0001193125-11-137588.txt : 20110512 0001193125-11-137588.hdr.sgml : 20110512 20110512160817 ACCESSION NUMBER: 0001193125-11-137588 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110512 DATE AS OF CHANGE: 20110512 GROUP MEMBERS: PROSPECT HARBOR CREDIT PARTNERS, L.P. GROUP MEMBERS: SANKATY CREDIT OPPORTUNITIES (OFFSHORE) IV, L.P. GROUP MEMBERS: SANKATY CREDIT OPPORTUNITIES III, L.P. GROUP MEMBERS: SANKATY CREDIT OPPORTUNITIES IV, L.P. GROUP MEMBERS: SANKATY HIGH INCOME PARTNERSHIP, L.P. GROUP MEMBERS: SANKATY MANAGED ACCOUNT (PSERS), L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JDA SOFTWARE GROUP INC CENTRAL INDEX KEY: 0001006892 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 860787377 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-49467 FILM NUMBER: 11835892 BUSINESS ADDRESS: STREET 1: 14400 N 87TH ST CITY: SCOTTSDALE STATE: AZ ZIP: 85260 BUSINESS PHONE: 4083083000 MAIL ADDRESS: STREET 1: 14400 N 87TH ST CITY: SCOTTSDALE STATE: AZ ZIP: 85260 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sankaty Advisors, LLC CENTRAL INDEX KEY: 0001317947 IRS NUMBER: 043505100 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O BAIN CAPITAL, LLC STREET 2: 111 HUNTINGTON AVENUE CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 617-516-2000 MAIL ADDRESS: STREET 1: C/O BAIN CAPITAL, LLC STREET 2: 111 HUNTINGTON AVENUE CITY: BOSTON STATE: MA ZIP: 02199 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

 

JDA Software Group, Inc.

(Name of Issuer)

 

 

 

Common Stock, $0.01 par value

(Title of Class of Securities)

 

46612K108

(CUSIP Number)

 

May 2, 2011

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

 

*   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).

 

 

 

 

Page 1 of 11 Pages


13G

 

CUSIP No. 46612K108   Page 2 of 11 Pages

 

  1.   

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Sankaty Credit Opportunities III, L.P.

EIN No.: 20-5805141

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  x        (b)  ¨

 

  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

 

    As of May 2, 2011 – 592,571

    As of May 12, 2011 – 610,081

   6.   

SHARED VOTING POWER

 

    0

   7.   

SOLE DISPOSITIVE POWER

 

    As of May 2, 2011 – 592,571

    As of May 12, 2011 – 610,081

   8.   

SHARED DISPOSITIVE POWER

 

    0

  9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    As of May 2, 2011 – 592,571

    As of May 12, 2011 – 610,081

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

    As of May 2, 2011 – 1.40%

    As of May 12, 2011 – 1.44%

12.

 

TYPE OF REPORTING PERSON

 

    PN


13G

 

CUSIP No. 46612K108   Page 3 of 11 Pages

 

  1.   

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Sankaty Credit Opportunities IV, L.P.

EIN No.: 26-1884645

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  x        (b)  ¨

 

  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

 

    As of May 2, 2011 – 453,217

    As of May 12, 2011 – 466,620

   6.   

SHARED VOTING POWER

 

    0

   7.   

SOLE DISPOSITIVE POWER

 

    As of May 2, 2011 – 453,217

    As of May 12, 2011 – 466,620

   8.   

SHARED DISPOSITIVE POWER

 

    0

  9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    As of May 2, 2011 – 453,217

    As of May 12, 2011 – 466,620

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

    As of May 2, 2011 – 1.07%

    As of May 12, 2011 – 1.10%

12.

 

TYPE OF REPORTING PERSON

 

    PN


13G

 

CUSIP No. 46612K108   Page 4 of 11 Pages

 

  13.   

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Sankaty Credit Opportunities (Offshore) IV, L.P.

EIN No.: 98-0574089

  14.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  x        (b)  ¨

 

  15.  

SEC USE ONLY

 

  16.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   17.    

SOLE VOTING POWER

 

    As of May 2, 2011 – 583,891

    As of May 12, 2011 – 601,158

   18.   

SHARED VOTING POWER

 

    0

   19.   

SOLE DISPOSITIVE POWER

 

    As of May 2, 2011 – 583,891

    As of May 12, 2011 – 601,158

   20.   

SHARED DISPOSITIVE POWER

 

    0

  21.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    As of May 2, 2011 – 583,891

    As of May 12, 2011 – 601,158

  22.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨

 

  23.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

    As of May 2, 2011 – 1.38%

    As of May 12, 2011 – 1.42%

  24.

 

TYPE OF REPORTING PERSON

 

    PN


13G

 

CUSIP No. 46612K108   Page 5 of 11 Pages

 

25.   

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Sankaty Managed Account (PSERS), L.P.

EIN No.: 26-4768343

26.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  x        (b)  ¨

 

27.  

SEC USE ONLY

 

28.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   29.    

SOLE VOTING POWER

 

    As of May 2, 2011 – 59,944

    As of May 12, 2011 – 61,214

   30.   

SHARED VOTING POWER

 

    0

   31.   

SOLE DISPOSITIVE POWER

 

    As of May 2, 2011 – 59,944

    As of May 12, 2011 – 61,214

   32.   

SHARED DISPOSITIVE POWER

 

    0

33.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    As of May 2, 2011 – 59,944

    As of May 12, 2011 – 61,214

34.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨

 

35.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

    As of May 2, 2011 – 0.14%

    As of May 12, 2011 – 0.14%

36.

 

TYPE OF REPORTING PERSON

 

    PN


13G

 

CUSIP No. 46612K108   Page 6 of 11 Pages

 

37.   

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Sankaty Advisors, LLC*

EIN No.: 04-3505100

38.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  x        (b)  ¨

 

39.  

SEC USE ONLY

 

40.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   41.    

SOLE VOTING POWER

 

    As of May 2, 2011 – 177,891

    As of May 12, 2011 – 182,971

   42.   

SHARED VOTING POWER

 

    0

   43.   

SOLE DISPOSITIVE POWER

 

    As of May 2, 2011 – 177,891

    As of May 12, 2011 – 182,971

   44.   

SHARED DISPOSITIVE POWER

 

    0

45.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    As of May 2, 2011 – 177,891

    As of May 12, 2011 – 182,971

46.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨

 

47.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

    As of May 2, 2011 – 0.42%

    As of May 12, 2011 – 0.43%

48.

 

TYPE OF REPORTING PERSON

 

    PN

 

* Sankaty Advisors, LLC has entered into an Investment Management Agreement with a managed account client pursuant to which it has authority to acquire, dispose of, and vote securities on behalf of such client. Sankaty Advisors, LLC disclaims beneficial ownership of the shares beneficially owned by such client.


13G

 

CUSIP No. 46612K108   Page 7 of 11 Pages

 

49.   

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Prospect Harbor Credit Partners, L.P.

EIN No.: 20-0606486

50.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  x        (b)  ¨

 

51.  

SEC USE ONLY

 

52.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   53.    

SOLE VOTING POWER

 

    As of May 2, 2011 – 236,675

    As of May 12, 2011 – 244,025

   54.   

SHARED VOTING POWER

 

    0

   55.   

SOLE DISPOSITIVE POWER

 

    As of May 2, 2011 – 236,675

    As of May 12, 2011 – 244,025

   56.   

SHARED DISPOSITIVE POWER

 

    0

57.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    As of May 2, 2011 – 236,675

    As of May 12, 2011 – 244,025

58.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨

 

59.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

    As of May 2, 2011 – 0.56%

    As of May 12, 2011 – 0.58%

60.

 

TYPE OF REPORTING PERSON

 

    PN


13G

 

CUSIP No. 46612K108   Page 8 of 11 Pages

 

61.   

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Sankaty High Income Partnership, L.P.

EIN No.: 27-5104732

62.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  x        (b)  ¨

 

63.  

SEC USE ONLY

 

64.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   65.    

SOLE VOTING POWER

 

    As of May 2, 2011 – 15,611

    As of May 12, 2011 – 30,731

   66.   

SHARED VOTING POWER

 

    0

   67.   

SOLE DISPOSITIVE POWER

 

    As of May 2, 2011 – 15,611

    As of May 12, 2011 – 30,731

   68.   

SHARED DISPOSITIVE POWER

 

    0

69.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    As of May 2, 2011 – 15,611

    As of May 12, 2011 – 30,731

70.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨

 

71.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

    As of May 2, 2011 – 0.04%

    As of May 12, 2011 – 0.07%

72.

 

TYPE OF REPORTING PERSON

 

    PN


Item 1  

(a).

   Name of Issuer      
    

The name of the issuer to which this filing on Schedule 13G relates is JDA Software Group Inc. (the “Company”).

     
Item 1  

(b).

   Address of Issuer’s Principal Executive Offices      
    

The principal executive offices of the Company are located at 14400 North 87th Street, Scottsdale, Arizona, 85260.

     
Item 2  

(a).

   Name of Person Filing      
    

This statement is being filed on behalf of Sankaty Credit Opportunities III, L.P., a Delaware limited partnership (“COPS III”), Sankaty Credit Opportunities IV, L.P., a Delaware limited partnership (“COPS IV”), Sankaty Credit Opportunities (Offshore) IV, L.P., a Cayman Island exempted limited partnership (“COPS IV Offshore”), Sankaty Managed Account (PSERS), L.P., a Delaware limited partnership (“PSERS”), Sankaty Advisors, LLC, a Delaware limited liability company (“Sankaty Advisors”) in its capacity as the investment manager for a managed account client over which it has discretionary authority to acquire, dispose of, and vote securities, Prospect Harbor Credit Partners, L.P., a Delaware limited partnership (“PRO”), and Sankaty High Income Partnership, L.P., a Delaware limited partnership (“SHIP”).

     
    

Sankaty Credit Opportunities Investors III, LLC (“COPS III Investors”), a Delaware limited liability company, is the general partner of COPS III. Sankaty Credit Member, LLC, a Delaware limited liability company (“SCM”), is the managing member of COPS III investors. Sankaty Credit Opportunities Investors IV, LLC (“COPS IV Investors”), a Delaware limited liability company, is the general partner of COPS IV. SCM is the managing member of COPS IV Investors. Sankaty Credit Opportunities Investors (offshore) IV, L.P., a Cayman Islands Exempted Limited Partnership (“SCM Offshore Investors), is the general partner of COPS IV Offshore. Sankaty Credit Member (Offshore), Ltd., a Cayman Islands Exempted Limited Partnership (“SCM Offshore Ltd.), is the general partner of COPS IV Offshore Investors. Sankaty Managed Account Investors, LLC, a Delaware Limited Liability Company “SMAI” is the general partner of PSERS. SCM is the managing member of SMAI. Prospect Harbor Investors, LLC, a Delaware limited liability company (“PRO Investors”) is the general partner of PRO. SCM is the sole member of PRO Investors. Sankaty High Income Investors, L.P., a Delaware limited partnership (“SHII”) is the general partner of SHIP. SCM is the general partner of SHII. Mr. Jonathan Lavine is the managing member of each and SCM and SCM Offshore Ltd. Sankaty Advisors has entered into an Investment Management Agreement with a managed account client pursuant to which it has authority to acquire, dispose of, and vote securities on behalf of such client. Sankaty Advisors disclaims beneficial ownership of the shares beneficially owned by such client.

     
    

The Reporting Persons have entered into a Joint Filing Agreement, dated May 12, 2011, a copy of which is filed with this Schedule 13G as Exhibit A, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.

     
Item 2  

(b).

   Address of Principal Business Office or, if none, Residence      
    

The principal business address of COPS III, COPS IV and COPS IV Offshore, PSERS, Sankaty Advisors, PRO and SHIP, is 111 Huntington Avenue, Boston, Massachusetts 02199.

     
Item 2  

(c).

   Citizenship      
    

COPS III, COPS IV, PSERS, Sankaty Advisors, PRO, and SHIP are organized under the laws of the State of Delaware. COPS IV Offshore is organized under the laws of the Cayman Islands. Mr. Jonathan S. Lavine is a citizen of the United States of America.

     
Item 2  

(d).

   Title of Class of Securities      
    

The class of equity securities of the Company to which this filing on Schedule 13G relates is Common Stock (“Common Stock”) $0.01 par value.

     
Item 2  

(e).

   CUSIP Number      
    

The CUSIP number of the Company’s Common Stock is 46612K108.

     
Item 3.   If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable.   
  (a)    ¨    Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
  (b)    ¨    Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c).
  (c)    ¨    Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
  (d)    ¨    Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
  (e)    ¨    An investment adviser in accordance with §13d-1(b)(1)(ii)(E).
  (f)    ¨    An employee benefit plan or endowment fund in accordance with §240.13d 1(b)(1)(ii)(F).
  (g)    ¨    A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
  (h)    ¨    A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
  (i)    ¨    A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
  (j)    ¨    Group, in accordance with §240.13d-1(b)(1)(ii)(J).
     x    If this statement is filed pursuant to §240.13d-1(c), check this box.


Item 4.    Ownership      
Item 4    (a).    Amount beneficially owned      
     

As of the close of business on May 2, 2011, COPS III owned 592,571 shares of Common Stock of the Company, COPS IV owned 453,217 shares of Common Stock of the Company, COPS IV Offshore owned 583,891 shares of Common Stock of the Company, PSERS owned 59,944 shares of Common Stock of the Company, Sankaty Advisors had discretionary authority to acquire, dispose of and vote 177,891 shares of Common Stock of the Company, PRO owned 236,675 shares of Common Stock of the Company, and SHIP owned 15,611 shares of Common Stock of the Company. As of the close of business on May 12, 2011, COPS III owned 610,081 shares of Common Stock of the Company, COPS IV owned 466,620 shares of Common Stock of the Company, COPS IV Offshore owned 601,158 shares of Common Stock of the Company, PSERS owned 61,214 shares of Common Stock of the Company, Sankaty Advisors had discretionary authority to acquire, dispose of and vote 182,971 shares of Common Stock of the Company, PRO owned 244,025 shares of Common Stock of the Company, and SHIP owned 30,731 shares of Common Stock of the Company.

     
     

No person other than the respective owner referred to herein of the shares of Common Stock of the Company 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 such shares of Common Stock of the Company.

     
Item 4    (b).    Percent of Class            
     

As of the close of business on May 2, 2011, COPS III owned 1.40% of the Common Stock of the Company, COPS IV owned 1.07% of the Common Stock of the Company, COPS IV Offshore owned 1.38% of the Common Stock of the Company, PSERS owned 0.14% of the Common Stock of the Company, Sankaty Advisors had discretionary authority to acquire, dispose of and vote 0.42% of the Common Stock of the Company, PRO owned 0.56% of the Common Stock of the Company, and SHIP owned 0.04% of the Common Stock of the Company.

     
     

Together, as of the close of business on May 12, 2011, COPS III and COPS IV, COPS IV Offshore, PSERS, Sankaty Advisors, PRO and SHIP owned or had discretionary authority to acquire, dispose of and vote 5.19% of the Common Stock outstanding of the Company. The aggregate percentage of Common Stock reported owned by COPS III, COPS IV, COPS IV Offshore, Sankaty Advisors, PRO and SHIP is based upon 42,309,303 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of May 3, 2011, based on representations made in the Company’s Form 10-Q for the quarter ending March 31, 2011, filed with the Securities and Exchange Commission on May 10, 2011.

     
Item 4    (c).    Number of shares as to which such person has:   
      (i)    sole power to vote or to direct the vote:      
         COPS III      610,081            
         COPS IV      466,620            
         COPS IV OFF      601,158            
         PSERS      61,214            
         Sankaty Advisors      182,971            
         PRO      244,025            
         SHIP      30,731            
      (ii)    shared power to vote or to direct the vote:      
         0      
      (iii)    sole power to dispose or to direct the disposition of:      
         COPS III      610,081            
         COPS IV      466,620            
         COPS IV OFF      601,158            
         PSERS      61,214            
         Sankaty Advisors      182,971            
         PRO      244,025            
         SHIP      30,731            
      (iv)    shared power to dispose or to direct the disposition of:      
         0      
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.

  
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      
  

By signing below, the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

     

Dated: May 12, 2011

 

SANKATY CREDIT OPPORTUNITIES III, L.P.
By:   Sankaty Credit Opportunities Investors, LLC, its general partner
By:   Sankaty Credit Member, LLC, its managing member
By:  

/s/ Jonathan S. Lavine

  Name:   Jonathan S. Lavine
  Title:   Managing Member
SANKATY CREDIT OPPORTUNITIES IV, L.P.
By:   Sankaty Credit Opportunities Investors, LLC, its general partner
By:   Sankaty Credit Member, LLC, its managing member
By:  

/s/ Jonathan S. Lavine

  Name:   Jonathan S. Lavine
  Title:   Managing Member
SANKATY CREDIT OPPORTUNITIES (OFFSHORE) IV, L.P.
By:   Sankaty Credit Opportunities Investors (Offshore) IV, L.P., its general partner.
By:   Sankaty Credit Member (Offshore), Ltd., its general partner
By:  

/s/ Jonathan S. Lavine

  Name:   Jonathan S. Lavine
  Title:   Managing Member
SANKATY MANAGED ACCOUNT (PSERS), L.P.
By:   Sankaty Managed Account Investors, LLC, its general partner
By:   Sankaty Credit Member, LLC, its managing member
By:  

/s/ Jonathan S. Lavine

  Name:   Jonathan S. Lavine
  Title:   Managing Member
SANKATY ADVISORS, LLC
as power-of-attorney for a managed account client
By:  

/s/ Jonathan S. Lavine

  Name:   Jonathan S. Lavine
  Title:   Managing Member
PROSPECT HARBOR CREDIT PARTNERS, L.P.
By:   Prospect Harbor investors, LLC, its general partner
By:   Sankaty Credit Member, LLC, its managing member
By:  

/s/ Jonathan S. Lavine

  Name:   Jonathan S. Lavine
  Title:   Managing Member
SANKATY HIGH INCOME PARTNERSHIP, L.P.
By:   Sankaty High Income Investors, L.P., its general partner
By:   Sankaty Credit Member, its general partner
By:  

/s/ Jonathan S. Lavine

  Name:   Jonathan S. Lavine
  Title:   Managing Member


Exhibit A

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree as follows:

 

  (1) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and

 

  (2) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of such information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making this filing, unless such person knows or has reason to believe that such information is inaccurate.

Dated: May 12, 2011

 

SANKATY CREDIT OPPORTUNITIES III, L.P.
By:   Sankaty Credit Opportunities Investors, LLC, its general partner
By:   Sankaty Credit Member, LLC, its managing member
By:  

/s/ Jonathan S. Lavine

  Name:   Jonathan S. Lavine
  Title:   Managing Member
SANKATY CREDIT OPPORTUNITIES IV, L.P.
By:   Sankaty Credit Opportunities Investors, LLC, its general partner
By:   Sankaty Credit Member, LLC, its managing member
By:  

/s/ Jonathan S. Lavine

  Name:   Jonathan S. Lavine
  Title:   Managing Member
SANKATY CREDIT OPPORTUNITIES (OFFSHORE) IV, L.P.
By:   Sankaty Credit Opportunities Investors (Offshore) IV, L.P., its general partner.
By:   Sankaty Credit Member (Offshore), Ltd., its general partner
By:  

/s/ Jonathan S. Lavine

  Name:   Jonathan S. Lavine
  Title:   Managing Member
SANKATY MANAGED ACCOUNT (PSERS), L.P.
By:   Sankaty Managed Account Investors, LLC, its general partner
By:   Sankaty Credit Member, LLC, its managing member
By:  

/s/ Jonathan S. Lavine

  Name:   Jonathan S. Lavine
  Title:   Managing Member
SANKATY ADVISORS, LLC
as power-of-attorney for a managed account client
By:  

/s/ Jonathan S. Lavine

  Name:   Jonathan S. Lavine
  Title:   Managing Member
PROSPECT HARBOR CREDIT PARTNERS, L.P.
By:   Prospect Harbor investors, LLC, its general partner
By:   Sankaty Credit Member, LLC, its managing member
By:  

/s/ Jonathan S. Lavine

  Name:   Jonathan S. Lavine
  Title:   Managing Member
SANKATY HIGH INCOME PARTNERSHIP, L.P.
By:   Sankaty High Income Investors, L.P., its general partner
By:   Sankaty Credit Member, its general partner
By:  

/s/ Jonathan S. Lavine

  Name:   Jonathan S. Lavine
  Title:   Managing Member