amendment No. 2 (“Amendment No. 2”) to the Statement on Schedule 13D filed with the SEC on January 27, 2011, Amendment No. 3 (“Amendment No. 3”) to the Statement on Schedule 13D filed with the SEC on February 4, 2011, Amendment No. 4 (“Amendment No. 4”) to the Statement on Schedule 13D filed with the SEC on July 28, 2011, Amendment No. 5 (“Amendment No. 5”) to the Statement on Schedule 13D filed with the SEC on August 8, 2011, Amendment No. 6 to the Statement on Schedule 13D filed with the SEC on August 31, 2011, and Amendment No. 7 to the Statement on Schedule 13D filed with the SEC on February 7, 2012 (as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7 and this Amendment No. 8, 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. 8 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 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and restated as follows:
Effective as of March 2, 2012, Wilbur L. Ross, Jr. was appointed by the Board of Directors of the Issuer (the “Board”) to serve as a director on the Board. As of the date of this Amendment No. 8, there are no currently effective contractual arrangements between the Issuer and any of the Reporting Persons with respect to Mr. Ross’s appointment as director.
Without limiting the foregoing, the Reporting Persons reserve the right to exercise any and all of their rights in a manner consistent with their equity interests, contractual rights and restrictions and other duties, if any. Each of the Reporting Persons reserves the right (in each case, subject to any applicable restrictions under law) to, from time to time, (i) purchase or otherwise acquire additional shares of Common Stock, or other securities or interests of the Issuer or of subsidiaries of the Issuer, or instruments convertible into or exercisable for any such securities (collectively, “Issuer Securities”), in the open market, in privately negotiated transactions or otherwise, (ii) sell, transfer or otherwise dispose of Issuer Securities in public or private transactions, (iii) cause Issuer Securities to be distributed in kind to its investors, (iv) acquire or write options contracts, or enter into derivatives or hedging transactions, relating to Issuer Securities, and/or (v) engage in or encourage communications with, directly or through intermediaries, the Issuer, members of management, the Board, other existing or prospective security holders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors to consider exploring (A) extraordinary corporate transactions (including transactions in which the Reporting Persons and/or its affiliates may be proposed as acquirers) or sales or acquisitions of assets or businesses, (B) changes to the Issuer’s capitalization or dividend policy, (C) other changes to the Issuer’s business or structure or (D) one or more of the other actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Except as set forth in this Schedule 13D, none of the Reporting Persons, nor, to the best of their knowledge, any of the other persons identified in response to Item 2, presently has any additional plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Notwithstanding anything contained herein, the Reporting Persons specifically reserve the right to change their intentions with respect to any or all of the matters referred to in this Schedule 13D.
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 March 2, 2012, the Reporting Persons beneficially own, in the aggregate, a total of 29,504,077 shares of Common Stock, which represent approximately 13.6% of the Issuer’s outstanding Common Stock. Fund IV AIV I holds directly 6,785,612 shares of Common Stock, representing approximately 3.1% of the outstanding shares of Common Stock, Fund IV AIV II holds directly 6,783,901 shares of Common Stock, representing approximately 3.1% of the outstanding shares of Common Stock, Fund IV AIV III holds directly 6,785,378 shares of Common Stock, representing approximately 3.1% of the outstanding shares of Common Stock, Co-Invest Fund AIV holds directly 7,524,915 shares of Common Stock, representing approximately 3.5% of the outstanding shares of Common Stock, WLR/GS Fund AIV holds directly 1,547,037 shares of Common Stock, representing approximately 0.7% of the outstanding shares of Common Stock and Parallel Fund holds directly 77,234 shares of Common Stock, representing approximately 0.04% of the outstanding shares of Common Stock. As of the close of business on March 2, 2012, 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 216,702,880 shares of Common Stock outstanding as of February 22, 2012, as set forth in the Issuer’s Quarterly Report on Form 10-K for the Issuer’s fiscal year ended December 31, 2011.
1
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 Amendment No. 7.
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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: March 5, 2012
WL ROSS & CO. LLC
By: /s/ Wilbur L. Ross, Jr.
Name: 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
3
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
4
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
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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
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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.
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