CUSIP No. 93317W102
|
13G
|
Page 2 of 20 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GTH LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
1,812,532 (see Item 4)
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
1,812,532 (see Item 4)
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,812,532 (see Item 4)
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.02% (see Item 4)
|
||
12
|
TYPE OF REPORTING PERSON*
OO
|
CUSIP No. 93317W102
|
13G
|
Page 3 of 20 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Centerbridge Capital Partners, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
1,812,532(see Item 4)
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
1,812,532 (see Item 4)
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,812,532 (see Item 4)
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.02% (see Item 4)
|
||
12
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No. 93317W102
|
13G
|
Page 4 of 20 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Centerbridge Capital Partners Strategic, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
1,812,532 (see Item 4)
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
1,812,532 (see Item 4)
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,812,532 (see Item 4)
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.02% (see Item 4)
|
||
12
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No. 93317W102
|
13G
|
Page 5 of 20 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Centerbridge Capital Partners SBS, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
1,812,532 (see Item 4)
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
1,812,532 (see Item 4)
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,812,532 (see Item 4)
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.02% (see Item 4)
|
||
12
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No. 93317W102
|
13G
|
Page 6 of 20 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Centerbridge Capital Partners AIV II, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
1,812,532 (see Item 4)
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
1,812,532 (see Item 4)
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,812,532 (see Item 4)
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.02% (see Item 4)
|
||
12
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No. 93317W102
|
13G
|
Page 7 of 20 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Centerbridge Capital Partners Strategic AIV II, L.P
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
1,812,532 (see Item 4)
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
1,812,532 (see Item 4)
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,812,532 (see Item 4)
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.02% (see Item 4)
|
||
12
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No. 93317W102
|
13G
|
Page 8 of 20 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Centerbridge Capital Partners AIV V, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
1,812,532 (see Item 4)
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
1,812,532 (see Item 4)
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,812,532 (see Item 4)
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.02% (see Item 4)
|
||
12
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No. 93317W102
|
13G
|
Page 9 of 20 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Centerbridge Capital Partners Strategic AIV V, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
1,812,532 (see Item 4)
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
1,812,532 (see Item 4)
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,812,532 (see Item 4)
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.02% (see Item 4)
|
||
12
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No. 93317W102
|
13G
|
Page 10 of 20 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Centerbridge Associates, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
1,812,532 (see Item 4)
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
1,812,532 (see Item 4)
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,812,532 (see Item 4)
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.02% (see Item 4)
|
||
12
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No. 93317W102
|
13G
|
Page 11 of 20 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Centerbridge GP Investors, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
1,812,532 (see Item 4)
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
1,812,532 (see Item 4)
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,812,532 (see Item 4)
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.02% (see Item 4)
|
||
12
|
TYPE OF REPORTING PERSON*
OO
|
CUSIP No. 93317W102
|
13G
|
Page 12 of 20 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jeffrey H. Aronson
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
1,812,532 (see Item 4)
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
1,812,532 (see Item 4)
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,812,532 (see Item 4)
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.02% (see Item 4)
|
||
12
|
TYPE OF REPORTING PERSON*
IN
|
CUSIP No. 93317W102
|
13G
|
Page 13 of 20 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark T. Gallogly
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
1,812,532 (see Item 4)
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
1,812,532 (see Item 4)
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,812,532 (see Item 4)
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.02% (see Item 4)
|
||
12
|
TYPE OF REPORTING PERSON*
IN
|
Item 1(a)
|
Name of Issuer:
|
|
Walter Investment Management Corp.
|
||
Item 1(b)
|
Address of Issuer's Principal Executive Offices:
|
|
3000 Bayport Drive, Suite 1100, Tampa, FL 33607
|
||
Item 2(a)
|
Name of Person Filing:
|
|
This statement is filed by:
|
||
(i)
|
GTH LLC, a Delaware limited liability company (“GTH”) with respect to shares of Common Stock, par value $0.01 per share (“Shares”) of the Issuer;
|
|
(ii)
|
Centerbridge Capital Partners, L.P, a Delaware limited partnership. (“CCPLP”) with respect to Shares directly beneficially owned by GTH;
|
|
(iii)
|
Centerbridge Capital Partners Strategic, L.P., a Delaware limited partnership (“CCP Strategic”) with respect to Shares directly beneficially owned by GTH;
|
|
(iv)
|
Centerbridge Capital Partners SBS, L.P., a Delaware limited partnership (“CCP SBS”) with respect to Shares directly beneficially owned by GTH;
|
|
(v)
|
Centerbridge Capital Partners AIV II, L.P., a Delaware limited partnership, a Delaware limited partnership (“CCP AIV II”) with respect to Shares directly beneficially owned by GTH;
|
|
(vi)
|
Centerbridge Capital Partners Strategic AIV II, L.P., a Delaware limited partnership (“CCP Strategic AIV II”) with respect to Shares directly beneficially owned by GTH;
|
|
(vii)
|
Centerbridge Capital Partners AIV V, L.P., a Delaware limited partnership (“CCP AIV V”) with respect to shares directly beneficially owned by GTH;
|
|
(viii)
|
Centerbridge Capital Partners Strategic AIV V, L.P., a Delaware limited partnership (“CCP Strategic AIV V”, and together with CCPLP, CCP Strategic, CCP SBS, CCP AIV II, CCP Strategic AIV II and CCP AIV V, the “Centerbridge Funds”) with respect to shares directly beneficially owned by GTH;
|
|
(ix)
|
Centerbridge Associates, L.P. in its capacity as general partner of the Centerbridge Funds;
|
|
(x)
|
Centerbridge GP Investors, LLC in its capacity as general partner of Centerbridge Associates, L.P.;
|
|
(xi)
|
Jeffrey H. Aronson with respect to Shares beneficially owned by the Centerbridge Funds, Centerbridge Associates, L.P., Centerbridge GP Investors, LLC and GTH, which Shares may be deemed beneficially owned by him; and
|
|
(xii)
|
Mark T. Gallogly with respect to Shares beneficially owned by the Centerbridge Funds, Centerbridge Associates, L.P., Centerbridge GP Investors, LLC, and GTH, which Shares may be deemed beneficially owned by him.
|
|
GTH, CCPLP, CCP Strategic, CCP SBS, CCP AIV II, CCP Strategic AIV II, CCP AIV V, CCP Strategic AIV V, Centerbridge Associates, L.P., Centerbridge GP Investors, LLC, Jeffrey H. Aronson and Mark T. Gallogly have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
|
||
Item 2(b)
|
Address or Principal Business Office:
|
|
The address of the principal business office of (i) each of the Centerbridge Funds, Centerbridge Associates, L.P., Centerbridge GP Investors, LLC, Jeffrey H. Aronson and Mark T. Gallogly is 375 Park Avenue, 12th Floor, New York, New York 10152 and (ii) GTH is 1100 Landmark Towers, 345 St. Peter Street, Saint Paul, Minnesota 55102.
|
||
Item 2(c)
|
Citizenship:
|
|
Each of CCPLP, CCP Strategic, CCP SBS, CCP AIV II, CCP Strategic AIV II, CCP AIV V, CCP Strategic AIV V, and Centerbridge Associates, L.P. are Delaware limited partnerships. GTH and Centerbridge GP Investors, LLC are Delaware limited liability companies. Jeffrey H. Aronson and Mark T. Gallogly are United States Citizens.
|
||
Item 2(d)
|
Title of Class of Securities:
|
|
Common Stock, par value $0.01 per share
|
||
Item 2(e)
|
CUSIP Number:
|
|
93317W102
|
||
Item 3
|
Not Applicable
|
|
Item 4
|
Ownership:
|
|
The percentages used herein are calculated based upon the Shares issued and outstanding as of May 3, 2011 as reported on the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission by the Issuer for the quarterly period ended March 31, 2011.
|
||
As of the close of business on June 16, 2011:
|
||
1. GTH LLC
|
||
(a) Amount beneficially owned: 1,812,532
|
||
(b) Percent of class: 7.02%
|
||
(c)(i) Sole power to vote or direct the vote: -0-
|
||
(ii) Shared power to vote or direct the vote: 1,812,532
|
||
(iii) Sole power to dispose or direct the disposition: -0-
|
(iv) Shared power to dispose or direct the disposition: 1,812,532
|
||
2. Centerbridge Partners, L.P.
|
||
(a) Amount beneficially owned: 1,812,532
|
||
(b) Percent of class: 7.02%
|
||
(c)(i) Sole power to vote or direct the vote: -0-
|
||
(ii) Shared power to vote or direct the vote: 1,812,532
|
||
(iii) Sole power to dispose or direct the disposition: -0-
|
||
(iv) Shared power to dispose or direct the disposition: 1,812,532
|
||
3. Centerbridge Capital Partners Strategic, L.P.
|
||
(a) Amount beneficially owned: 1,812,532
|
||
(b) Percent of class: 7.02%
|
||
(c)(i) Sole power to vote or direct the vote: -0-
|
||
(ii) Shared power to vote or direct the vote: 1,812,532
|
||
(iii) Sole power to dispose or direct the disposition: -0-
|
||
(iv) Shared power to dispose or direct the disposition: 1,812,532
|
||
4. Centerbridge Capital Partners SBS, L.P.
|
||
(a) Amount beneficially owned: 1,812,532
|
||
(b) Percent of class: 7.02%
|
||
(c)(i) Sole power to vote or direct the vote: -0-
|
||
(ii) Shared power to vote or direct the vote: 1,812,532
|
||
(iii) Sole power to dispose or direct the disposition: -0-
|
||
(iv) Shared power to dispose or direct the disposition: 1,812,532
|
||
5. Centerbridge Capital Partners AIV II, L.P.
|
||
(a) Amount beneficially owned: 1,812,532
|
||
(b) Percent of class: 7.02%
|
||
(c)(i) Sole power to vote or direct the vote: -0-
|
||
(ii) Shared power to vote or direct the vote: 1,812,532
|
||
(iii) Sole power to dispose or direct the disposition: -0-
|
||
(iv) Shared power to dispose or direct the disposition: 1,812,532
|
||
6. Centerbridge Capital Partners Strategic AIV II, L.P.
|
||
(a) Amount beneficially owned: 1,812,532
|
||
(b) Percent of class: 7.02%
|
||
(c)(i) Sole power to vote or direct the vote: -0-
|
||
(ii) Shared power to vote or direct the vote: 1,812,532
|
||
(iii) Sole power to dispose or direct the disposition: -0-
|
||
(iv) Shared power to dispose or direct the disposition: 1,812,532
|
||
7. Centerbridge Capital Partners AIV V, L.P.
|
||
(a) Amount beneficially owned: 1,812,532
|
||
(b) Percent of class: 7.02%
|
||
(c)(i) Sole power to vote or direct the vote: -0-
|
||
(ii) Shared power to vote or direct the vote: 1,812,532
|
||
(iii) Sole power to dispose or direct the disposition: -0-
|
||
(iv) Shared power to dispose or direct the disposition: 1,812,532
|
||
8. Centerbridge Capital Partners Strategic AIV V, L.P.
|
||
(a) Amount beneficially owned: 1,812,532
|
||
(b) Percent of class: 7.02%
|
||
(c)(i) Sole power to vote or direct the vote: -0-
|
||
(ii) Shared power to vote or direct the vote: 1,812,532
|
||
(iii) Sole power to dispose or direct the disposition: -0-
|
||
(iv) Shared power to dispose or direct the disposition: 1,812,532
|
||
9. Centerbridge Associates, L.P.
|
||
(a) Amount beneficially owned: 1,812,532
|
||
(b) Percent of class: 7.02%
|
||
(c)(i) Sole power to vote or direct the vote: -0-
|
||
(ii) Shared power to vote or direct the vote: 1,812,532
|
||
(iii) Sole power to dispose or direct the disposition: -0-
|
||
(iv) Shared power to dispose or direct the disposition: 1,812,532
|
||
10. Centerbridge GP Investors, LLC
|
||
(a) Amount beneficially owned: 1,812,532
|
||
(b) Percent of class: 7.02%
|
||
(c)(i) Sole power to vote or direct the vote: -0-
|
||
(ii) Shared power to vote or direct the vote: 1,812,532
|
||
(iii) Sole power to dispose or direct the disposition: -0-
|
||
(iv) Shared power to dispose or direct the disposition: 1,812,532
|
||
11. Jeffrey H. Aronson
|
||
(a) Amount beneficially owned: 1,812,532
|
||
(b) Percent of class: 7.02%
|
||
(c)(i) Sole power to vote or direct the vote: -0-
|
||
(ii) Shared power to vote or direct the vote: 1,812,532
|
||
(iii) Sole power to dispose or direct the disposition: -0-
|
||
(iv) Shared power to dispose or direct the disposition: 1,812,532
|
||
12. Mark T. Gallogly
|
||
(a) Amount beneficially owned: 1,812,532
|
||
(b) Percent of class: 7.02%
|
||
(c)(i) Sole power to vote or direct the vote: -0-
|
||
(ii) Shared power to vote or direct the vote: 1,812,532
|
||
(iii) Sole power to dispose or direct the disposition: -0-
|
||
(iv) Shared power to dispose or direct the disposition: 1,812,532
|
||
Centerbridge Capital Partners, L.P., Centerbridge Capital Partners Strategic, L.P., Centerbridge Capital Partners SBS, L.P., Centerbridge Capital Partners AIV II, L.P., Centerbridge Capital Partners Strategic AIV II, L.P., Centerbridge Capital Partners AIV V, L.P., Centerbridge Capital Partners Strategic AIV V, L.P., Centerbridge Associates, L.P., Centerbridge GP Investors, LLC, Jeffrey H. Aronson and Mark T. Gallogly own directly no Shares. Each of Centerbridge Associates, L.P., Centerbridge GP Investors, LLC, Jeffrey H. Aronson and Mark T. Gallogly disclaims beneficial ownership of any of the securities covered by this statement.
|
||
Item 5
|
Ownership of Five Percent or Less of a Class:
|
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. o
|
||
Item 6
|
Ownership of More than Five Percent on Behalf of Another Person:
|
|
Not Applicable
|
||
Item 7
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
|
|
Not Applicable
|
||
Item 8
|
Identification and Classification of Members of the Group:
|
|
Not Applicable
|
||
Item 9
|
Notice of Dissolution of Group:
|
|
Not Applicable
|
||
Item 10
|
Certification:
|
GTH LLC
By: /s/ Lance N. West
Name: Lance N. West
Title: Authorized Signatory
CENTERBRIDGE CAPITAL PARTNERS, L.P.
By: Centerbridge Associates, L.P.,
its General Partner
By: Centerbridge GP Investors, LLC,
its General Partner
By: /s/ Jeffrey H. Aronson
Name: Jeffrey H. Aronson
Title: Authorized Signatory
CENTERBRIDGE CAPITAL PARTNERS STRATEGIC, L.P.
By: Centerbridge Associates, L.P.,
its General Partner
By: Centerbridge GP Investors, LLC,
its General Partner
By: /s/ Jeffrey H. Aronson
Name: Jeffrey H. Aronson
Title: Authorized Signatory
|
CENTERBRIDGE CAPITAL PARTNERS SBS, L.P.
By: Centerbridge Associates, L.P.,
its General Partner
By: Centerbridge GP Investors, LLC,
its General Partner
By: /s/ Jeffrey H. Aronson
Name: Jeffrey H. Aronson
Title: Authorized Signatory
CENTERBRIDGE CAPITAL PARTNERS AIV II, L.P.
By: Centerbridge Associates, L.P.,
its General Partner
By: Centerbridge GP Investors, LLC,
its General Partner
By: /s/ Jeffrey H. Aronson
Name: Jeffrey H. Aronson
Title: Authorized Signatory
CENTERBRIDGE CAPITAL PARNTERS STRATEGIC AIV II, L.P.
By: Centerbridge Associates, L.P.,
its General Partner
By: Centerbridge GP Investors, LLC,
its General Partner
By: /s/ Jeffrey H. Aronson
Name: Jeffrey H. Aronson
Title: Authorized Signatory
|
CENTERBRIDGE CAPITAL PARNTERS AIV V, L.P.
By: Centerbridge Associates, L.P.,
its General Partner
By: Centerbridge GP Investors, LLC,
its General Partner
By: /s/ Jeffrey H. Aronson
Name: Jeffrey Aronson
Title: Authorized Signatory
CENTERBRIDGE CAPITAL PARNTERS STRATEGIC AIV V, L.P.
By: Centerbridge Associates, L.P.,
its General Partner
By: Centerbridge GP Investors, LLC,
its General Partner
By: /s/ Jeffrey H. Aronson
Name: Jeffrey Aronson
Title: Authorized Signatory
CENTERBRIDGE ASSOCIATES, L.P.
By: Centerbridge GP Investors, LLC,
its General Partner
By: /s/ Jeffrey H. Aronson
Name: Jeffrey Aronson
Title: Authorized Signatory
CENTERBRIDGE GP INVESTORS, LLC
By: /s/ Jeffrey H. Aronson
Name: Jeffrey H. Aronson
Title: Authorized Signatory
JEFFREY H. ARONSON
/s/ Jeffrey H. Aronson
MARK T. GALLOGLY
/s/ Mark T. Gallogly
|
GTH LLC
By: /s/ Lance N. West
Name: Lance N. West
Title: Authorized Signatory
CENTERBRIDGE CAPITAL PARTNERS, L.P.
By: Centerbridge Associates, L.P.,
its General Partner
By: Centerbridge GP Investors, LLC,
its General Partner
By: /s/ Jeffrey H. Aronson
Name: Jeffrey H. Aronson
Title: Authorized Signatory
CENTERBRIDGE CAPITAL PARTNERS STRATEGIC, L.P.
By: Centerbridge Associates, L.P.,
its General Partner
By: Centerbridge GP Investors, LLC,
its General Partner
By: /s/ Jeffrey H. Aronson
Name: Jeffrey H. Aronson
Title: Authorized Signatory
|
CENTERBRIDGE CAPITAL PARTNERS SBS, L.P.
By: Centerbridge Associates, L.P.,
its General Partner
By: Centerbridge GP Investors, LLC,
its General Partner
By: /s/ Jeffrey H. Aronson
Name: Jeffrey H. Aronson
Title: Authorized Signatory
CENTERBRIDGE CAPITAL PARTNERS AIV II, L.P.
By: Centerbridge Associates, L.P.,
its General Partner
By: Centerbridge GP Investors, LLC,
its General Partner
By: /s/ Jeffrey H. Aronson
Name: Jeffrey H. Aronson
Title: Authorized Signatory
|
CENTERBRIDGE CAPITAL PARNTERS STRATEGIC AIV II, L.P.
By: Centerbridge Associates, L.P.,
its General Partner
By: Centerbridge GP Investors, LLC,
its General Partner
By: /s/ Jeffrey H. Aronson
Name: Jeffrey H. Aronson
Title: Authorized Signatory
CENTERBRIDGE CAPITAL PARTNERS AIV V, L.P.
By: Centerbridge Associates, L.P.,
its General Partner
By: Centerbridge GP Investors, LLC,
its General Partner
By: /s/ Jeffrey H. Aronson
Name: Jeffrey Aronson
Title: Authorized Signatory
CENTERBRIDGE CAPITAL PARNTERS STRATEGIC AIV V, L.P.
By: Centerbridge Associates, L.P.,
its General Partner
By: Centerbridge GP Investors, LLC,
its General Partner
By: /s/ Jeffrey H. Aronson
Name: Jeffrey Aronson
Title: Authorized Signatory
|
CENTERBRIDGE ASSOCIATES, L.P.
By: Centerbridge GP Investors, LLC,
its General Partner
By: /s/ Jeffrey H. Aronson
Name: Jeffrey Aronson
Title: Authorized Signatory
CENTERBRIDGE GP INVESTORS, LLC
By: /s/ Jeffrey H. Aronson
Name: Jeffrey H. Aronson
Title: Authorized Signatory
JEFFREY H. ARONSON
/s/ Jeffrey H. Aronson
MARK T. GALLOGLY
/s/ Mark T. Gallogly
|