0000902664-16-008996.txt : 20161206 0000902664-16-008996.hdr.sgml : 20161206 20161205184949 ACCESSION NUMBER: 0000902664-16-008996 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20161206 DATE AS OF CHANGE: 20161205 GROUP MEMBERS: CCP II CAYMAN GP LTD. GROUP MEMBERS: CENTERBRIDGE ASSOCIATES II (CAYMAN), L.P. GROUP MEMBERS: CENTERBRIDGE CAPITAL PARTNERS II (CAYMAN), L.P. GROUP MEMBERS: CENTERBRIDGE CAPITAL PARTNERS SBS II (CAYMAN), L.P. GROUP MEMBERS: CENTERBRIDGE CREDIT CAYMAN GP LTD. GROUP MEMBERS: CENTERBRIDGE CREDIT PARTNERS GENERAL PARTNER, L.P. GROUP MEMBERS: CENTERBRIDGE CREDIT PARTNERS MASTER, L.P. GROUP MEMBERS: CENTERBRIDGE CREDIT PARTNERS OFFSHORE GENERAL PARTNER, L.P. GROUP MEMBERS: CENTERBRIDGE SPECIAL CREDIT PARTNERS GENERAL PARTNER II (CAY GROUP MEMBERS: CENTERBRIDGE SPECIAL CREDIT PARTNERS GENERAL PARTNER II, L.P GROUP MEMBERS: CENTERBRIDGE SPECIAL CREDIT PARTNERS II AIV IV (CAYMAN), L.P GROUP MEMBERS: CENTERBRIDGE SPECIAL CREDIT PARTNERS II, L.P. GROUP MEMBERS: CSCP II CAYMAN GP LTD. GROUP MEMBERS: JEFFREY H. ARONSON GROUP MEMBERS: MARK T. GALLOGLY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENCO SHIPPING & TRADING LTD CENTRAL INDEX KEY: 0001326200 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 STATE OF INCORPORATION: 1T FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81128 FILM NUMBER: 162034901 BUSINESS ADDRESS: STREET 1: 299 PARK AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10171 BUSINESS PHONE: (646) 443-8550 MAIL ADDRESS: STREET 1: 299 PARK AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10171 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Centerbridge Credit Partners, L.P. CENTRAL INDEX KEY: 0001422713 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 375 PARK AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 212-672-5080 MAIL ADDRESS: STREET 1: 375 PARK AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10152 FORMER COMPANY: FORMER CONFORMED NAME: CENTERBRIDGE CREDIT PARTNERS LP DATE OF NAME CHANGE: 20080103 SC 13D/A 1 p16-2249sc13da.htm GENCO SHIPPING & TRADING LIMITED

 

   SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
 

Genco Shipping & Trading Limited

(Name of Issuer)
 

Common Stock, $0.01 Par Value

(Title of Class of Securities)
 

Y2685T115

(CUSIP Number)
 
Susanne V. Clark

c/o Centerbridge Partners, L.P.

375 Park Avenue

New York, NY 10152

(212) 672-5000

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

November 16, 2016

(Date of Event Which Requires Filing of This Statement)
 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨

 

(Page 1 of 19 Pages)

______________________________

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

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. Y2685T115 SCHEDULE 13D/APage 2 of 19 Pages

 

 

1

NAME OF REPORTING PERSON

Centerbridge Credit Partners, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

1,465,230 (including  1,144,768 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock)

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

1,465,230 (including  1,144,768 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,465,230 (including  1,144,768 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock)

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.26%

14

TYPE OF REPORTING PERSON

PN

           

 

CUSIP No. Y2685T115 SCHEDULE 13D/APage 3 of 19 Pages

 

 

 

1

NAME OF REPORTING PERSON

Centerbridge Credit Partners General Partner, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

1,465,230 (including  1,144,768 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock)

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

1,465,230 (including  1,144,768 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,465,230 (including  1,144,768 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock)

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.26%

14

TYPE OF REPORTING PERSON

PN

           

 

CUSIP No. Y2685T115 SCHEDULE 13D/APage 4 of 19 Pages

 

 

 

1

NAME OF REPORTING PERSON

Centerbridge Credit Cayman GP Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

4,125,576 (including 3,223,261 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock)

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

4,125,576 (including 3,223,261 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,125,576 (including 3,223,261 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock)

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

11.99%

14

TYPE OF REPORTING PERSON

CO

             

 

 

CUSIP No. Y2685T115 SCHEDULE 13D/APage 5 of 19 Pages

 

 

 

1

NAME OF REPORTING PERSON

Centerbridge Credit Partners Master, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

2,660,346 (including  2,078,493 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock)

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

2,660,346 (including  2,078,493 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,660,346 (including  2,078,493 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock)

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.73%

14

TYPE OF REPORTING PERSON

PN

             

 

CUSIP No. Y2685T115 SCHEDULE 13D/APage 6 of 19 Pages

 

 

 

1

NAME OF REPORTING PERSON

Centerbridge Credit Partners Offshore General Partner, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

2,660,346 (including  2,078,493 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock)

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

2,660,346 (including  2,078,493 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

22,660,346 (including  2,078,493 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock)

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.73%

14

TYPE OF REPORTING PERSON

PN

             

 

CUSIP No. Y2685T115 SCHEDULE 13D/APage 7 of 19 Pages

 

 

 

1

NAME OF REPORTING PERSON

Centerbridge Capital Partners II (Cayman), L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

4,810,328 (including  3,758,248 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock)

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

4,810,328 (including  3,758,248 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,810,328 (including  3,758,248 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock)

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

13.98%

14

TYPE OF REPORTING PERSON

PN

             

 

CUSIP No. Y2685T115 SCHEDULE 13D/APage 8 of 19 Pages

 

 

 

1

NAME OF REPORTING PERSON

Centerbridge Capital Partners SBS II (Cayman), L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

35,214 (including  27,514 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock)

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

35,214 (including  27,514 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

35,214 (including  27,514 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock)

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.10%

14

TYPE OF REPORTING PERSON

PN

             

 

 

CUSIP No. Y2685T115 SCHEDULE 13D/APage 9 of 19 Pages

 

 

 

1

NAME OF REPORTING PERSON

Centerbridge Associates II (Cayman), L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

4,810,328 (including  3,758,248 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock)

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

4,810,328 (including  3,758,248 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,810,328 (including  3,758,248 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock)

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

13.98%

14

TYPE OF REPORTING PERSON

PN

             

 

CUSIP No. Y2685T115 SCHEDULE 13D/APage 10 of 19 Pages

 

 

 

1

NAME OF REPORTING PERSON

CCP II Cayman GP Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

4,845,542 (including 3,785,762 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock)

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

4,845,542 (including 3,785,762 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,845,542 (including 3,785,762 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock)

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

14.08%

14

TYPE OF REPORTING PERSON

CO

             

 

CUSIP No. Y2685T115 SCHEDULE 13D/APage 11 of 19 Pages

 

 

 

1

NAME OF REPORTING PERSON

Centerbridge Special Credit Partners II AIV IV (Cayman), L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

1,193,731 (including  932,647 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock)

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

1,193,731 (including  932,647 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,193,731 (including  932,647 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock)

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.47%

14

TYPE OF REPORTING PERSON

PN

             

 

CUSIP No. Y2685T115 SCHEDULE 13D/APage 12 of 19 Pages

 

 

 

1

NAME OF REPORTING PERSON

Centerbridge Special Credit Partners General Partner II (Cayman), L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

1,193,731 (including  932,647 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock)

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

1,193,731 (including  932,647 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,193,731 (including  932,647 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock)

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.47%

14

TYPE OF REPORTING PERSON

PN

             

 

CUSIP No. Y2685T115 SCHEDULE 13D/APage 13 of 19 Pages

 

 

 

1

NAME OF REPORTING PERSON

Centerbridge Special Credit Partners II, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

242,235 (including  189,258 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock)

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

242,235 (including  189,258 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

242,235 (including  189,258 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock)

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.70%

14

TYPE OF REPORTING PERSON

PN

             


 

CUSIP No. Y2685T115 SCHEDULE 13D/APage 14 of 19 Pages

 

 

1

NAME OF REPORTING PERSON

Centerbridge Special Credit Partners General Partner II, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

242,235 (including  189,258 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock)

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

242,235 (including  189,258 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

242,235 (including  189,258 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock)

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.70%

14

TYPE OF REPORTING PERSON

PN

             


 

CUSIP No. Y2685T115 SCHEDULE 13D/APage 15 of 19 Pages

 

 

1

NAME OF REPORTING PERSON

CSCP II Cayman GP Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

1,435,966 (including  1,121,905 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock)

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

1,435,966 (including  1,121,905 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,435,966 (including  1,121,905 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock)

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.17%

14

TYPE OF REPORTING PERSON

CO

             

 

CUSIP No. Y2685T115 SCHEDULE 13D/APage 16 of 19 Pages

 

 

 

1

NAME OF REPORTING PERSON

Mark T. Gallogly

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

10,407,084 (including 8,130,928 shares of Series A Preferred Stock convertible into Common Stock)

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

10,407,084 (including 8,130,928 shares of Series A Preferred Stock convertible into Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,407,084 (including 8,130,928 shares of Series A Preferred Stock convertible into Common Stock)

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

30.24%

14

TYPE OF REPORTING PERSON

IN

             

 

CUSIP No. Y2685T115 SCHEDULE 13D/APage 17 of 19 Pages

 

 

 

1

NAME OF REPORTING PERSON

Jeffrey H. Aronson

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

10,407,084 (including 8,130,928 shares of Series A Preferred Stock convertible into Common Stock)

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

10,407,084 (including 8,130,928 shares of Series A Preferred Stock convertible into Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,407,084 (including 8,130,928 shares of Series A Preferred Stock convertible into Common Stock)

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

30.24%

14

TYPE OF REPORTING PERSON

IN

             

 

CUSIP No. Y2685T115 SCHEDULE 13D/APage 18 of 19 Pages

 

 

This Amendment No. 8 ("Amendment No. 8") amends and supplements the statement on Schedule 13D (the "Original Schedule 13D") filed with the Securities and Exchange Commission (the "SEC") on July 21, 2014, as amended by Amendment No. 1 ("Amendment No. 1") filed with the SEC on July 23, 2015, Amendment No. 2 ("Amendment No. 2") filed with the SEC on September 17, 2015, Amendment No. 3 ("Amendment No.3") filed with the SEC on May 11, 2016, Amendment No.4 ("Amendment No. 4") filed with the SEC on June 10, 2016, and Amendment No. 5 ("Amendment No. 5") filed with the SEC on July 1, 2016, Amendment No. 6 ("Amendment No. 6") filed with the SEC on October 11, 2016 and Amendment No. 7 ("Amendment No. 7") filed with the SEC on October 31, 2016 (the Original Schedule 13D as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7 and this Amendment No. 8, the "Schedule 13D"), with respect to the shares of common stock, par value $0.01 per share (the "Common Stock") and the Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), of Genco Shipping & Trading Limited, a corporation organized under the laws of the Republic of the Marshall Islands (the "Issuer"). This Amendment No. 8 amends Items 3, 4 and 5 as set forth below.

 

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
   
  Item 3 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
   
  The Reporting Persons were issued an aggregate of 500,000 shares of Series A Preferred in consideration for their Backstop Commitment (as defined in Item 4).

 

Item 4. PURPOSE OF TRANSACTION
   
  Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
   
  Pursuant to the Stock Purchase Agreement (as defined in Amendment No. 6), the Reporting Persons were issued an aggregate of 500,000 shares of Series A Preferred Stock in consideration for their agreement to provide a backstop commitment, as described in Amendment No. 6 (the "Backstop Commitment").

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER
   
  Items 5(a)-(c) of the Schedule 13D is hereby amended and restated as follows:
   
 

(a) – (b) The percentages of Common Stock reported herein are based on 7,354,449 shares of Common Stock outstanding as of November 28, 2016, as reported in the Issuer's Preliminary Proxy Statement on Schedule 14A filed with the SEC on November 16, 2016 and assumes the conversion of all shares of Series A Preferred Stock.

 

The information required by Items 5(a) – (b) is set forth in rows 7 – 13 of the cover page for each of the Reporting Persons and is incorporated herein by reference.

 

The shares of Common Stock issuable upon conversion of the Series A Preferred Stock have been included by the Reporting Persons in their beneficial ownership voluntarily at this time even though the issuance of the Series A Preferred Stock is subject to contingencies as more fully described in Item 4.

   
  (c) The Reporting Persons' response to Item 4 is incorporated by reference into this Item 5(c).

  

 

 

CUSIP No. Y2685T115 SCHEDULE 13D/APage 19 of 19 Pages

 

 

SIGNATURES

 

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

Date: December 5, 2016

 

 

CENTERBRIDGE CREDIT PARTNERS, L.P.

 

  By: Centerbridge Credit Partners General Partner, L.P., its general partner
  By: Centerbridge Credit Cayman GP Ltd., its general partner
 

 

/s/ Jeffrey H. Aronson

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

CENTERBRIDGE CREDIT PARTNERS GENERAL PARTNER, L.P.

By: Centerbridge Credit Cayman GP Ltd., its general partner

/s/ Jeffrey H. Aronson

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

Centerbridge Credit Cayman GP Ltd.

 

/s/ Jeffrey H. Aronson

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

CENTERBRIDGE CREDIT PARTNERS MASTER, L.P.

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

By: Centerbridge Credit Cayman GP Ltd., its general partner

/s/ Jeffrey H. Aronson

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

 

 

 

CENTERBRIDGE CREDIT PARTNERS OFFSHORE GENERAL PARTNER, L.P.

By: Centerbridge Credit Cayman GP Ltd., its general

partner

/s/ Jeffrey H. Aronson

Name: Jeffrey H. Aronson

Title: Authorized Signatory

   

 

 

 

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

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

its general partner

By: CCP II Cayman GP Ltd., its

general partner

By: Centerbridge GP Investors II, LLC, its

director

/s/ Jeffrey H. Aronson

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

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

 By: CCP II Cayman GP Ltd., its

general partner

By: Centerbridge GP Investors II, LLC, its

director

/s/ Jeffrey H. Aronson

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

CENTERBRIDGE ASSOCIATES II (CAYMAN), L.P.

By: CCP II Cayman GP Ltd., its

general partner

By: Centerbridge GP Investors II, LLC, its

director

/s/ Jeffrey H. Aronson

Name: Jeffrey H. Aronson

Title: Authorized Signatory

  

 

 

 

 

CCP II CAYMAN GP LTD.

By: Centerbridge GP Investors II, LLC, its

director

/s/ Jeffrey H. Aronson

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

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

By: Centerbridge Special Credit Partners General

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

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

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

director

/s/ Jeffrey H. Aronson

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

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

 

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

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

director

/s/ Jeffrey H. Aronson

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

CSCP II CAYMAN GP LTD.

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

director

/s/ Jeffrey H. Aronson

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

 

 

 

CENTERBRIDGE SPECIAL CREDIT PARTNERS II, L.P.

 

By: Centerbridge Special Credit Partners

General Partner II, L.P.,

its general partner

 

By: CSCP II Cayman GP Ltd., its

general partner

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

director

 

/s/ Jeffrey H. Aronson

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

CENTERBRIDGE SPECIAL CREDIT PARTNERS

GENERAL PARTNER II, L.P.

 

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

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

director

 

/s/ Jeffrey H. Aronson

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

MARK T. GALLOGLY

/s/ Mark T. Gallogly

 

Jeffrey H. Aronson

/s/ Jeffrey H. Aronson