UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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
Copy to:
Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attention: David E. Shapiro Telephone Number: (212) 403-1000 |
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 4, 2011 |
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons 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 | Page 2 of 38 |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WL Ross & Co. LLC (1) | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (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) ¨
| |||||
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
25,605,177 (1) (See Item 5) | |||||
9 | SOLE DISPOSITIVE POWER
-0- | |||||
10 | SHARED DISPOSITIVE POWER
25,605,177 (1) (See Item 5) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,605,177 (1) (See Item 5) | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.0% (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 6,061,763 shares of common stock of the Issuer, Fund IV AIV II holds directly 6,060,236 shares of common stock of the Issuer, Fund IV AIV III holds directly 6,061,554 shares of common stock of the Issuer, Co-Invest Fund AIV holds directly 5,805,613 shares of common stock of the Issuer; WLR/GS Fund AIV holds directly |
CUSIP No. 269279402 | Page 3 of 38 |
1,547,037 shares of common stock of the Issuer and Parallel Fund holds directly 68,974 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. |
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 4 of 38 |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WLR Recovery Fund IV, L.P. (1) | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (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) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
-0- | ||||
8 | SHARED VOTING POWER
-0- (See Item 5) | |||||
9 | SOLE DISPOSITIVE POWER
-0- | |||||
10 | SHARED DISPOSITIVE POWER
-0- (See Item 5) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- (See Item 5) | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% (See Item 5) | |||||
14 |
TYPE OF REPORTING PERSON
PN |
CUSIP No. 269279402 | Page 5 of 38 |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WLR Recovery Fund IV XCO AIV I, L.P. (1) | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (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) ¨
| |||||
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
6,061,763(1) (See Item 5) | |||||
9 | SOLE DISPOSITIVE POWER
-0- | |||||
10 | SHARED DISPOSITIVE POWER
6,061,763(1) (See Item 5) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,061,763(1) (See Item 5) | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8% (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 6,061,763 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 6 of 38 |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WLR Recovery Fund IV XCO AIV II, L.P. (1) | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (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) ¨
| |||||
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
6,060,236 (1) (See Item 5) | |||||
9 | SOLE DISPOSITIVE POWER
-0- | |||||
10 | SHARED DISPOSITIVE POWER
6,060,236 (1) (See Item 5) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,060,236 (1) (See Item 5) | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8% (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 6,060,236 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 | 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 | Page 8 of 38 |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WLR Recovery Fund IV XCO AIV III, L.P. (1) | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (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) ¨
| |||||
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
6,061,554(1) (See Item 5) | |||||
9 | SOLE DISPOSITIVE POWER
-0- | |||||
10 | SHARED DISPOSITIVE POWER
6,061,554 (1) (See Item 5) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,061,554 (1) (See Item 5) | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8% (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 6,061,554 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 9 of 38 |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WLR Select Co-Investment, L.P. (1) | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (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) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
-0- | ||||
8 | SHARED VOTING POWER
-0- (See Item 5) | |||||
9 | SOLE DISPOSITIVE POWER
-0- | |||||
10 | SHARED DISPOSITIVE POWER
-0- (See Item 5) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- (See Item 5) | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0- (See Item 5) | |||||
14 |
TYPE OF REPORTING PERSON
PN |
CUSIP No. 269279402 | Page 10 of 38 |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WLR Select Co-Investment XCO AIV, L.P. (1) | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (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) ¨
| |||||
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
5,805,613 (1) (See Item 5) | |||||
9 | SOLE DISPOSITIVE POWER
-0- | |||||
10 | SHARED DISPOSITIVE POWER
5,805,613 (1) (See Item 5) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,805,613 (1) (See Item 5) | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7% (See Item 5) | |||||
14 |
TYPE OF REPORTING PERSON
PN |
(1) | WLR Select Co-Investment XCO AIV, L.P. (Co-Invest Fund AIV) holds directly 5,805,613 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 11 of 38 |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WLR/GS Master Co-Investment, L.P. (1) | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (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) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
-0- | ||||
8 | SHARED VOTING POWER
-0- (See Item 5) | |||||
9 | SOLE DISPOSITIVE POWER
-0- | |||||
10 | SHARED DISPOSITIVE POWER
-0- (See Item 5) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- (See Item 5) | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% (See Item 5) | |||||
14 |
TYPE OF REPORTING PERSON
PN |
CUSIP No. 269279402 | Page 12 of 38 |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WLR/GS Master Co-Investment XCO AIV, L.P. (1) | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (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) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
-0- | ||||
8 | SHARED VOTING POWER
1,547,037 (1) (See Item 5) | |||||
9 | SOLE DISPOSITIVE POWER
-0- | |||||
10 | SHARED DISPOSITIVE POWER
1,547,037 (1) (See Item 5) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,547,037 (1) (See Item 5) | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7% (See Item 5) | |||||
14 |
TYPE OF REPORTING PERSON
PN |
(1) | WLR/GS Master Co-Investment XCO AIV, L.P. (WLR/GS Fund AIV) holds directly 1,547,037 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 13 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)
WLR IV Parallel ESC, L.P. (1) | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (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) ¨
| |||||
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
68,974 (1) (See Item 5) | |||||
9 | SOLE DISPOSITIVE POWER
-0- | |||||
10 | SHARED DISPOSITIVE POWER
68,974 (1) (See Item 5) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
68,974 (1) (See Item 5) | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.03% (See Item 5) | |||||
14 |
TYPE OF REPORTING PERSON
PN |
(1) | WLR IV Parallel ESC, L.P. (Parallel Fund) holds directly 68,974 shares of common stock of the Issuer. Wilbur L. Ross, Jr. is the Chairman and Chief Executive Officer of WL Ross & Co. LLC and the managing member of El Vedado, LLC, the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Recovery Associates IV LLC. WLR Recovery Associates IV LLC is the general partner of WLR Recovery Fund IV, L.P. (Fund IV), Recovery Fund IV XCO AIV I, L.P. (Fund IV AIV I), WLR Recovery Fund IV XCO AIV II, L.P. (Fund IV AIV II) and WLR Recovery Fund IV XCO AIV III, L.P. (Fund IV AIV III). WL Ross & Co. LLC is the investment manager of Fund IV, Fund IV AIV I, Fund IV AIV II, Fund IV AIV III and Parallel Fund. Invesco Private Capital, Inc. is the managing member of INVESCO WLR IV Associates LLC, which is in turn the general partner of Parallel Fund. INVESCO WLR IV Associates LLC and WLR Recovery Associates IV LLC have agreed that Parallel Fund will make investments on a pro rata basis in parallel with Fund IV. |
CUSIP No. 269279402 | Page 15 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 16 of 38 |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Invesco Private Capital, Inc. (1) | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (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) ¨
| |||||
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
68,974 (1) (See Item 5) | |||||
9 | SOLE DISPOSITIVE POWER
-0- | |||||
10 | SHARED DISPOSITIVE POWER
68,974 (1) (See Item 5) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
68,974 (1) (See Item 5) | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.03% (See Item 5) | |||||
14 |
TYPE OF REPORTING PERSON
CO |
(1) | WLR IV Parallel ESC, L.P. (Parallel Fund) holds directly 68,974shares 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)
INVESCO WLR IV Associates LLC (1) | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (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) ¨
| |||||
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
68,974 (1) (See Item 5) | |||||
9 | SOLE DISPOSITIVE POWER
-0- | |||||
10 | SHARED DISPOSITIVE POWER
68,974 (1) (See Item 5) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
68,974 (1) (See Item 5) | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.03% (See Item 5) | |||||
14 |
TYPE OF REPORTING PERSON
OO |
(1) | WLR IV Parallel ESC, L.P. (Parallel Fund) holds directly 68,974 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)
WLR Master Co-Investment GP, LLC (1) | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (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) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
-0- | ||||
8 | SHARED VOTING POWER
1,547,037 (1) (See Item 5) | |||||
9 | SOLE DISPOSITIVE POWER
-0- | |||||
10 | SHARED DISPOSITIVE POWER
1,547,037 (1) (See Item 5) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,547,037 (1) (See Item 5) | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7% (See Item 5) | |||||
14 |
TYPE OF REPORTING PERSON
OO |
(1) | WLR/GS Master Co-Investment XCO AIV, L.P. (WLR/GS Fund AIV) holds directly 1,547,037 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)
WLR Select Associates LLC (1) | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (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) ¨
| |||||
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
5,805,613 (1) (See Item 5) | |||||
9 | SOLE DISPOSITIVE POWER
-0- | |||||
10 | SHARED DISPOSITIVE POWER
5,805,613 (1) (See Item 5) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,805,613 (1) (See Item 5) | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7% (See Item 5) | |||||
14 |
TYPE OF REPORTING PERSON
OO |
(1) | WLR Select Co-Investment XCO AIV, L.P. (Co-Invest Fund AIV) holds directly 5,805,613 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)
WLR Recovery Associates IV LLC (1) | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (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) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
-0- | ||||
8 | SHARED VOTING POWER
18,252,527 (1) (See Item 5) | |||||
9 | SOLE DISPOSITIVE POWER
-0- | |||||
10 | SHARED DISPOSITIVE POWER
18,252,527 (1) (See Item 5) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,252,527 (1) (See Item 5) | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5% (See Item 5) | |||||
14 |
TYPE OF REPORTING PERSON
OO |
(1) | WLR Recovery Fund IV XCO AIV I, L.P. (Fund IV AIV I) holds directly 6,061,763 shares of common stock of the Issuer, WLR Recovery Fund IV XCO AIV II, L.P. (Fund IV AIV II) holds directly 6,060,236 shares of common stock of the Issuer and WLR Recovery Fund IV XCO AIV III, L.P. (Fund IV AIV III) holds directly 6,061,554 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 |
CUSIP No. 269279402 | Page 25 of 38 |
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 68,974 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 26 of 38 |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WL Ross Group, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (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) ¨
| |||||
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
25,605,177 (1) (See Item 5) | |||||
9 | SOLE DISPOSITIVE POWER
-0- | |||||
10 | SHARED DISPOSITIVE POWER
25,605,177 (1) (See Item 5) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,605,177 (1) (See Item 5) | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.0% (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 6,061,763 shares of common stock of the Issuer, WLR Recovery Fund IV XCO AIV II, L.P. (Fund IV AIV II) holds directly 6,060,236 shares of common stock of the Issuer and WLR Recovery Fund IV XCO AIV III, L.P. (Fund IV AIV III) holds directly 6,061,554 shares of common stock of the Issuer, WLR Select Co-Investment XCO AIV, L.P. (Co-Invest Fund AIV) holds directly 5,805,613 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 68,974 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 |
CUSIP No. 269279402 | Page 27 of 38 |
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. |
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)
El Vedado, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (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) ¨
| |||||
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
25,605,177 (1) (See Item 5) | |||||
9 | SOLE DISPOSITIVE POWER
-0- | |||||
10 | SHARED DISPOSITIVE POWER
25,605,177 (1) (See Item 5) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,605,177 (1) (See Item 5) | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.0% (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 6,061,763 shares of common stock of the Issuer, WLR Recovery Fund IV XCO AIV II, L.P. (Fund IV AIV II) holds directly 6,060,236 shares of common stock of the Issuer and WLR Recovery Fund IV XCO AIV III, L.P. (Fund IV AIV III) holds directly 6,061,554 shares of common stock of the Issuer, WLR Select Co-Investment XCO AIV, L.P. (Co-Invest Fund AIV) holds directly 5,805,613 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 68,974 shares of common stock of the Issuer. Wilbur L. Ross, Jr. is the |
CUSIP No. 269279402 | Page 29 of 38 |
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. |
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)
Wilbur L. Ross, Jr. (1) | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (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) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
-0- | ||||
8 | SHARED VOTING POWER
25,605,177 (1) (See Item 5) | |||||
9 | SOLE DISPOSITIVE POWER
-0- | |||||
10 | SHARED DISPOSITIVE POWER
25,605,177 (1) (See Item 5) | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,605,177 (1) (See Item 5) | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.0% (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 6,061,763 shares of common stock of the Issuer, WLR Recovery Fund IV XCO AIV II, L.P. (Fund IV AIV II) holds directly 6,060,236 shares of common stock of the Issuer and WLR Recovery Fund IV XCO AIV III, L.P. (Fund IV AIV III) holds directly 6,061,554 shares of common stock of the Issuer, WLR Select Co-Investment XCO AIV, L.P. (Co-Invest Fund AIV) holds directly 5,805,613 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 68,974 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 |
CUSIP No. 269279402 | Page 31 of 38 |
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. |
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. 5 (this Amendment No. 5) 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 and Amendment No. 4 (Amendment No. 4) to the Statement on Schedule 13D filed with the SEC on July 28, 2011 (as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and this Amendment No. 5, 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 Issuers principal executive offices are located at 12377 Merit Drive, Suite 1700, LB 82, Dallas, TX 75251.
Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Schedule 13D.
Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Schedule 13D is hereby amended and restated as follows:
The 25,605,177 shares of Common Stock reported herein by the Reporting Persons were acquired for an aggregate purchase price of approximately $455,623,854 (excluding brokerage commissions). The shares of Common Stock that are reported on this Schedule 13D were acquired with cash from the limited partners of Fund IV, Fund IV AIV I, Fund IV AIV II, Fund IV AIV III, Co-Invest Fund, Co-Invest Fund AIV, WLR/GS Fund, WLR/GS Fund AIV and Parallel Fund.
Item 5. | Interest in Securities of the Issuer |
Items 5(a), (b) and (c) of the Schedule 13D are hereby amended and restated as follows:
(a) (b) As of the close of business on August 5, 2011, the Reporting Persons beneficially own, in the aggregate, a total of 25,605,177 shares of Common Stock, which represent approximately 12.0% of the Issuers outstanding Common Stock. Fund IV AIV I holds directly 6,061,763 shares of Common Stock, representing approximately 2.8% of the outstanding shares of Common Stock, Fund IV AIV II holds directly 6,060,236 shares of Common Stock, representing approximately 2.8% of the outstanding shares of Common Stock, Fund IV AIV III holds directly 6,061,554 shares of Common Stock, representing approximately 2.8% of the outstanding shares of Common Stock, Co-Invest Fund AIV holds directly 5,805,613 shares of Common Stock, representing approximately 2.7% 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 68,974 shares of Common Stock, representing approximately 0.03% of the outstanding shares of Common Stock. As of the close of business on August 5, 2011, the number of shares of Common Stock as to which each of the Reporting Persons has or shares voting or dispositive authority is set forth in rows 7 through 10 of each of the inside cover pages to this Schedule 13D relating to each such Reporting Person (which are incorporated by reference into this Item 5 by reference). All percentages set forth in this paragraph are based on 214,051,219 shares of Common Stock outstanding as of July 27, 2011, as set forth in the Issuers Quarterly Report on Form 10-Q for the Issuers fiscal quarterly period ended June 30, 2011.
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 during the past sixty days, except as set forth in the attached Schedule I.
32
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: August 5, 2011
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 |
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 |
34
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 |
35
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 |
36
INVESCO WLR IV ASSOCIATES LLC | ||
By: | INVESCO Private Capital, Inc. | |
its Managing Member | ||
By: | /s/ Wilbur L. Ross | |
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. |
37
Schedule I
Transactions in Shares of Common Stock by Reporting Persons
Reporting Person |
Date | Transaction | Number of Shares of Common Stock* |
Price Per Share** | ||||||||
Fund IV AIV I |
8/2/2011 | Purchase | 133,797 | $ | 15.92 | |||||||
Fund IV AIV I |
8/3/2011 | Purchase | 207,219 | $ | 15.76 | |||||||
Fund IV AIV I |
8/4/2011 | Purchase | 438,004 | $ | 14.51 | |||||||
Fund IV AIV I |
8/4/2011 | Purchase | 302,067 | $ | 15.02 | |||||||
Fund IV AIV I |
8/5/2011 | Purchase | 153,521 | $ | 14.35 | |||||||
Fund IV AIV I |
8/5/2011 | Purchase | 128,655 | $ | 13.88 | |||||||
Fund IV AIV II |
8/2/2011 | Purchase | 133,763 | $ | 15.92 | |||||||
Fund IV AIV II |
8/3/2011 | Purchase | 207,168 | $ | 15.76 | |||||||
Fund IV AIV II |
8/4/2011 | Purchase | 437,893 | $ | 14.51 | |||||||
Fund IV AIV II |
8/4/2011 | Purchase | 301,991 | $ | 15.02 | |||||||
Fund IV AIV II |
8/5/2011 | Purchase | 153,483 | $ | 14.35 | |||||||
Fund IV AIV II |
8/5/2011 | Purchase | 128,621 | $ | 13.88 | |||||||
Fund IV AIV III |
8/2/2011 | Purchase | 133,792 | $ | 15.92 | |||||||
Fund IV AIV III |
8/3/2011 | Purchase | 207,213 | $ | 15.76 | |||||||
Fund IV AIV III |
8/4/2011 | Purchase | 437,988 | $ | 14.51 | |||||||
Fund IV AIV III |
8/4/2011 | Purchase | 302,057 | $ | 15.02 | |||||||
Fund IV AIV III |
8/5/2011 | Purchase | 153,516 | $ | 14.35 | |||||||
Fund IV AIV III |
8/5/2011 | Purchase | 128,649 | $ | 13.88 | |||||||
Parallel Fund |
8/2/2011 | Purchase | 1,356 | $ | 15.92 | |||||||
Parallel Fund |
8/3/2011 | Purchase | 2,100 | $ | 15.76 | |||||||
Parallel Fund |
8/4/2011 | Purchase | 4,439 | $ | 14.51 | |||||||
Parallel Fund |
8/4/2011 | Purchase | 3,061 | $ | 15.02 | |||||||
Parallel Fund |
8/5/2011 | Purchase | 1,556 | $ | 14.35 | |||||||
Parallel Fund |
8/5/2011 | Purchase | 1,304 | $ | 13.88 | |||||||
Co-Invest Fund AIV |
8/2/2011 | Purchase | 49,265 | $ | 15.92 | |||||||
Co-Invest Fund AIV |
8/3/2011 | Purchase | 76,300 | $ | 15.76 | |||||||
Co-Invest Fund AIV |
8/4/2011 | Purchase | 161,276 | $ | 14.51 | |||||||
Co-Invest Fund AIV |
8/4/2011 | Purchase | 111,224 | $ | 15.02 | |||||||
Co-Invest Fund AIV |
8/5/2011 | Purchase | 56,528 | $ | 14.35 | |||||||
Co-Invest Fund AIV |
8/5/2011 | Purchase | 47,371 | $ | 13.88 |
* | The number of securities reported represents an aggregate number of shares purchased in multiple open market transactions over a range of purchase prices. |
** | The price reported represents the weighted average price (excluding brokerage commissions). Each of the Reporting Persons undertakes to provide the staff of the SEC, the Issuer or a stockholder of the Issuer, upon request, the number of shares purchased by such Reporting Person at each separate price within the range. |