0000902664-14-003203.txt : 20140721 0000902664-14-003203.hdr.sgml : 20140721 20140721171829 ACCESSION NUMBER: 0000902664-14-003203 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140721 DATE AS OF CHANGE: 20140721 GROUP MEMBERS: CCP II CAYMAN GP LTD. GROUP MEMBERS: CENTERBRIDGE ASSOCIATES II (CAYMAN), L.P. GROUP MEMBERS: CENTERBRIDGE CAPITAL PARTNERS II (CAYMAN), L.P. GROUP MEMBERS: CENTERBRIDGE CAPITAL PARTNERS SBS II (CAYMAN), L.P. GROUP MEMBERS: CENTERBRIDGE CREDIT GP INVESTORS, L.L.C. GROUP MEMBERS: CENTERBRIDGE CREDIT OFFSHORE GP INVESTORS, L.L.C. GROUP MEMBERS: CENTERBRIDGE CREDIT PARTNERS GENERAL PARTNER, L.P. GROUP MEMBERS: CENTERBRIDGE CREDIT PARTNERS MASTER, L.P. GROUP MEMBERS: CENTERBRIDGE CREDIT PARTNERS OFFSHORE GENERAL PARTNER, L.P. GROUP MEMBERS: CENTERBRIDGE GP INVESTORS II (CAYMAN), L.P. GROUP MEMBERS: CENTERBRIDGE SPECIAL CREDIT PARTNERS GP II (CAYMAN), L.P. GROUP MEMBERS: CENTERBRIDGE SPECIAL CREDIT PARTNERS II AIV IV (CAYMAN), L.P GROUP MEMBERS: CENTERBRIDGE SPECIAL GP INVESTORS II (CAYMAN), L.P. GROUP MEMBERS: CSCP II CAYMAN GP LTD. GROUP MEMBERS: JEFFREY H. ARONSON GROUP MEMBERS: MARK T. GALLOGLY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENCO SHIPPING & TRADING LTD CENTRAL INDEX KEY: 0001326200 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-81128 FILM NUMBER: 14985221 BUSINESS ADDRESS: STREET 1: 299 PARK AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10171 BUSINESS PHONE: (646) 443-8550 MAIL ADDRESS: STREET 1: 299 PARK AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10171 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Centerbridge Credit Partners, L.P. CENTRAL INDEX KEY: 0001422713 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 375 PARK AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 212-672-5080 MAIL ADDRESS: STREET 1: 375 PARK AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10152 FORMER COMPANY: FORMER CONFORMED NAME: CENTERBRIDGE CREDIT PARTNERS LP DATE OF NAME CHANGE: 20080103 SC 13D 1 p14-1626sc13d.htm GENCO SHIPPING & TRADING LIMITED

 

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No.)*
 

Genco Shipping & Trading Limited

(Name of Issuer)
 

Common Stock, $0.01 Par Value

(Title of Class of Securities)
 

Y2685T115

(CUSIP Number)
 
Susanne V. Clark

c/o Centerbridge Partners, L.P.

375 Park Avenue

New York, NY 10152

(212) 672-5000

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

July 9, 2014

(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), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨

 

(Page 1 of 29 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("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. Y2685T115SCHEDULE 13DPage 2 of 29 Pages

 

1

NAME OF REPORTING PERSON

Centerbridge Credit Partners, 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 PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

2,837,673

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

2,837,673

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,837,673

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.6%

14

TYPE OF REPORTING PERSON

PN

           

 

 
CUSIP No. Y2685T115SCHEDULE 13DPage 3 of 29 Pages

 

1

NAME OF REPORTING PERSON

Centerbridge Credit Partners General Partner, 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 PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

2,837,673

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

2,837,673

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,837,673

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.6%

14

TYPE OF REPORTING PERSON

PN

           

 

 

 
CUSIP No. Y2685T115SCHEDULE 13DPage 4 of 29 Pages

 

1

NAME OF REPORTING PERSON

Centerbridge Credit GP Investors, L.L.C.

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 PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

2,837,673

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

2,837,673

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,837,673

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.6%

14

TYPE OF REPORTING PERSON

OO

           

 

 
CUSIP No. Y2685T115SCHEDULE 13DPage 5 of 29 Pages

 

1

NAME OF REPORTING PERSON

Centerbridge Credit Partners Master, 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 PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

5,149,293

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

5,149,293

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,149,293

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.3%

14

TYPE OF REPORTING PERSON

PN

           

 

 
CUSIP No. Y2685T115SCHEDULE 13DPage 6 of 29 Pages

 

1

NAME OF REPORTING PERSON

Centerbridge Credit Partners Offshore General Partner, 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 PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

5,149,293

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

5,149,293

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,149,293

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.3%

14

TYPE OF REPORTING PERSON

PN

           

 

 
CUSIP No. Y2685T115SCHEDULE 13DPage 7 of 29 Pages

 

1

NAME OF REPORTING PERSON

Centerbridge Credit Offshore GP Investors, L.L.C.

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 PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

5,149,293

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

5,149,293

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,149,293

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.3%

14

TYPE OF REPORTING PERSON

OO

           

 

 
CUSIP No. Y2685T115SCHEDULE 13DPage 8 of 29 Pages

 

1

NAME OF REPORTING PERSON

Centerbridge Capital Partners II (Cayman), 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 PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

10,538,074

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

10,538,074

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,538,074

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

17.1%

14

TYPE OF REPORTING PERSON

PN

           

 

 
CUSIP No. Y2685T115SCHEDULE 13DPage 9 of 29 Pages

 

1

NAME OF REPORTING PERSON

Centerbridge Capital Partners SBS II (Cayman), 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 PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

59,740

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

59,740

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

59,740

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.1%

14

TYPE OF REPORTING PERSON

PN

           

 

 
CUSIP No. Y2685T115SCHEDULE 13DPage 10 of 29 Pages

 

1

NAME OF REPORTING PERSON

Centerbridge Associates II (Cayman), 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 PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

10,597,814

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

10,597,814

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,597,814

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

17.2%

14

TYPE OF REPORTING PERSON

PN

         

 

 
CUSIP No. Y2685T115SCHEDULE 13DPage 11 of 29 Pages

 

1

NAME OF REPORTING PERSON

Centerbridge GP Investors II (Cayman), 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 PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

10,597,814

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

10,597,814

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,597,814

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

17.2%

14

TYPE OF REPORTING PERSON

PN

           

 

 
CUSIP No. Y2685T115SCHEDULE 13DPage 12 of 29 Pages

 

1

NAME OF REPORTING PERSON

CCP II Cayman GP Ltd.

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 PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

10,597,814

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

10,597,814

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,597,814

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

17.2%

14

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. Y2685T115SCHEDULE 13DPage 13 of 29 Pages

 

1

NAME OF REPORTING PERSON

Centerbridge Special Credit Partners II AIV IV (Cayman), 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 PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

2,610,848

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

2,610,848

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,610,848

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.2%

14

TYPE OF REPORTING PERSON

PN

         

 

 
CUSIP No. Y2685T115SCHEDULE 13DPage 14 of 29 Pages

 

1

NAME OF REPORTING PERSON

Centerbridge Special Credit Partners General Partner II (Cayman), 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 PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

2,610,848

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

2,610,848

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,610,848

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.2%

14

TYPE OF REPORTING PERSON

PN

           

 

 
CUSIP No. Y2685T115SCHEDULE 13DPage 15 of 29 Pages

 

1

NAME OF REPORTING PERSON

Centerbridge Special GP Investors II (Cayman), 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 PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

2,610,848

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

2,610,848

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,610,848

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.2%

14

TYPE OF REPORTING PERSON

PN

           

 

 
CUSIP No. Y2685T115SCHEDULE 13DPage 16 of 29 Pages

 

1

NAME OF REPORTING PERSON

CSCP II Cayman GP Ltd.

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 PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

2,610,848

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

2,610,848

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,610,848

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.2%

14

TYPE OF REPORTING PERSON

CO

           

 

 
CUSIP No. Y2685T115SCHEDULE 13DPage 17 of 29 Pages

 

1

NAME OF REPORTING PERSON

Mark T. Gallogly

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 PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

21,195,628

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

21,195,628

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

21,195,628

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

34.4%

14

TYPE OF REPORTING PERSON

IN

           

 

 
CUSIP No. Y2685T115SCHEDULE 13DPage 18 of 29 Pages

 

1

NAME OF REPORTING PERSON

Jeffrey H. Aronson

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 PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

21,195,628

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

21,195,628

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

21,195,628

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

34.4%

14

TYPE OF REPORTING PERSON

IN

           

 

 

 
CUSIP No. Y2685T115SCHEDULE 13DPage 19 of 29 Pages

 

Item 1. SECURITY AND ISSUER
   
  This statement on Schedule 13D (this "Schedule 13D") relates to the shares of common stock, par value $0.01 per share (the "Common Stock"), of Genco Shipping & Trading Limited, a corporation organized under the laws of the Republic of the Marshall Islands (the "Issuer"). The Issuer's principal executive offices are located at 299 Park Avenue, 12th Floor, New York, New York 10171.

 

Item 2. IDENTITY AND BACKGROUND
   
  (a), (f)  This Schedule 13D is filed by:

 

  (i) Centerbridge Credit Partners, L.P., a Delaware limited partnership ("CCP"), with respect to the Common Stock beneficially owned by it;
     
  (ii) Centerbridge Credit Partners General Partner, L.P., a Delaware limited partnership ("CCPGP"), as general partner of CCP, with respect to the Common Stock beneficially owned by CCP;
     
  (iii) Centerbridge Credit GP Investors, L.L.C., a Delaware limited liability company ("CCGPI"), as general partner of CCPGP, with respect to the Common Stock beneficially owned by CCP;
     
  (iv) Centerbridge Credit Partners Master, L.P., a Cayman Islands exempted limited partnership ("CCPM"), with respect to the Common Stock beneficially owned by it;
     
  (v) Centerbridge Credit Partners Offshore General Partner, L.P., a Delaware limited partnership ("CCPOGP"), with respect to the Common Stock beneficially owned by CCPM;
     
  (vi) Centerbridge Credit Offshore GP Investors, L.L.C., a Delaware limited liability company ("CCOGPI"), as general partner of CCPOGP, with respect to the Common Stock beneficially owned by CCPM;
     
  (vii) Centerbridge Capital Partners II (Cayman), L.P., a Cayman Islands limited partnership ("CCP II Cayman"), with respect to the Common Stock beneficially owned by it;
     
  (viii) Centerbridge Capital Partners SBS II (Cayman), L.P., a Cayman Islands limited partnership ("CCP SBS II Cayman"), with respect to the Common Stock beneficially owned by it;
     
  (ix) Centerbridge Associates II (Cayman), L.P., a Cayman Islands limited partnership ("CA II Cayman"), as general partner of each of CCP II Cayman and CCP SBS II Cayman, with respect to the Common Stock beneficially owned by CCP II Cayman and CCP SBS II Cayman;
     
  (x) Centerbridge GP Investors II (Cayman), L.P., a Cayman Islands limited partnership ("CGPI II Cayman"), as general partner of CA II Cayman, with respect to the Common Stock beneficially owned by CCP II Cayman and CCP SBS II Cayman;
     
 
CUSIP No. Y2685T115SCHEDULE 13DPage 20 of 29 Pages

 

  (xi) CCP II Cayman GP Ltd., a Cayman Islands company ("CCP II Cayman Ltd."), as general partner of CGPI II Cayman, with respect to the Common Stock beneficially owned by CCP II Cayman and CCP SBS II Cayman;
     
  (xii) Centerbridge Special Credit Partners II AIV IV (Cayman), L.P., a Cayman Islands limited partnership ("CSCP Cayman"), with respect to the Common Stock beneficially owned by it;
     
  (xiii) Centerbridge Special Credit Partners General Partner II (Cayman), L.P., a Cayman Islands limited partnership ("CSCPGP II Cayman"), as general partner of CSCP Cayman, with respect to the Common Stock beneficially owned by CSCP Cayman;
     
  (xiv) Centerbridge Special GP Investors II (Cayman), L.P., a Cayman Islands limited partnership ("CSGPI II Cayman"), as general partner of CSCPGP II Cayman, with respect to the Common Stock beneficially owned by CSCP Cayman;
     
  (xv) CSCP II Cayman GP Ltd., a Cayman Islands company ("CSCP II Cayman Ltd."), as general partner of CSGPI II Cayman, with respect to the Common Stock beneficially owned by CSCP Cayman;
     
  (xvi) Mark T. Gallogly ("Mr. Gallogly"), a United States citizen, as managing member of CCGPI, CCOGPI, Centerbridge GP Investors II, LLC, a Delaware limited liability company, which serves as the director of CCP II Cayman Ltd. ("CGPI II"), and Centerbridge Special GP Investors II, L.L.C., a Delaware limited liability company, which serves as the director of CSCP II Cayman Ltd. ("CSGPI II"), with respect to the Common Stock beneficially owned by CCP, CCPM, CCP II Cayman, CCP SBS II Cayman and CSCP Cayman; and
     
  (xvii) Jeffrey H. Aronson ("Mr. Aronson"), a United States citizen, as managing member of CCGPI, CCOGPI, CPGI II, and CSGPI II, with respect to the Common Stock beneficially owned by CCP, CCPM, CCP II Cayman, CCP SBS II Cayman and CSCP Cayman.

 

  The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
   
  Information required by Instruction C of Schedule 13D with respect to the directors of CCP II Cayman Ltd. and CSCP II Cayman Ltd. is set forth on Schedule I attached hereto.
   
  CGPI II, who serves as the director of CCP II Cayman Ltd. has the power to direct the disposition of the securities held by CCP II Cayman and CCP SBS II Cayman, which powers are exercised by Mr. Gallogy and Mr. Aronson, the managing members of CGPI II.  The holders of Class B ordinary shares of CCP II Cayman Ltd. have the power to vote the securities held by CCP II Cayman and CCP SBS II Cayman.  The Class B ordinary shares of CCP II Cayman Ltd. are currently held by 20 individuals. No one holder of Class B Ordinary share of  CCP II Cayman Ltd. has the power to direct the voting of the shares held by CCP II Cayman and CCP SBS II Cayman.
   
 
CUSIP No. Y2685T115SCHEDULE 13DPage 21 of 29 Pages

 

  CSGPI II, who serves as the director of CSCP II Cayman Ltd. has the power to direct the disposition of the securities held by CSCP Cayman, which powers are exercised by Mr. Gallogy and Mr. Aronson, the managing members of CSGPI II.  The holders of Class B ordinary shares of CSCP II Cayman Ltd. have the power to vote the securities held by CSCP Cayman.  The Class B ordinary shares of CSCP II Cayman Ltd. are currenlty held by 20 individuals. No one holder of Class B Ordinary share of CSCP II Cayman Ltd. has the power to direct the voting of the shares held by CSCP Cayman.
   
  (b)  The business address of the Reporting Persons is 375 Park Avenue, 12th Floor, New York, New York 10152.
   
  (c)  Other than Mr. Gallogly and Mr. Aronson, the Reporting Persons are private investment funds (or their general partners) principally engaged in the business of making investments in financial instruments.  Mr. Gallogly is a Managing Principal of Centerbridge Partners, L.P.  Mr. Aronson is a Managing Principal of Centerbridge Partners, L.P.
   
  (d) – (e)  During the past five years, none of the Reporting Persons (nor, to the knowledge of  the Reporting Persons, has any of the persons listed on Schedule I hereto) (i) been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws.

 

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
   
  The Reporting Persons acquired the shares of Common Stock reported in this Schedule 13D pursuant to the Plan (as defined in Item 4), as more fully described in Item 4.

 

Item 4. PURPOSE OF TRANSACTION
   
  As described in the Current Report on Form 8-K filed by the Issuer on July 7, 2014 (the "Form 8-K"), on April 21, 2014, the Issuer and its subsidiaries (the "Debtors") filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court").  On July 2, 2014, the Bankruptcy Court entered an order (the "Confirmation Order"), confirming the revised First Amended Prepackaged Plan of Reorganization of the Debtors Pursuant to Chapter 11 of the Bankruptcy Code (the "Plan"). A copy of the Plan is attached as Exhibit 2.2 to the Form 8-K.  The Reporting Persons were holders of Prepetition 2007 Facility Claims (as defined in the Plan), and as such, at the time of effectiveness of the Plan, the Reporting Persons received 34.4% of the shares of Common Stock issued under the Plan and the right to appoint two (2) members to the Board of Directors of the Issuer as further described in the Plan.  The Reporting Persons have initially appointed Bao Truong and William Manuel to the Board of Directors of the Issuer pursuant to such board appointment rights.
   

 

 
CUSIP No. Y2685T115SCHEDULE 13DPage 22 of 29 Pages

 

  Except as set forth herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis.  Depending on various factors including, the Issuer's financial position and strategic direction, actions taken by the board of directors of the Issuer, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional Common Stock, other securities or derivative instruments related thereto or selling some or all of their Common Stock, other securities or derivative instruments, engaging in hedging or similar transactions with respect to the Common Stock, and, alone or with others, pursuing discussions with the management, the board of directors of the Issuer, other shareholders of the Issuer and third parties with regard to their investment in the Issuer, and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER
   
  (a) – (b) The percentages of Common Stock reported herein are based upon the 61,700,000 shares of Common Stock outstanding as of the effective date of the Plan, as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 7, 2014.
   
  The information required by Items 5(a) – (b) is set forth in rows 7 – 13 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
   
  CCP has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which powers may also be exercised by CCPGP, its general partner, and CCGPI, the general partner of CCPGP.  Neither CCPGP nor CCGPI directly owns any of the shares of Common Stock.  By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the shares of Common Stock beneficially owned by CCP.  However, none of the foregoing should be construed in and of itself as an admission by CCPGP or CCGPI or by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person.  In addition, each of CCPGP and CCGPI expressly disclaims beneficial ownership of shares of Common Stock owned by CCP.
   
  CCPM has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which powers may also be exercised by CCPOGP, its general partner, and CCOGPI, the general partner of CCPOGP.  Neither CCPOGP nor OCCOGPI directly owns any of the shares of Common Stock.  By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the shares of Common Stock beneficially owned by CCPM.  However, none of the foregoing should be construed in and of itself as an admission by CCPOGP or CCOGPI or by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person.  In addition, each of CCPOGP and CCOGPI expressly disclaims beneficial ownership of shares of Common Stock owned by CCPM.
   
 
CUSIP No. Y2685T115SCHEDULE 13DPage 23 of 29 Pages

 

  CCP II Cayman has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which powers may also be exercised by CA II Cayman, its general partner, CGPI II Cayman, the general partner of CA II Cayman, and CCP II Cayman Ltd., the general partner of CGPI II Cayman.  Neither CA II Cayman, CGPI II Cayman nor CCP II Cayman Ltd. directly owns any of the shares of Common Stock.  By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the shares of Common Stock beneficially owned by CCP II Cayman.  However, none of the foregoing should be construed in and of itself as an admission by CA II Cayman, CGPI II Cayman or CCP II Cayman Ltd. or by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person.  In addition, each of CA II Cayman, CGPI II Cayman and CCP II Cayman Ltd. expressly disclaims beneficial ownership of shares of Common Stock owned by CCP II Cayman.
   
  CCP SBS II Cayman has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which powers may also be exercised by CA II Cayman, its general partner, CGPI II Cayman, the general partner of CA II Cayman, and CCP II Cayman Ltd., the general partner of CGPI II Cayman.  Neither CA II Cayman, CGPI II Cayman nor CCP II Cayman Ltd. directly owns any of the shares of Common Stock.  By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the shares of Common Stock beneficially owned by CCP SBS II Cayman.  However, none of the foregoing should be construed in and of itself as an admission by CA II Cayman, CGPI II Cayman or CCP II Cayman Ltd. or by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person.  In addition, each of CA II Cayman, CGPI II Cayman and CCP II Cayman Ltd. expressly disclaims beneficial ownership of shares of Common Stock owned by CCP SBS II Cayman.
   
  CSCP Cayman has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which powers may also be exercised by CSCPGP II Cayman, its general partner, CSGPI II Cayman, the general partner of CSCPGP II Cayman, and CSCP II Cayman Ltd., the general partner of CSGPI II Cayman.  Neither CSCPGP II Cayman, CSGPI II Cayman nor CSCP II Cayman Ltd. directly owns any of the shares of Common Stock.  By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the shares of Common Stock beneficially owned by CSCP Cayman.  However, none of the foregoing should be construed in and of itself as an admission by CSCPGP II Cayman, CSGPI II Cayman or CSCP II Cayman Ltd. or by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person.  In addition, each of CSCPGP II Cayman, CSGPI II Cayman and CSCP II Cayman Ltd. expressly disclaims beneficial ownership of shares of Common Stock owned by CSCP Cayman.
   
  (c) Other than as reported in Item 4, the Reporting Persons have not effected any transactions in the Common Stock during the past 60 days.
   
  (d) No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock reported herein.
   
  (e) Not applicable.

 

 
CUSIP No. Y2685T115SCHEDULE 13DPage 24 of 29 Pages

 

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
   
 

The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto. A copy of such agreement is attached as Exhibit 1 to this Schedule 13D and is incorporated by reference herein.

 

Other than the joint filing agreement, there are no contracts, arrangements, understandings or relationships among the Reporting Persons or between the Reporting Persons and any other person with respect to the securities of the Issuer.

 

Item 7. MATERIAL TO BE FILED AS EXHIBITS
   

Exhibit

1

Description

Joint Filing Agreement, dated July 21, 2014

 
CUSIP No. Y2685T115SCHEDULE 13DPage 25 of 29 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: July 21, 2014

 

 

CENTERBRIDGE CREDIT PARTNERS, L.P.

By: Centerbridge Credit Partners

General Partner, L.P., its general partner

By: Centerbridge Credit GP Investors, L.L.C., its general partner

/s/ Jeffrey H. Aronson

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

CENTERBRIDGE CREDIT PARTNERS GENERAL PARTNER, L.P.

By: Centerbridge Credit GP Investors, L.L.C., its general partner

/s/ Jeffrey H. Aronson

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

Centerbridge Credit GP Investors, L.L.C.

/s/ Jeffrey H. Aronson

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

CENTERBRIDGE CREDIT PARTNERS MASTER, L.P.

By: Centerbridge Credit Partners Offshore General Partner, L.P., its general partner

By: Centerbridge Credit Offshore GP Investors, L.L.C., its general partner

/s/ Jeffrey H. Aronson

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 
CUSIP No. Y2685T115SCHEDULE 13DPage 26 of 29 Pages

 

 

CENTERBRIDGE CREDIT PARTNERS OFFSHORE GENERAL PARTNER, L.P.

By: Centerbridge Credit Offshore GP Investors, L.L.C., its general partner

/s/ Jeffrey H. Aronson

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

Centerbridge Credit Offshore GP Investors, L.L.C.

/s/ Jeffrey H. Aronson

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

 

 

CENTERBRIDGE CAPITAL PARTNERS II (CAYMAN), L.P.

By: Centerbridge Associates II (Cayman), L.P.,

its general partner

By: Centerbridge GP Investors II (Cayman), L.P., its

general partner

By: CCP II Cayman GP Ltd., its

general partner

By: Centerbridge GP Investors II, LLC, its

director

/s/ Jeffrey H. Aronson

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

CENTERBRIDGE CAPITAL PARTNERS SBS II (CAYMAN), L.P.

By: Centerbridge Associates II (Cayman), L.P.,

its general partner

By: Centerbridge GP Investors II (Cayman), L.P., its

general partner

By: CCP II Cayman GP Ltd., its

general partner

By: Centerbridge GP Investors II, LLC, its

director

/s/ Jeffrey H. Aronson

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 
CUSIP No. Y2685T115SCHEDULE 13DPage 27 of 29 Pages

  

 

CENTERBRIDGE ASSOCIATES II (CAYMAN), L.P.

By: Centerbridge GP Investors II (Cayman), L.P., its

general partner

By: CCP II Cayman GP Ltd., its

general partner

By: Centerbridge GP Investors II, LLC, its

director

/s/ Jeffrey H. Aronson

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

CENTERBRIDGE GP INVESTORS II (CAYMAN), L.P.

By: CCP II Cayman GP Ltd., its

general partner

By: Centerbridge GP Investors II, LLC, its

director

/s/ Jeffrey H. Aronson

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

CCP II CAYMAN GP LTD.

By: Centerbridge GP Investors II, LLC, its

director

/s/ Jeffrey H. Aronson

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

CENTERBRIDGE SPECIAL CREDIT PARTNERS II AIV IV (CAYMAN), L.P.

By: Centerbridge Special Credit Partners General

Partner II (Cayman), L.P., its general partner

By: Centerbridge Special GP Investors II (Cayman),

LP, its general partner

By: CSCP II Cayman GP Ltd., its general partner

By: Centerbridge Special GP Investors II, L.L.C., its

director

/s/ Jeffrey H. Aronson

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 
CUSIP No. Y2685T115SCHEDULE 13DPage 28 of 29 Pages

 

 

CENTERBRIDGE SPECIAL CREDIT PARTNERS GENERAL PARTNER II (CAYMAN), L.P.

By: Centerbridge Special GP Investors II (Cayman),

LP, its general partner

By: CSCP II Cayman GP Ltd., its general partner

By: Centerbridge Special GP Investors II, L.L.C., its

director

/s/ Jeffrey H. Aronson

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

CENTERBRIDGE SPECIAL GP INVESTORS II (CAYMAN), L.P.

By: CSCP II Cayman GP Ltd., its general partner

By: Centerbridge Special GP Investors II, L.L.C., its

director

/s/ Jeffrey H. Aronson

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

CSCP II CAYMAN GP LTD.

By: Centerbridge Special GP Investors II, L.L.C., its

director

/s/ Jeffrey H. Aronson

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

MARK T. GALLOGLY

/s/ Mark T. Gallogly

 

Jeffrey H. Aronson

/s/ Jeffrey H. Aronson

 
CUSIP No. Y2685T115SCHEDULE 13DPage 29 of 29 Pages

Schedule I

 

GENERAL PARTNERS, CONTROL PERSONS, DIRECTORS AND EXECUTIVE OFFICERS OF CERTAIN REPORTING PERSONS

 

The following sets forth the name, position, address, principal occupation and citizenship of each general partner, control person, director and/or executive officer of the applicable Reporting Persons (the "Instruction C Persons"). To the best of the Reporting Persons' knowledge, (i) none of the Instruction C Persons during the last five years has been convicted in a criminal proceeding (excluding traffic violations or other similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws and (ii) none of the Instruction C Persons owns any Shares or is party to any contract or agreement as would require disclosure in this Schedule 13D.

 

REPORTING PERSON: CCAP II CAYMAN GP LTD. ("CCP II Cayman Ltd.")

Centerbridge GP Investors II, LLC ("CGPI II") serves as the director of CCP II Cayman Ltd. Its business address is 375 Park Avenue, 12th Floor, New York, New York 10152. Its principal occupation is to serve as director of CCP II Cayman Ltd. CGPI II is a Delaware limited liability company.

 

Mr. Gallogy and Mr. Aronson serve as managing members of CGPI II. Mr. Gallogy and Mr. Aronson are Reporting Persons.

 

REPORTING PERSON: CSCP II CAYMAN GP LTD. ("CSCP II Cayman Ltd.")

Centerbridge Special GP Investors II, L.L.C. ("CSGPI II") serves as the director of CSCP II Cayman Ltd. Its business address is 375 Park Avenue, 12th Floor, New York, New York 10152. Its principal occupation is to serve as director of CSCP II Cayman Ltd. CSGPI II is a Delaware limited liability company.

 

Mr. Gallogy and Mr. Aronson serve as managing members of CSGPI II. Mr. Gallogy and Mr. Aronson are Reporting Persons.

 

 

 

 EX-1 2 jointfilingagreement.htm JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K)

EXHIBIT 1

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATE: July 21, 2014

 

 

CENTERBRIDGE CREDIT PARTNERS, L.P.

By: Centerbridge Credit Partners

General Partner, L.P., its general partner

By: Centerbridge Credit GP Investors, L.L.C., its general partner

/s/ Jeffrey H. Aronson

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

CENTERBRIDGE CREDIT PARTNERS GENERAL PARTNER, L.P.

By: Centerbridge Credit GP Investors, L.L.C., its general partner

/s/ Jeffrey H. Aronson

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

Centerbridge Credit GP Investors, L.L.C.

/s/ Jeffrey H. Aronson

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

CENTERBRIDGE CREDIT PARTNERS MASTER, L.P.

By: Centerbridge Credit Partners Offshore General Partner, L.P., its general partner

By: Centerbridge Credit Offshore GP Investors, L.L.C., its general partner

/s/ Jeffrey H. Aronson

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 
 

 

 

CENTERBRIDGE CREDIT PARTNERS OFFSHORE GENERAL PARTNER, L.P.

By: Centerbridge Credit Offshore GP Investors, L.L.C., its general partner

/s/ Jeffrey H. Aronson

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

Centerbridge Credit Offshore GP Investors, L.L.C.

/s/ Jeffrey H. Aronson

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

 

 

CENTERBRIDGE CAPITAL PARTNERS II (CAYMAN), L.P.

By: Centerbridge Associates II (Cayman), L.P.,

its general partner

By: Centerbridge GP Investors II (Cayman), L.P., its

general partner

By: CCP II Cayman GP Ltd., its

general partner

By: Centerbridge GP Investors II, LLC, its

director

/s/ Jeffrey H. Aronson

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

CENTERBRIDGE CAPITAL PARTNERS SBS II (CAYMAN), L.P.

By: Centerbridge Associates II (Cayman), L.P.,

its general partner

By: Centerbridge GP Investors II (Cayman), L.P., its

general partner

By: CCP II Cayman GP Ltd., its

general partner

By: Centerbridge GP Investors II, LLC, its

director

/s/ Jeffrey H. Aronson

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 
 

 

 

CENTERBRIDGE ASSOCIATES II (CAYMAN), L.P.

By: Centerbridge GP Investors II (Cayman), L.P., its

general partner

By: CCP II Cayman GP Ltd., its

general partner

By: Centerbridge GP Investors II, LLC, its

director

/s/ Jeffrey H. Aronson

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

CENTERBRIDGE GP INVESTORS II (CAYMAN), L.P.

By: CCP II Cayman GP Ltd., its

general partner

By: Centerbridge GP Investors II, LLC, its

director

/s/ Jeffrey H. Aronson

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

CCP II CAYMAN GP LTD.

By: Centerbridge GP Investors II, LLC, its

director

/s/ Jeffrey H. Aronson

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

CENTERBRIDGE SPECIAL CREDIT PARTNERS II AIV IV (CAYMAN), L.P.

By: Centerbridge Special Credit Partners General

Partner II (Cayman), L.P., its general partner

By: Centerbridge Special GP Investors II (Cayman),

LP, its general partner

By: CSCP II Cayman GP Ltd., its general partner

By: Centerbridge Special GP Investors II, L.L.C., its

director

/s/ Jeffrey H. Aronson

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 
 

 

 

CENTERBRIDGE SPECIAL CREDIT PARTNERS GENERAL PARTNER II (CAYMAN), L.P.

By: Centerbridge Special GP Investors II (Cayman),

LP, its general partner

By: CSCP II Cayman GP Ltd., its general partner

By: Centerbridge Special GP Investors II, L.L.C., its

director

/s/ Jeffrey H. Aronson

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

CENTERBRIDGE SPECIAL GP INVESTORS II (CAYMAN), L.P.

By: CSCP II Cayman GP Ltd., its general partner

By: Centerbridge Special GP Investors II, L.L.C., its

director

/s/ Jeffrey H. Aronson

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

CSCP II CAYMAN GP LTD.

By: Centerbridge Special GP Investors II, L.L.C., its

director

/s/ Jeffrey H. Aronson

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

MARK T. GALLOGLY

/s/ Mark T. Gallogly

 

Jeffrey H. Aronson

/s/ Jeffrey H. Aronson