0001193125-17-101565.txt : 20170329 0001193125-17-101565.hdr.sgml : 20170329 20170329152605 ACCESSION NUMBER: 0001193125-17-101565 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20170329 DATE AS OF CHANGE: 20170329 GROUP MEMBERS: BLUE MOUNTAIN CA MASTER FUND GP, LTD. GROUP MEMBERS: BLUE MOUNTAIN CREDIT ALTERNATIVES MASTER FUND L.P. GROUP MEMBERS: BLUE MOUNTAIN CREDIT GP, LLC GROUP MEMBERS: BLUEMOUNTAIN CREDIT OPPORTUNITIES GP I, LLC GROUP MEMBERS: BLUEMOUNTAIN CREDIT OPPORTUNITIES MASTER FUND I L.P. GROUP MEMBERS: BLUEMOUNTAIN GP HOLDINGS, LLC GROUP MEMBERS: BLUEMOUNTAIN GUADALUPE PEAK FUND L.P. GROUP MEMBERS: BLUEMOUNTAIN LONG/SHORT CREDIT GP, LLC GROUP MEMBERS: BLUEMOUNTAIN MONTENVERS GP S.A R.L. GROUP MEMBERS: BLUEMOUNTAIN MONTENVERS MASTER FUND SCA SICAV-SIF GROUP MEMBERS: BLUEMOUNTAIN STRATEGIC CREDIT GP, LLC GROUP MEMBERS: BLUEMOUNTAIN STRATEGIC CREDIT MASTER FUND L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MedEquities Realty Trust, Inc. CENTRAL INDEX KEY: 0001616314 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 465477146 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89660 FILM NUMBER: 17722041 BUSINESS ADDRESS: STREET 1: 3100 WEST END AVENUE STREET 2: SUITE 1000 CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: (615) 324-7822 MAIL ADDRESS: STREET 1: 3100 WEST END AVENUE STREET 2: SUITE 1000 CITY: NASHVILLE STATE: TN ZIP: 37203 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BlueMountain Capital Management, LLC CENTRAL INDEX KEY: 0001427430 IRS NUMBER: 261523875 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 905-3900 MAIL ADDRESS: STREET 1: 280 PARK AVENUE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 d369506dsc13da.htm SC 13D/A SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

 

 

MEDEQUITIES REALTY TRUST, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

58409L306

(CUSIP Number)

Eric M. Albert

BlueMountain Capital Management, LLC

280 Park Avenue, 12th Floor

New York, New York 10017

212-905-5647

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

March 28, 2017

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

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

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“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. 58409L306

 

 

  1   

NAMES OF REPORTING PERSONS

 

BlueMountain Capital Management, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)

 

(a)  ☒        (b)  ☐

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See instructions)

 

WC

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

2,583,686

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

2,583,686

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,583,686

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

8.1% (1)

14  

TYPE OF REPORTING PERSON (See instructions)

 

IA

 

 

(1) The percentage set forth in Row 13 of this Cover Page is based on the 31,790,607 shares of Common Stock (as defined in Item 1) of the Issuer (as defined in Item 1) outstanding as of February 22, 2017, as reported on Form DEF 14A (as defined in Item 5).


CUSIP No. 58409L306

 

 

  1   

NAMES OF REPORTING PERSONS

 

BlueMountain GP Holdings, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)

 

(a)  ☒        (b)  ☐

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See instructions)

 

WC

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

2,041,889

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

2,041,889

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,041,889

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.4% (1)

14  

TYPE OF REPORTING PERSON (See instructions)

 

OO

 

 

(1) The percentage set forth in Row 13 of this Cover Page is based on the 31,790,607 shares of Common Stock of the Issuer outstanding as of February 22, 2017, as reported on Form DEF 14A.


CUSIP No. 58409L306

 

 

  1   

NAMES OF REPORTING PERSONS

 

Blue Mountain Credit GP, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)

 

(a)  ☒        (b)  ☐

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See instructions)

 

WC

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

541,797

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

541,797

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

541,797

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.7% (1)

14  

TYPE OF REPORTING PERSON (See instructions)

 

OO

 

 

(1) The percentage set forth in Row 13 of this Cover Page is based on the 31,790,607 shares of Common Stock of the Issuer outstanding as of February 22, 2017, as reported on Form DEF 14A.


CUSIP No. 58409L306

 

 

  1   

NAMES OF REPORTING PERSONS

 

Blue Mountain CA Master Fund GP, Ltd.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)

 

(a)  ☒        (b)  ☐

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See instructions)

 

WC

  5  

CHECK 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

 

541,797

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

541,797

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

541,797

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.7% (1)

14  

TYPE OF REPORTING PERSON (See instructions)

 

CO

 

 

(1) The percentage set forth in Row 13 of this Cover Page is based on the 31,790,607 shares of Common Stock of the Issuer outstanding as of February 22, 2017, as reported on Form DEF 14A.


CUSIP No. 58409L306

 

 

  1   

NAMES OF REPORTING PERSONS

 

Blue Mountain Credit Alternatives Master Fund L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)

 

(a)  ☒        (b)  ☐

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See instructions)

 

WC

  5  

CHECK 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

 

541,797

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

541,797

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

541,797

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.7% (1)

14  

TYPE OF REPORTING PERSON (See instructions)

 

PN

 

 

(1) The percentage set forth in Row 13 of this Cover Page is based on the 31,790,607 shares of Common Stock of the Issuer outstanding as of February 22, 2017, as reported on Form DEF 14A.


CUSIP No. 58409L306

 

 

  1   

NAMES OF REPORTING PERSONS

 

BlueMountain Long/Short Credit GP, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)

 

(a)  ☒        (b)  ☐

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See instructions)

 

WC

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

416,498

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

416,498

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

416,498

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.3% (1)

14  

TYPE OF REPORTING PERSON (See instructions)

 

OO

 

 

(1) The percentage set forth in Row 13 of this Cover Page is based on the 31,790,607 shares of Common Stock of the Issuer outstanding as of February 22, 2017, as reported on Form DEF 14A.


CUSIP No. 58409L306

 

 

  1   

NAMES OF REPORTING PERSONS

 

BlueMountain Guadalupe Peak Fund L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)

 

(a)  ☒        (b)  ☐

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See instructions)

 

WC

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

416,498

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

416,498

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

416,498

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.3% (1)

14  

TYPE OF REPORTING PERSON (See instructions)

 

PN

 

 

(1) The percentage set forth in Row 13 of this Cover Page is based on the 31,790,607 shares of Common Stock of the Issuer outstanding as of February 22, 2017, as reported on Form DEF 14A.


CUSIP No. 58409L306

 

 

  1   

NAMES OF REPORTING PERSONS

 

BlueMountain Credit Opportunities GP I, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)

 

(a)  ☒        (b)  ☐

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See instructions)

 

WC

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

541,797

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

541,797

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

541,797

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.7% (1)

14  

TYPE OF REPORTING PERSON (See instructions)

 

OO

 

 

(1) The percentage set forth in Row 13 of this Cover Page is based on the 31,790,607 shares of Common Stock of the Issuer outstanding as of February 22, 2017, as reported on Form DEF 14A.


CUSIP No. 58409L306

 

 

  1   

NAMES OF REPORTING PERSONS

 

BlueMountain Credit Opportunities Master Fund I L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)

 

(a)  ☒        (b)  ☐

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See instructions)

 

WC

  5  

CHECK 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

 

541,797

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

541,797

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

541,797

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.7% (1)

14  

TYPE OF REPORTING PERSON (See instructions)

 

PN

 

 

(1) The percentage set forth in Row 13 of this Cover Page is based on the 31,790,607 shares of Common Stock of the Issuer outstanding as of February 22, 2017, as reported on Form DEF 14A.


CUSIP No. 58409L306

 

 

  1   

NAMES OF REPORTING PERSONS

 

BlueMountain Strategic Credit GP, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)

 

(a)  ☒        (b)  ☐

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See instructions)

 

WC

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

541,797

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

541,797

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

541,797

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.7% (1)

14  

TYPE OF REPORTING PERSON (See instructions)

 

OO

 

 

(1) The percentage set forth in Row 13 of this Cover Page is based on the 31,790,607 shares of Common Stock of the Issuer outstanding as of February 22, 2017, as reported on Form DEF 14A.


CUSIP No. 58409L306

 

 

  1   

NAMES OF REPORTING PERSONS

 

BlueMountain Strategic Credit Master Fund L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)

 

(a)  ☒        (b)  ☐

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See instructions)

 

WC

  5  

CHECK 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

 

541,797

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

541,797

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

541,797

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.7% (1)

14  

TYPE OF REPORTING PERSON (See instructions)

 

PN

 

 

(1) The percentage set forth in Row 13 of this Cover Page is based on the 31,790,607 shares of Common Stock of the Issuer outstanding as of February 22, 2017, as reported on Form DEF 14A.


CUSIP No. 58409L306

 

 

  1   

NAMES OF REPORTING PERSONS

 

BlueMountain Montenvers GP S.à r.l.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)

 

(a)  ☒        (b)  ☐

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See instructions)

 

WC

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Luxembourg

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

541,797

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

541,797

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

541,797

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.7% (1)

14  

TYPE OF REPORTING PERSON (See instructions)

 

CO

 

 

(1) The percentage set forth in Row 13 of this Cover Page is based on the 31,790,607 shares of Common Stock of the Issuer outstanding as of February 22, 2017, as reported on Form DEF 14A.


CUSIP No. 58409L306

 

 

  1   

NAMES OF REPORTING PERSONS

 

BlueMountain Montenvers Master Fund SCA SICAV-SIF

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)

 

(a)  ☒        (b)  ☐

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See instructions)

 

WC

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Luxembourg

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

541,797

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

541,797

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

541,797

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.7% (1)

14  

TYPE OF REPORTING PERSON (See instructions)

 

PN

 

 

(1) The percentage set forth in Row 13 of this Cover Page is based on the 31,790,607 shares of Common Stock of the Issuer outstanding as of February 22, 2017, as reported on Form DEF 14A.


CUSIP No. 58409L306

 

Item 1. Security of the Issuer.

This Amendment No. 1 amends the Schedule 13D filed with the Securities and Exchange Commission on October 11, 2016 (the “Schedule 13D”), relating to the shares of Common Stock, par value $0.01 per share (the “Common Stock”), of MedEquities Realty Trust, Inc., a Maryland corporation (the “Issuer”). The Issuer’s principal executive office is located at 3100 West End Avenue, Suite 1000, Nashville, Tennessee 37203. Unless specifically amended hereby, the disclosures set forth in the Schedule 13D remain unchanged.

Item 2. Identity and Background.

Paragraphs (a), (b), (c) and (f) of Item 2 of the Schedule 13D are hereby deleted and replaced with the following:

(a-c) This Statement is being filed by the following beneficial owners of Common Stock (each, a “Reporting Person”):

 

  (i) Blue Mountain Credit Alternatives Master Fund L.P., a Cayman Islands exempted limited partnership (“BMCA”), with respect to the Common Stock directly owned by it;

 

  (ii) Blue Mountain CA Master Fund GP, Ltd., a Cayman Islands exempted limited company (“BMCA GP”), with respect to the Common Stock directly owned by BMCA;

 

  (iii) Blue Mountain Credit GP, LLC, a Delaware limited liability company (“BMC GP”), which serves as the sole owner of BMCA GP, with respect to the Common Stock directly owned by BMCA;

 

  (iv) BlueMountain Guadalupe Peak Fund L.P., a Delaware limited partnership (“BMGP”), with respect to the Common Stock directly owned by it;

 

  (v) BlueMountain Long/Short Credit GP, LLC, a Delaware limited liability company (“BMGP GP”), with respect to the Common Stock directly owned by BMGP;

 

  (vi) BlueMountain Credit Opportunities Master Fund I L.P., a Cayman Islands exempted limited partnership (“BMCO”), with respect to the Common Stock directly owned by it;

 

  (vii) BlueMountain Credit Opportunities GP I, LLC, a Delaware limited liability company (“BMCO GP”), with respect to the Common Stock directly owned by BMCO;

 

  (viii) BlueMountain Strategic Credit Master Fund L.P., a Cayman Islands exempted limited partnership (“BMSC” and, together with BMCA, BMGP and BMCO, the “Partnerships”), with respect to the Common Stock directly owned by it;

 

  (ix) BlueMountain Strategic Credit GP, LLC, a Delaware limited liability company (“BMSC GP” and, together with BMC GP, BMGP GP and BMCO GP, the “General Partners”), with respect to the Common Stock directly owned by BMSC;

 

  (x) BlueMountain Montenvers Master Fund SCA SICAV-SIF, an investment company with variable share capital organized as a specialized investment fund in the form of a corporate partnership limited by shares under the laws of Luxembourg (“BMM” and, together with the Partnerships, the “BlueMountain Funds”), with respect to the Common Stock directly owned by it;

 

  (xi) BlueMountain Montenvers GP S.à r.l., a private limited company incorporated under the laws of Luxembourg (“BMM GP”), with respect to the Common Stock directly owned by BMM;

 

  (xii) BlueMountain GP Holdings, LLC, a Delaware limited liability company (“GP Holdings”), which serves as the sole owner of each of the General Partners, with respect to the Common Stock directly owned by each of the Partnerships; and

 

  (xiii) BlueMountain Capital Management, LLC, a Delaware limited liability company (“BMCM” or the “Investment Manager”), which serves as investment manager to the BlueMountain Funds and the sole owner of BMM GP, and has investment discretion with respect to the Common Stock directly owned by the BlueMountain Funds.

The principal business of: (i) each of the BlueMountain Funds is to serve as a private investment fund; (ii) each of BMCA GP, BMGP GP, BMCO GP, BMSC GP and BMM GP is to serve as the general partner of BMCA, BMGP, BMCO, BMSC and BMM, respectively; (iii) BMC GP is to serve as the sole owner of BMCA GP; (iv) GP Holdings is to serve as the sole owner of each of the General Partners; and (v) the Investment Manager is to serve as investment manager to, and to make investment decisions on behalf of, the BlueMountain Funds and to serve as the sole owner of BMM GP.


CUSIP No. 58409L306

 

The executive officers, directors, and control persons of the Reporting Persons are as follows:

 

Andrew Feldstein    Chief Executive Officer and Co-Chief Investment Officer of the Investment Manager; Chief Executive Officer and Co-Chief Investment Officer of GP Holdings; Director of BMCA GP; Manager of BMC GP; Manager of BMGP GP; Manager of BMCO GP;
Michael Liberman    Co-President and Partner of the Investment Manager; Co-President and Partner of GP Holdings
Stephen Siderow    Co-President and Partner of the Investment Manager; Co-President and Partner of GP Holdings
Derek Smith    Co-Chief Investment Officer and Partner of the Investment Manager; Co-Chief Investment Officer and Partner of GP Holdings
Nathaniel Dalton    Director of BMCA GP; Manager of BMC GP
Alan Gerstein    Manager of BMGP GP; Manager of BMCO GP; Manager of BMM GP
Elizabeth Gile    Director of BMCA GP; Manager of BMC GP; Manager of BMGP GP; Manager of BMCO GP
Todd Groome    Manager of BMM GP
Gary Linford    Director of BMCA GP; Manager of BMC GP; Manager of BMGP GP; Manager of BMCO GP
William Reeves    Director of BMCA GP; Manager of BMC GP
David Rubenstein    Manager of BMM GP
Mark Shapiro    Director of BMCA GP; Manager of BMC GP; Manager of BMGP GP; Manager of BMCO GP; Manager of BMM GP
Elli Stevens    Manager of BMM GP

The business address of each BlueMountain Fund (other than BMGP and BMM) and BMCA GP is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. The business address of BMGP, each General Partner, GP Holdings, the Investment Manager, Mr. Feldstein, Mr. Liberman, Mr. Siderow, Mr. Smith, Mr. Dalton, Mr. Gerstein, Ms. Gile, Mr. Reeves, Mr. Rubenstein and Mr. Shapiro is 280 Park Avenue, 12th Floor, New York, New York 10017. The business address of Mr. Groome and Mr. Linford is c/o HighWater, Pavilion Commercial Centre, 1st Floor, 802 West Bay Road, P.O. Box 30599, KY1-1203, Grand Cayman, Cayman Islands. The business address of each of BMM, BMM GP and Ms. Stevens is 6D, Route de Treves, L-2633 Seningerberg, Luxembourg B176.316.

(f) Mr. Feldstein, Mr. Liberman, Mr. Siderow, Mr. Smith, Mr. Dalton, Mr. Gerstein, Ms. Gile, Mr. Groome, Mr. Reeves, Mr. Rubenstein and Mr. Shapiro are U.S. citizens. Mr. Linford is a South African citizen. Ms. Stevens is a British citizen.

Item 5. Interest in Securities of the Issuer.

Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D are hereby deleted and replaced with the following:

(a-b) All percentages set forth in this Schedule 13D are based on the Issuer’s 31,790,607 shares of Common Stock outstanding as of February 22, 2017, as reported on the Issuer’s Form DEF 14A filed with the Securities and Exchange Commission on March 17, 2017 (“Form DEF 14A”). The information set forth in Rows 7-13 of each Cover Page of this Schedule 13D is hereby incorporated herein by reference.

BMCA GP, BMM GP, the General Partners, GP Holdings and BMCM expressly declare that this filing shall not be construed as an admission that each is, for the purposes of sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this filing.

None of the Reporting Persons beneficially own any other shares of Common Stock of the Issuer.


CUSIP No. 58409L306

 

(c) During the last 60 days ending March 28, 2017, the BlueMountain Funds effected the following transactions in the Common Stock:

 

Date    BlueMountain Fund    Amount      Price per Share      Type of Transaction  

March 28, 2017

   BMCA      2,253      $ 0        disposition to Issuer  

March 28, 2017

   BMCA      1,125      $ 9.23        disposition to Issuer  

March 28, 2017

   BMGP      1,728      $ 0        disposition to Issuer  

March 28, 2017

   BMGP      868      $ 9.23        disposition to Issuer  

March 28, 2017

   BMCO      2,253      $ 0        disposition to Issuer  

March 28, 2017

   BMCO      1,125      $ 9.23        disposition to Issuer  

March 28, 2017

   BMSC      2,253      $ 0        disposition to Issuer  

March 28, 2017

   BMSC      1,125      $ 9.23        disposition to Issuer  

March 28, 2017

   BMM      2,253      $ 0        disposition to Issuer  

March 28, 2017

   BMM      1,125      $ 9.23        disposition to Issuer  

No other Reporting Person effected any transactions in any securities of the Issuer.

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

Item 6 of the Schedule 13D is hereby amended by adding the following:

Pursuant to the MedEquities/BlueMountain Letter Agreement dated March 28, 2017 (the “Letter Agreement”): (i) on March 28, 2017, the BlueMountain Funds forfeited and returned to the Issuer 10,740 shares of Common Stock that were previously granted to the BMCM Board designees; (ii) on March 28, 2017, the Issuer repurchased from the BlueMountain Funds an aggregate of 5,368 shares of Common Stock for an aggregate purchase price of $49,546.64; (iii) BMCM agreed to pay to the Issuer $28,977.64, which represents all dividends paid to date on the 16,108 shares of Common Stock previously granted to the BMCM Board designees and transferred to the BlueMountain Funds; and (iv) BMCM and the Issuer agreed that each BMCM Board designee who is a BMCM employee will receive, in lieu of any award of restricted shares of Common Stock granted to the other non-employee directors of the Issuer, a cash award equal to (a) 100% of the value of the restricted shares of Common Stock that each other non-employee director of the Issuer may receive for 2017 and 2018 and (b) 75% of the value of the restricted shares of Common Stock that each other non-employee director of the Issuer may receive for each year thereafter.

The summary of the Letter Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the text of the Letter Agreement, a copy of which is being filed as Exhibit 3 hereto and is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

The following shall be added to the end of Item 7:

3. MedEquities/BlueMountain Letter Agreement dated March 28, 2017, attached as Exhibit 3 hereto.

4. Joint Filing Agreement dated March 29, 2017, attached as Exhibit 4 hereto.


SIGNATURES

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

Date: March 29, 2017

 

BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC
By:  

/s/ ERIC M. ALBERT

Name: Eric M. Albert, Chief Compliance Officer
BLUEMOUNTAIN GP HOLDINGS, LLC
By:  

/s/ ERIC M. ALBERT

Name: Eric M. Albert, Chief Compliance Officer
BLUE MOUNTAIN CREDIT GP, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By:  

/s/ ERIC M. ALBERT

Name: Eric M. Albert, Chief Compliance Officer
BLUE MOUNTAIN CA MASTER FUND GP, LTD.
By:  

/s/ ANDREW FELDSTEIN

Name: Andrew Feldstein, Director

BLUE MOUNTAIN CREDIT ALTERNATIVES MASTER FUND L.P.

BY: BLUE MOUNTAIN CA MASTER FUND GP, LTD.

By:  

/s/ ANDREW FELDSTEIN

Name: Andrew Feldstein, Director
BLUEMOUNTAIN LONG/SHORT CREDIT GP, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By:  

/s/ ERIC M. ALBERT

Name: Eric M. Albert, Chief Compliance Officer
BLUEMOUNTAIN GUADALUPE PEAK FUND L.P.
BY: BLUEMOUNTAIN LONG/SHORT CREDIT GP, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By:  

/s/ ERIC M. ALBERT

Name: Eric M. Albert, Chief Compliance Officer


BLUEMOUNTAIN CREDIT OPPORTUNITIES GP I, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By:  

/s/ ERIC M. ALBERT

Name: Eric M. Albert, Chief Compliance Officer
BLUEMOUNTAIN CREDIT OPPORTUNITIES MASTER FUND I L.P.
BY: BLUEMOUNTAIN CREDIT OPPORTUNITIES GP I, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By:  

/s/ ERIC M. ALBERT

Name: Eric M. Albert, Chief Compliance Officer
BLUEMOUNTAIN STRATEGIC CREDIT GP, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By:  

/s/ ERIC M. ALBERT

Name: Eric M. Albert, Chief Compliance Officer
BLUEMOUNTAIN STRATEGIC CREDIT MASTER FUND L.P.
BY: BLUEMOUNTAIN STRATEGIC CREDIT GP, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By:  

/s/ ERIC M. ALBERT

Name: Eric M. Albert, Chief Compliance Officer
BLUEMOUNTAIN MONTENVERS GP S.à r.l.
By:  

/s/ ERIC M. ALBERT

Name: Eric M. Albert, Chief Compliance Officer
BLUEMOUNTAIN MONTENVERS MASTER FUND SCA SICAV-SIF
BY: BLUEMOUNTAIN MONTENVERS GP S.à r.l.
By:  

/s/ ERIC M. ALBERT

Name: Eric M. Albert, Chief Compliance Officer

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement; provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)

EX-99.3 2 d369506dex993.htm EX-99.3 EX-99.3

Exhibit 3

MedEquities Realty Trust, Inc.

3100 West End Avenue, Suite 1000

Nashville, TN 37203

March 28, 2017

Blue Mountain Credit Alternatives Master Fund L.P.

BlueMountain Credit Opportunities Master Fund I L.P.

BlueMountain Montenvers Master Fund SCA SICAV-SIF

BlueMountain Strategic Credit Master Fund L.P.

BlueMountain Guadalupe Peak Fund L.P.

c/o BlueMountain Capital Management, LLC

280 Park Avenue, 12th Floor

New York, NY 10017

RE: Compensation for BlueMountain Director Designees

Ladies and Gentlemen:

Pursuant to the BlueMountain Rights Agreement, dated July 25, 2014 (the “Rights Agreement”), by and between MedEquities Realty Trust, Inc. (the “Company”) and BlueMountain Capital Management, LLC (“BlueMountain”), BlueMountain has designated two persons (each, a “BlueMountain Designee” and, together, the “BlueMountain Designees”) to the Company’s board of directors (the “Board”) since July 31, 2014. The BlueMountain Designees have been employees of BlueMountain since July 31, 2014 and, in accordance with BlueMountain’s policies, any compensation payable to the BlueMountain Designees as directors of the Company has been paid or transferred to BlueMountain or the BlueMountain Funds (as defined below), including an aggregate of 16,108 restricted shares of the Company’s common stock, $0.01 par value per share (“Common Stock”), granted to the BlueMountain Designees in 2014 and 2015. BlueMountain has advised the Company that there are potential adverse tax implications to BlueMountain and BlueMountain Funds related to their receipt of restricted shares of Common Stock, and has requested that the Company modify the director compensation structure for the BlueMountain Designees to address such potential adverse tax implications. As a result, each of the BlueMountain Designees waived receipt of the $50,000 grant of restricted shares of Common Stock that was made to the other non-employee directors of the Company on January 1, 2016.

In light of the foregoing, the Company, BlueMountain and Blue Mountain Credit Alternatives Master Fund L.P., BlueMountain Credit Opportunities Master Fund I L.P., BlueMountain Montenvers Master Fund SCA SICAV-SIF, BlueMountain Strategic Credit Master Fund L.P. and BlueMountain Guadalupe Peak Fund L.P. (each a “BlueMountain Fund” and, collectively, the “BlueMountain Funds”) hereby agree as follows:

1. The BlueMountain Funds shall, effective as of the date first set forth above (the “Effective Date”), forfeit and return to the Company an aggregate of 10,740 vested shares of Common Stock that were previously granted to the BlueMountain Designees and transferred to the BlueMountain Funds.

2. On the effective date, the Company shall repurchase from the BlueMountain Funds an aggregate of 5,368 restricted shares of Common Stock at a price per share equal to $9.23 (which represents 85% of the average closing prices of the Common Stock on the New York Stock Exchange for the five consecutive trading days immediately prior to the Effective Date), for an aggregate purchase price of $49,546.64, with payment to be made to BlueMountain.

3. The BlueMountain Funds shall pay to the Company $ 28,977.64, which represents all dividends paid to date on the 16,108 shares of Common Stock previously granted to the BlueMountain Designees and transferred to the BlueMountain Funds.


4. Each BlueMountain Designee who is an employee of BlueMountain will receive, in lieu of any award of restricted shares of Common Stock granted to the other non-employee directors of the Company, a cash award equal to (a) 100% of the value of the restricted shares of Common Stock that each other non-employee director of the Company may receive for 2017 and 2018 and (b) 75% of the value of the restricted shares of Common Stock that each other non-employee director of the Company may receive for each year thereafter. Any such cash award shall vest pursuant to the same schedule and subject to the same conditions as the awards of restricted shares of Common Stock granted to the other non-employee directors of the Company. For example, for the 2017 cash award, $25,000 will be paid to each BlueMountain Designee on January 1 of each of 2018, 2019 and 2020, subject to the BlueMountain Designee’s continued service as a director of the Company on such dates. Notwithstanding the foregoing, nothing contained herein shall limit discretion of the Board or the Compensation Committee of Board in granting equity awards to non-employee directors of the Company.

Nothing contained herein shall be construed to expand or otherwise modify the rights and obligations of the Company and BlueMountain under the BlueMountain Rights Agreement.

Each of the Company, BlueMountain and the BlueMountain Funds hereby agrees to execute and deliver all such further instruments and documents (including, but not limited to, instruction letters to the transfer agent for the Common Stock) and take all such other actions as may reasonably be required to carry out the transactions contemplated hereby.

This agreement may be executed in any number of counterparts (including by facsimile transmission or electronic mail in portable document format), each of which shall be deemed to be an original copy and all of which, when taken together, shall constitute one agreement.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND.

[Signature Page Follows]

 

2


Very truly yours,
MEDEQUITIES REALTY TRUST, INC.
By:  

/s/ JEFFERY C. WALRAVEN

Name: Jeffery C. Walraven
Title: Executive Vice President & Chief Financial Officer

 

ACCEPTED AND AGREED TO AS
OF THE DATE FIRST WRITTEN ABOVE:
BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC
By:  

/s/ RICHARD HORNE

Name: Richard Horne
Title: Deputy General Counsel, Tax
BLUE MOUNTAIN CREDIT ALTERNATIVES MASTER FUND L.P.
By: BlueMountain Capital Management, LLC, its manager
By:  

/s/ RICHARD HORNE

Name: Richard Horne
Title: Deputy General Counsel, Tax
BLUEMOUNTAIN CREDIT OPPORTUNITIES MASTER FUND I L.P.
By: BlueMountain Capital Management, LLC, its manager
By:  

/s/ RICHARD HORNE

Name: Richard Horne
Title: Deputy General Counsel, Tax
BLUEMOUNTAIN MONTENVERS MASTER FUND SCA SICAV-SIF
By: BlueMountain Capital Management, LLC, its manager
By:  

/s/ RICHARD HORNE

Name: Richard Horne
Title: Deputy General Counsel, Tax
BLUEMOUNTAIN STRATEGIC CREDIT MASTER FUND L.P.
By: BlueMountain Capital Management, LLC, its manager
By:  

/s/ RICHARD HORNE

Name: Richard Horne
Title: Deputy General Counsel, Tax

 

Signature Page to MedEquities/BlueMountain Latter Agreement


BLUEMOUNTAIN GUADALUPE PEAK FUND L.P.
By: BlueMountain Capital Management, LLC, its manager
By:  

/s/ RICHARD HORNE

Name: Richard Horne
Title: Deputy General Counsel, Tax

 

Signature Page to MedEquities/BlueMountain Latter Agreement

EX-99.4 3 d369506dex994.htm EX-99.4 EX-99.4

Exhibit 4

JOINT FILING AGREEMENT

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 it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that it knows or has reason to believe that such information is inaccurate.

DATED: March 29, 2017

 

BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC
By:  

/s/ ERIC M. ALBERT

Name: Eric M. Albert, Chief Compliance Officer
BLUEMOUNTAIN GP HOLDINGS, LLC
By:  

/s/ ERIC M. ALBERT

Name: Eric M. Albert, Chief Compliance Officer
BLUE MOUNTAIN CREDIT GP, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By:  

/s/ ERIC M. ALBERT

Name: Eric M. Albert, Chief Compliance Officer
BLUE MOUNTAIN CA MASTER FUND GP, LTD.
By:  

/s/ ANDREW FELDSTEIN

Name: Andrew Feldstein, Director
BLUE MOUNTAIN CREDIT ALTERNATIVES MASTER FUND L.P.
BY: BLUE MOUNTAIN CA MASTER FUND GP, LTD.
By:  

/s/ ANDREW FELDSTEIN

Name: Andrew Feldstein, Director
BLUEMOUNTAIN LONG/SHORT CREDIT GP, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By:  

/s/ ERIC M. ALBERT

Name: Eric M. Albert, Chief Compliance Officer


BLUEMOUNTAIN GUADALUPE PEAK FUND L.P.
BY: BLUEMOUNTAIN LONG/SHORT CREDIT GP, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By:  

/s/ ERIC M. ALBERT

Name: Eric M. Albert, Chief Compliance Officer
BLUEMOUNTAIN CREDIT OPPORTUNITIES GP I, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By:  

/s/ ERIC M. ALBERT

Name: Eric M. Albert, Chief Compliance Officer
BLUEMOUNTAIN CREDIT OPPORTUNITIES MASTER FUND I L.P.
BY: BLUEMOUNTAIN CREDIT OPPORTUNITIES GP I, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By:  

/s/ ERIC M. ALBERT

Name: Eric M. Albert, Chief Compliance Officer
BLUEMOUNTAIN STRATEGIC CREDIT GP, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By:  

/s/ ERIC M. ALBERT

Name: Eric M. Albert, Chief Compliance Officer
BLUEMOUNTAIN STRATEGIC CREDIT MASTER FUND L.P.
BY: BLUEMOUNTAIN STRATEGIC CREDIT GP, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By:  

/s/ ERIC M. ALBERT

Name: Eric M. Albert, Chief Compliance Officer
BLUEMOUNTAIN MONTENVERS GP S.à r.l.
By:  

/s/ ERIC M. ALBERT

Name: Eric M. Albert, Chief Compliance Officer
BLUEMOUNTAIN MONTENVERS MASTER FUND SCA SICAV-SIF
BY: BLUEMOUNTAIN MONTENVERS GP S.à r.l.
By:  

/s/ ERIC M. ALBERT

Name: Eric M. Albert, Chief Compliance Officer