☒
|
Rule 13d-1(b)
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☐ |
Rule 13d-1(c)
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☐ |
Rule 13d-1(d)
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13G
|
|
Common Shares: BROIBRACNOR1 Preferred Shares: BROIBRACNPR8
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Page 2 of 8 Pages
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1
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NAMES OF REPORTING PERSONS
|
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|
||
Solus Alternative Asset Management LP
|
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|||
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||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a) ☐
|
|||||
(b) ☒
|
|
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3
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SEC USE ONLY
|
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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|||
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
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SOLE VOTING POWER
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N/A
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|
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|||
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||||
6
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SHARED VOTING POWER
|
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|
||
371,261,320 Common Shares1
14,133,586 Preferred Shares2
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|
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|||
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||||
7
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SOLE DISPOSITIVE POWER
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||
N/A
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|||
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||||
8
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SHARED DISPOSITIVE POWER
|
|
|
||
371,261,320 Common Shares1
14,133,586 Preferred Shares2
|
|
|
|||
|
|
||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
371,261,320 Common Shares1
14,133,586 Preferred Shares2
|
|
|
|||
|
|
||||
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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||
☐
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|||
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||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
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||
6.40% of Common Shares1
8.96% of Preferred Shares2
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|
|
|||
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|
||||
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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||
IA
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|||
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13G
|
|
Common Shares: BROIBRACNOR1 Preferred Shares: BROIBRACNPR8
|
Page 3 of 8 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Solus GP LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a) ☐
|
|||||
(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
|
|
|
|
N/A
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
371,261,320 Common Shares1
14,133,586 Preferred Shares2
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
N/A
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
371,261,320 Common Shares1
14,133,586 Preferred Shares2
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
371,261,320 Common Shares1
14,133,586 Preferred Shares2
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
6.40 % of Common Shares1
8.96 % of Preferred Shares2
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
13G
|
|
Common Shares: BROIBRACNOR1 Preferred Shares: BROIBRACNPR8
|
Page 4 of 8 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Christopher Pucillo
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a) ☐
|
|||||
(b) ☒
|
|
|
|||
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
|
|
|
|
N/A
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
371,261,320 Common Shares1
14,133,586 Preferred Shares2
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
N/A
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
371,261,320 Common Shares1
14,133,586 Preferred Shares2
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
371,261,320 Common Shares1
14,133,586 Preferred Shares2
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
6.40 % of Common Shares1
8.96 % of Preferred Shares2
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
13G
|
|
Common Shares: BROIBRACNOR1 Preferred Shares: BROIBRACNPR8
|
Page 5 of 8 Pages
|
Item 1(a).
|
Name of Issuer:
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
Item 2(a).
|
Name of Person Filing:
|
(i)
|
Solus Alternative Asset Management LP, a Delaware limited partnership registered with the Securities and Exchange Commission (the “SEC”), which serves as the investment manager (the
“Investment Manager” or “Solus”) to certain investment funds and/or accounts (the “Funds”), with respect to the Common Shares and the Preferred Shares (each as defined in Item 2(d) below) held by the Funds;
|
(ii) |
Solus GP LLC, a Delaware limited liability company (the “GP”), which serves as the general partner to the Investment Manager, with respect to the Common Shares and the Preferred Shares held by
the Funds; and
|
(iii) |
Mr. Christopher Pucillo (“Mr. Pucillo”), a United States citizen, who serves as the managing member to the GP with respect to the Common Shares and the Preferred Shares held by the Funds.
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence:
|
Item 2(c).
|
Citizenship:
|
(i) |
Investment Manager: Delaware;
|
(ii) |
GP: Delaware; and
|
(iii) |
Mr. Pucillo: United States of America.
|
Item 2(d).
|
Title of Class of Securities:
|
Item 2(e).
|
CUSIP Number:
|
Item 3.
|
If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
|
(a) |
☐ | Broker or dealer registered under Section 15 of the Act, |
(b) |
☐ | Bank as defined in Section 3(a)(6) of the Act, |
13G
|
|
Common Shares: BROIBRACNOR1 Preferred Shares: BROIBRACNPR8
|
Page 6 of 8 Pages
|
(c) |
☐ | Insurance Company as defined in Section 3(a)(19) of the Act, |
(d) |
☐ | Investment Company registered under Section 8 of the Investment Company Act of 1940, |
(e) |
☒ | Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E), |
(f) |
☐ | Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F), |
(g) |
☒ | Parent Holding Company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G), |
(h) |
☐ | Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act, |
(i) |
☐ | Church Plan that is excluded from the definition of an investment company under Section 3(c) (14) of the Investment Company Act of 1940, |
(j) |
☐ | Non-U.S. institution in accordance with Rule 13d- 1(b)(1)(ii)(J); |
(k) |
☐ | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
Item 4.
|
Ownership.
|
(a)
|
Amount beneficially owned: 371,261,320 Common Shares and 14,133,586 Preferred Shares
|
(b) |
Percent of class: 6.40% of Common Shares and 8.96% of Preferred Shares
|
(c) |
(i)
|
Sole power to vote or direct the vote: N/A
|
(ii) |
Shared power to vote or direct the vote: 371,261,320 Common Shares and 14,133,586 Preferred Shares
|
(iii) |
Sole power to dispose or direct the disposition: N/A
|
(iv) |
Shared power to dispose or direct the disposition: 371,261,320 Common Shares and 14,133,586 Preferred Shares
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
13G
|
|
Common Shares: BROIBRACNOR1 Preferred Shares: BROIBRACNPR8
|
Page 7 of 8 Pages
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Item 9.
|
Notice of Dissolution of Group.
|
Item 10.
|
Certification.
|
Date: February 14, 2020
|
||
By:
|
/s/ Christopher Pucillo | |
Christopher Pucillo
|
||
individually and as managing member of
|
||
Solus GP LLC
|
||
for itself and as the general partner of
|
||
Solus Alternative Asset Management LP
|