WL Ross & Co. LLC
1166 Avenue of the Americas
New York, New York 10036
Attention: Michael J. Gibbons
Telephone Number: (212) 826-1100
|
CUSIP No.
|
269279402
|
Page
|
2
|
of
|
25
|
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
(b) x
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
|
|||
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
31,504,077 (1) (See Item 5)
|
|||
9
|
SOLE DISPOSITIVE POWER
-0-
|
|||
10
|
SHARED DISPOSITIVE POWER
31,504,077 (1) (See Item 5)
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,504,077 (1) (See Item 5)
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4% (See Item 5)
|
|||
14
|
TYPE OF REPORTING PERSON
OO
|
(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 7,297,200 shares of common stock of the Issuer, Fund IV AIV II holds directly 7,295,363 shares of common stock of the Issuer, Fund IV AIV III holds directly 7,296,950 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 2,006,248 shares of common stock of the Issuer and Parallel Fund holds directly 83,401 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 Fund IV AIV I, Fund IV AIV II and Fund IV AIV III. WLR Select Associates LLC is the general partner of Co-Invest Fund AIV. WLR Master Co-Investment GP, LLC is the general partner of 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 Associates LLC over the shares held by Parallel Fund.
|
CUSIP No.
|
269279402
|
Page
|
3
|
of
|
25
|
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
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
|
|||
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
7,297,200 (1) (See Item 5)
|
|||
9
|
SOLE DISPOSITIVE POWER
-0-
|
|||
10
|
SHARED DISPOSITIVE POWER
7,297,200 (1) (See Item 5)
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,297,200(1) (See Item 5)
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3% (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 7,297,200 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
|
Page
|
4
|
of
|
25
|
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
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
|
|||
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
7,295,363 (1) (See Item 5)
|
|||
9
|
SOLE DISPOSITIVE POWER
-0-
|
|||
10
|
SHARED DISPOSITIVE POWER
7,295,363 (1) (See Item 5)
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,295,363 (1) (See Item 5)
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3% (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 7,295,363 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.
|
CUSIP No.
|
269279402
|
Page
|
5
|
of
|
25
|
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
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
|
|||
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
7,296,950 (1) (See Item 5)
|
|||
9
|
SOLE DISPOSITIVE POWER
-0-
|
|||
10
|
SHARED DISPOSITIVE POWER
7,296,950 (1) (See Item 5)
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,296,950 (1) (See Item 5)
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3% (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 7,296,950 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
|
Page
|
6
|
of
|
25
|
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
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
|
|||
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
7,524,915 (1) (See Item 5)
|
|||
9
|
SOLE DISPOSITIVE POWER
-0-
|
|||
10
|
SHARED DISPOSITIVE POWER
7,524,915 (1) (See Item 5)
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,524,915 (1) (See Item 5)
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4% (See Item 5)
|
|||
14
|
TYPE OF REPORTING PERSON
PN
|
(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
|
Page
|
7
|
of
|
25
|
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
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
|
|||
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
2,006,248 (1) (See Item 5)
|
|||
9
|
SOLE DISPOSITIVE POWER
-0-
|
|||
10
|
SHARED DISPOSITIVE POWER
2,006,248 (1) (See Item 5)
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,006,248 (1) (See Item 5)
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9% (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 2,006,248 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.
|
CUSIP No.
|
269279402
|
Page
|
8
|
of
|
25
|
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
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
|
|||
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
83,401 (1) (See Item 5)
|
|||
9
|
SOLE DISPOSITIVE POWER
-0-
|
|||
10
|
SHARED DISPOSITIVE POWER
83,401 (1) (See Item 5)
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
83,401 (1) (See Item 5)
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.04% (See Item 5)
|
|||
14
|
TYPE OF REPORTING PERSON
PN
|
(1)
|
WLR IV Parallel ESC, L.P. (“Parallel Fund”) holds directly 83,401 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 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 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.
|
CUSIP No.
|
269279402
|
Page
|
9
|
of
|
25
|
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
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
|
|||
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
83,401 (1) (See Item 5)
|
|||
9
|
SOLE DISPOSITIVE POWER
-0-
|
|||
10
|
SHARED DISPOSITIVE POWER
83,401 (1) (See Item 5)
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
83,401 (1) (See Item 5)
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.04% (See Item 5)
|
|||
14
|
TYPE OF REPORTING PERSON
CO
|
(1)
|
WLR IV Parallel ESC, L.P. (“Parallel Fund”) holds directly 83,401 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 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 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.
|
CUSIP No.
|
269279402
|
Page
|
10
|
of
|
25
|
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
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
|
|||
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
83,401 (1) (See Item 5)
|
|||
9
|
SOLE DISPOSITIVE POWER
-0-
|
|||
10
|
SHARED DISPOSITIVE POWER
83,401 (1) (See Item 5)
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
83,401 (1) (See Item 5)
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.04% (See Item 5)
|
|||
14
|
TYPE OF REPORTING PERSON
OO
|
(1)
|
WLR IV Parallel ESC, L.P. (“Parallel Fund”) holds directly 83,401 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 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 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.
|
CUSIP No.
|
269279402
|
Page
|
11
|
of
|
25
|
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
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
|
|||
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
2,006,248 (1) (See Item 5)
|
|||
9
|
SOLE DISPOSITIVE POWER
-0-
|
|||
10
|
SHARED DISPOSITIVE POWER
2,006,248 (1) (See Item 5)
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,006,248 (1) (See Item 5)
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9% (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 2,006,248 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.
|
CUSIP No.
|
269279402
|
Page
|
12
|
of
|
25
|
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
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
|
|||
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
7,524,915 (1) (See Item 5)
|
|||
9
|
SOLE DISPOSITIVE POWER
-0-
|
|||
10
|
SHARED DISPOSITIVE POWER
7,524,915 (1) (See Item 5)
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,524,915 (1) (See Item 5)
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4% (See Item 5)
|
|||
14
|
TYPE OF REPORTING PERSON
OO
|
(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, 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
|
13
|
of
|
25
|
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
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
|
|||
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
21,972,914 (1) (See Item 5)
|
|||
9
|
SOLE DISPOSITIVE POWER
-0-
|
|||
10
|
SHARED DISPOSITIVE POWER
21,972,914 (1) (See Item 5)
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,972,914 (1) (See Item 5)
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1% (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 7,297,200 shares of common stock of the Issuer, WLR Recovery Fund IV XCO AIV II, L.P. (“Fund IV AIV II”) holds directly 7,295,363 shares of common stock of the Issuer and WLR Recovery Fund IV XCO AIV III, L.P. (“Fund IV AIV III”) holds directly 7,296,950 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 83,401 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.
|
CUSIP No.
|
269279402
|
Page
|
14
|
of
|
25
|
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
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
|
|||
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
31,504,077 (1) (See Item 5)
|
|||
9
|
SOLE DISPOSITIVE POWER
-0-
|
|||
10
|
SHARED DISPOSITIVE POWER
31,504,077 (1) (See Item 5)
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,504,077 (1) (See Item 5)
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4% (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 7,297,200 shares of common stock of the Issuer, WLR Recovery Fund IV XCO AIV II, L.P. (“Fund IV AIV II”) holds directly 7,295,363 shares of common stock of the Issuer and WLR Recovery Fund IV XCO AIV III, L.P. (“Fund IV AIV III”) holds directly 7,296,950 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 2,006,248 shares of common stock of the Issuer and WLR IV Parallel ESC, L.P. (“Parallel Fund”) holds directly 83,401 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 Fund IV AIV I, Fund IV AIV II and Fund IV AIV III. WLR Select Associates LLC is the general partner of Co-Invest Fund AIV. WLR Master Co-Investment GP, LLC is the general partner of WLR/GS Fund AIV. WL Ross & Co. LLC is the investment manager of Fund IV AIV I, Fund IV AIV II, Fund IV AIV III, 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 INVESCO WLR IV Associates LLC over the shares held by Parallel Fund.
|
CUSIP No.
|
269279402
|
Page
|
15
|
of
|
25
|
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
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
|
|||
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
31,504,077 (1) (See Item 5)
|
|||
9
|
SOLE DISPOSITIVE POWER
-0-
|
|||
10
|
SHARED DISPOSITIVE POWER
31,504,077 (1) (See Item 5)
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,504,077 (1) (See Item 5)
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4% (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 7,297,200 shares of common stock of the Issuer, WLR Recovery Fund IV XCO AIV II, L.P. (“Fund IV AIV II”) holds directly 7,295,363 shares of common stock of the Issuer and WLR Recovery Fund IV XCO AIV III, L.P. (“Fund IV AIV III”) holds directly 7,296,950 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 2,006,248 shares of common stock of the Issuer and WLR IV Parallel ESC, L.P. (“Parallel Fund”) holds directly 83,401 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 Fund IV AIV I, Fund IV AIV II and Fund IV AIV III. WLR Select Associates LLC is the general partner of Co-Invest Fund AIV. WLR Master Co-Investment GP, LLC is the general partner of WLR/GS Fund AIV. WL Ross & Co. LLC is the investment manager of Fund IV AIV I, Fund IV AIV II, Fund IV AIV III, 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 Private Capital, Inc. and INVESCO WLR IV Associates LLC over the shares held by Parallel Fund.
|
CUSIP No.
|
269279402
|
Page
|
16
|
of
|
25
|
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
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
3,750
|
||
8
|
SHARED VOTING POWER
31,504,077 (1) (See Item 5)
|
|||
9
|
SOLE DISPOSITIVE POWER
3,750
|
|||
10
|
SHARED DISPOSITIVE POWER
31,504,077 (1) (See Item 5)
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,507,827 (1) (See Item 5)
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4% (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 7,297,200 shares of common stock of the Issuer, WLR Recovery Fund IV XCO AIV II, L.P. (“Fund IV AIV II”) holds directly 7,295,363 shares of common stock of the Issuer and WLR Recovery Fund IV XCO AIV III, L.P. (“Fund IV AIV III”) holds directly 7,296,950 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 2,006,248 shares of common stock of the Issuer and WLR IV Parallel ESC, L.P. (“Parallel Fund”) holds directly 83,401 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 Fund IV AIV I, Fund IV AIV II and Fund IV AIV III. WLR Select Associates LLC is the general partner of Co-Invest Fund AIV. WLR Master Co-Investment GP, LLC is the general partner of WLR/GS Fund AIV. WL Ross & Co. LLC is the investment manager of Fund IV AIV I, Fund IV AIV II, Fund IV AIV III, 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.
|
|
Wilbur L. Ross, Jr. is a director of the Issuer. Mr. Ross is deemed to beneficially own 3,750 shares of common stock of the Issuer in respect of currently exercisable options directly owned by Mr. Ross. In addition, Mr. Ross directly owns options, which are not exercisable in the next 60 days, to purchase 6,250 shares of common stock of the Issuer. All such options were automatically granted to Mr. Ross pursuant to the Issuer’s 2007 Director Plan.
|
|
Item 1. Security and Issuer
|
|
Item 2. Identity and Background
|
•
|
WL Ross & Co. LLC, the investment manager of Fund IV AIV I, Fund IV AIV II, Fund IV AIV III, Co-Invest Fund AIV, WLR/GS Fund AIV and Parallel Fund (each as defined below).
|
•
|
WLR Recovery Fund IV XCO AIV I, L.P., an alternative investment vehicle for WLR Recovery Fund IV, L.P. (“Fund IV”) (“Fund IV AIV I”).
|
•
|
WLR Recovery Fund IV XCO AIV II, L.P., an alternative investment vehicle for Fund IV (“Fund IV AIV II”).
|
•
|
WLR Recovery Fund IV XCO AIV III, L.P., an alternative investment vehicle for Fund IV (“Fund IV AIV III”).
|
•
|
WLR Select Co-Investment XCO AIV, L.P., an alternative investment vehicle for WLR Select Co-Investment, L.P. (“Co-Invest Fund AIV”).
|
•
|
WLR/GS Master Co-Investment XCO AIV, L.P., an alternative investment vehicle for WLR/GS Master Co-Investment L.P. (“WLR/GS Fund AIV”).
|
•
|
WLR IV Parallel ESC, L.P. (“Parallel Fund”).
|
•
|
Invesco Private Capital, Inc., the managing member of INVESCO WLR IV Associates LLC.
|
•
|
INVESCO WLR IV Associates LLC, the general partner of Parallel Fund.
|
•
|
WLR Master Co-Investment GP, LLC, the general partner of WLR/GS Fund AIV.
|
•
|
WLR Select Associates LLC, the general partner of Co-Invest Fund AIV.
|
•
|
WLR Recovery Associates IV LLC, the general partner of Fund IV AIV I, Fund IV AIV II and Fund IV AIV III.
|
•
|
WL Ross Group, L.P., the managing member of WLR Recovery Associates IV LLC.
|
•
|
El Vedado, LLC, the general partner of WL Ross Group, L.P.
|
•
|
Wilbur L. Ross, Jr., the Chairman and Chief Executive Officer of WL Ross & Co. LLC and managing member of El Vedado, LLC.
|
|
Item 3. Source and Amount of Funds or Other Consideration
|
|
Item 4. Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer
|
Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 7.
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Material to be Filed as Exhibits
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Exhibit 99.5
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Letter Agreement, dated as of November 22, 2013, by and among Exco Resources, Inc., WLR Recovery Fund IV XCO AIV I, L.P., WLR Recovery Fund IV XCO AIV II, L.P., WLR Recovery Fund IV XCO AIV III, L.P., WLR Select Co-Investment XCO AIV, L.P., WLR/GS Master Co-Investment XCO AIV, L.P., and WLR IV Parallel ESC, L.P.
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By:
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/s/ Wilbur L. Ross Jr. |
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Name: Wilbur L. Ross, Jr.
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its Managing Member
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By:
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WLR Recovery Associates IV LLC,
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its General Partner
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By:
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WL Ross Group, L.P.,
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its Managing Member
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By:
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El Vedado, LLC,
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its General Partner
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By:
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/s/ Wilbur L. Ross Jr. |
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Wilbur L. Ross, Jr.,
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its Managing Member
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By:
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WLR Recovery Associates IV LLC,
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its General Partner
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By:
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WL Ross Group, L.P.,
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its Managing Member
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By:
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El Vedado, LLC,
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its General Partner
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By:
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/s/ Wilbur L. Ross Jr. |
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Wilbur L. Ross, Jr.,
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its Managing Member
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By:
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WLR Recovery Associates IV LLC,
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its General Partner
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By:
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WL Ross Group, L.P.,
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its Managing Member
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By:
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El Vedado, LLC,
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its General Partner
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By:
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/s/ Wilbur L. Ross Jr. |
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Wilbur L. Ross, Jr.,
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its Managing Member
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By:
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WLR Select Associates LLC
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its General Partner
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By:
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WL Ross Group, L.P.,
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its Managing Member
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By:
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El Vedado, LLC,
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its General Partner
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By:
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/s/ Wilbur L. Ross Jr. |
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Wilbur L. Ross, Jr.,
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its Managing Member
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By:
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WLR Master Co-Investment GP, LLC
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its General Partner
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By:
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WL Ross Group, L.P.,
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its Managing Member
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By:
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El Vedado, LLC,
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its General Partner
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By:
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/s/ Wilbur L. Ross Jr. |
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Wilbur L. Ross, Jr.,
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its Managing Member
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By:
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INVESCO WLR IV ASSOCIATES LLC
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its General Partner
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By:
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INVESCO Private Capital, Inc.
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its Managing Member
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By:
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/s/ Wilbur L. Ross Jr. |
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Wilbur L. Ross, Jr.
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its Chief Executive Officer
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By:
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WL Ross Group, L.P.,
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its Managing Member
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By:
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El Vedado, LLC, its General Partner
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By:
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/s/ Wilbur L. Ross Jr. |
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Wilbur L. Ross, Jr.,
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its Managing Member
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By:
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WL Ross Group, L.P.,
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its Managing Member
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By:
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El Vedado, LLC, its General Partner
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By:
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/s/ Wilbur L. Ross Jr. |
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Wilbur L. Ross, Jr.,
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its Managing Member
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By:
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WL Ross Group, L.P.,
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its Managing Member
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By:
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El Vedado, LLC, its General Partner
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By:
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/s/ Wilbur L. Ross Jr. |
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Wilbur L. Ross, Jr.,
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its Managing Member
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By:
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/s/ Wilbur L. Ross Jr. |
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Wilbur L. Ross, Jr.
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its Chief Executive Officer
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By:
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INVESCO Private Capital, Inc.
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its Managing Member
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By:
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/s/ Wilbur L. Ross Jr. |
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Wilbur L. Ross
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its Chief Executive Officer
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By:
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El Vedado, LLC, its General Partner
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By:
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/s/ Wilbur L. Ross Jr. |
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Wilbur L. Ross, Jr.,
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its Managing Member
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By:
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/s/ Wilbur L. Ross Jr. |
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Wilbur L. Ross, Jr.,
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its Managing Member
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/s/ Wilbur L. Ross Jr. |
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Wilbur L. Ross, Jr.
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Reporting Person
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Date
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Transaction
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Number of Shares of Common Stock*
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Price Per Share**
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Fund IV AIV I
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6/18/2012
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Purchase
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8,256
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$6.71
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Fund IV AIV I
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6/19/2012
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Purchase
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58,724
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$6.90
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Fund IV AIV I
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6/20/2012
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Purchase
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140,294
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$6.90
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Fund IV AIV I
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6/20/2012
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Purchase
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91,294
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$6.77
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Fund IV AIV I
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6/21/2012
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Purchase
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160,581
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$6.82
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Fund IV AIV I
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6/22/2012
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Purchase
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52,439
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$6.54
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Fund IV AIV II
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6/18/2012
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Purchase
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8,254
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$6.71
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Fund IV AIV II
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6/19/2012
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Purchase
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58,710
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$6.90
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Fund IV AIV II
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6/20/2012
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Purchase
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140,259
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$6.90
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Fund IV AIV II
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6/20/2012
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Purchase
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91,272
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$6.77
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Fund IV AIV II
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6/21/2012
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Purchase
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160,542
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$6.82
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Fund IV AIV II
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6/22/2012
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Purchase
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52,425
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$6.54
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Fund IV AIV III
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6/18/2012
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Purchase
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8,256
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$6.71
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Fund IV AIV III
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6/19/2012
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Purchase
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58,722
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$6.90
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Fund IV AIV III
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6/20/2012
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Purchase
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140,290
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$6.90
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Fund IV AIV III
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6/20/2012
|
Purchase
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91,291
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$6.77
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Fund IV AIV III
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6/21/2012
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Purchase
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160,576
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$6.82
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Fund IV AIV III
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6/22/2012
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Purchase
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52,437
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$6.54
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Parallel Fund
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6/18/2012
|
Purchase
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416
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$6.71
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Parallel Fund
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6/19/2012
|
Purchase
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671
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$6.90
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Parallel Fund
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6/20/2012
|
Purchase
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1,603
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$6.90
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Parallel Fund
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6/20/2012
|
Purchase
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1,043
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$6.77
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Parallel Fund
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6/21/2012
|
Purchase
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1,835
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$6.82
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Parallel Fund
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6/22/2012
|
Purchase
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599
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$6.54
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WLR/GS Fund AIV
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6/18/2012
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Purchase
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313,000
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$6.71
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WLR/GS Fund AIV
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6/19/2012
|
Purchase
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23,973
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$6.90
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WLR/GS Fund AIV
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6/20/2012
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Purchase
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38,572
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$6.90
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WLR/GS Fund AIV
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6/20/2012
|
Purchase
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25,100
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$6.77
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WLR/GS Fund AIV
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6/21/2012
|
Purchase
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44,149
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$6.82
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WLR/GS Fund AIV
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6/22/2012
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Purchase
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14,417
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$6.54
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Wilbur L. Ross, Jr.
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11/01/2012
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Grant of Options
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5,000***
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N/A
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Wilbur L. Ross, Jr.
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11/01/2013
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Grant of Options
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5,000****
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N/A
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*
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The number of securities reported represents an aggregate number of shares purchased in multiple open market transactions over a range of purchase prices.
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**
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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.
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***
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Representing unexercised options to purchase 5,000 shares of Common Stock, automatically granted to Mr. Ross pursuant to the Issuer’s 2007 Director Plan on November 1, 2012. The options vest in four equal installments beginning on November 1, 2012. As of November 22, 2013, 50%, or options to purchase 2,500 shares of Common Stock, have vested, and the remaining options are not exercisable within sixty days.
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****
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Representing unexercised options to purchase 5,000 shares of Common Stock, automatically granted to Mr. Ross pursuant to the Issuer’s 2007 Director Plan on November 1, 2013. The options vest in four equal installments beginning on November 1, 2013. As of November 22, 2013, 25%, or options to purchase 1,250 shares of Common Stock, have vested, and the remaining options are not exercisable within sixty days.
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1.
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WLR and the Company enter into a Rights Exercise Agreement, a Registration Rights Agreement and such other agreements as they may each reasonably determine in their sole discretion, which agreements shall contain customary terms and conditions,
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including, without limitation, customary representations and warranties, closing conditions, covenants of the Company, indemnification provisions and registration rights of WLR (collectively, the “Rights Agreements”). |
2.
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WLR may unilaterally terminate this letter agreement if (i) a registration statement on Form S-3 (the “Registration Statement”) to register the Shares to be issued in the Rights Offering is not filed with the U.S. Securities and Exchange Commission (the "SEC") by December 31, 2013, (ii) WLR and the Company have not entered into mutually agreeable Rights Agreements by December 31, 2013, (iii) the Rights Offering is not completed by March 31, 2014, (iv) WLR’s acquisition of Shares pursuant to this letter agreement is not completed by April 7, 2014 or (v) there shall have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, that, as determined by WLR acting reasonably, is material and adverse and that makes it, in the reasonable determination of WLR, impracticable to proceed with the Rights Offering. In addition, each of the Company and WLR shall have the unilateral right to terminate this letter agreement if (a) any governmental entity has issued any judgment, injunction, decree or other legal restraint or has otherwise taken any action prohibiting the Rights Offering or the acquisition of Shares by WLR pursuant to this letter agreement or the transactions contemplated in connection therewith, (b) a stop order has been issued on the Registration Statement or there has been a suspension of trading in the Company’s common stock or trading in securities generally on the New York Stock Exchange or (c) the other party is in breach of, or has failed to comply with, any of its representations, warranties or covenants in this letter agreement, and such breach or failure to comply has not been cured within 15 days of receipt of notice thereof.
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3.
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The Company shall not, without the prior written consent of WLR, amend, terminate or waive any material terms of the Rights Offering.
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By:
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/s/ William L. Boeing |
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Name: William L. Boeing
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Title: Vice President and General Counsel
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|
By:
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WLR Recovery Associates IV LLC,
|
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its General Partner
|
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By:
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WL Ross Group, L.P.,
|
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its Managing Member
|
|
By:
|
El Vedado, LLC,
|
|
its General Partner
|
|
By:
|
/s/ Wilbur L. Ross, Jr. |
|
Wilbur L. Ross, Jr.,
|
|
its Managing Member
|
|
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
|
|
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
|
|
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
|
|
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:
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/s/ Wilbur L. Ross, Jr. |
|
Wilbur L. Ross, Jr.,
|
|
its Managing Member
|
|
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
|