0000902664-18-000198.txt : 20180112 0000902664-18-000198.hdr.sgml : 20180112 20180112162932 ACCESSION NUMBER: 0000902664-18-000198 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180112 DATE AS OF CHANGE: 20180112 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Midstates Petroleum Company, Inc. CENTRAL INDEX KEY: 0001533924 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 453691816 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86827 FILM NUMBER: 18526255 BUSINESS ADDRESS: STREET 1: 321 SOUTH BOSTON STREET 2: SUITE 1000 CITY: TULSA STATE: OK ZIP: 74103 BUSINESS PHONE: (918) 974-8550 MAIL ADDRESS: STREET 1: 321 SOUTH BOSTON STREET 2: SUITE 1000 CITY: TULSA STATE: OK ZIP: 74103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Centerbridge Credit Partners Master AIV IV, L.P. CENTRAL INDEX KEY: 0001719907 IRS NUMBER: 822954601 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 375 PARK AVENUE, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 212-672-5000 MAIL ADDRESS: STREET 1: 375 PARK AVENUE, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10152 SC 13G/A 1 p18-0125sc13ga.htm MIDSTATES PETROLEUM COMPANY, INC.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 

Midstates Petroleum Company, Inc.

(Name of Issuer)
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

59804T407

(CUSIP Number)
 

January 10, 2018

(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)
ý Rule 13d-1(c)
o Rule 13d-1(d)
 
(Page 1 of 15 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 the disclosures provided in a prior cover page.

The information required in 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).

The original Schedule 13G and subsequent amendments thereto filed with the Securities and Exchange Commission by the Reporting Persons with respect to Midstates Petroleum Company, Inc. prior to the date hereof were filed by Centerbridge Credit Partners, L.P. (CIK 0001422713), which, due to an internal consolidation of the Reporting Persons, is no longer a Reporting Person. This does not constitute a consolidation for accounting purposes.

 

CUSIP No. 59804T40713G/APage 2 of 18 Pages

 

1

NAME OF REPORTING PERSON

Centerbridge Credit Partners Master AIV IV, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(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

1,929,141 (including 171,027 shares of Common Stock issuable upon exercise of warrants)

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

1,929,141 (including 171,027 shares of Common Stock issuable upon exercise of warrants)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,929,141 (including 171,027 shares of Common Stock issuable upon exercise of warrants)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.6%

12

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. 59804T40713G/APage 3 of 18 Pages

 

 

1

NAME OF REPORTING PERSON

Centerbridge Special Credit Partners II AIV III, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(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

787,806 (including 78,973 shares of Common Stock issuable upon exercise of warrants)

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

787,806 (including 78,973 shares of Common Stock issuable upon exercise of warrants)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

787,806 (including 78,973 shares of Common Stock issuable upon exercise of warrants)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.1%

12

TYPE OF REPORTING PERSON

PN

         

 

CUSIP No. 59804T40713G/APage 4 of 18 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

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

1,929,141 (including 171,027 shares of Common Stock issuable upon exercise of warrants)

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

1,929,141 (including 171,027 shares of Common Stock issuable upon exercise of warrants)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,929,141 (including 171,027 shares of Common Stock issuable upon exercise of warrants)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.6%

12

TYPE OF REPORTING PERSON

PN

         

 

CUSIP No. 59804T40713G/APage 5 of 18 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

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

1,929,141 (including 171,027 shares of Common Stock issuable upon exercise of warrants)

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

1,929,141 (including 171,027 shares of Common Stock issuable upon exercise of warrants)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,929,141 (including 171,027 shares of Common Stock issuable upon exercise of warrants)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.6%

12

TYPE OF REPORTING PERSON

OO

         

 

 

CUSIP No. 59804T40713G/APage 6 of 18 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

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

787,806 (including 78,973 shares of Common Stock issuable upon exercise of warrants)

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

787,806 (including 78,973 shares of Common Stock issuable upon exercise of warrants)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

787,806 (including 78,973 shares of Common Stock issuable upon exercise of warrants)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.1%

12

TYPE OF REPORTING PERSON

OO

         

 

 

CUSIP No. 59804T40713G/APage 7 of 18 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

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

787,806 (including 78,973 shares of Common Stock issuable upon exercise of warrants)

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

787,806 (including 78,973 shares of Common Stock issuable upon exercise of warrants)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

787,806 (including 78,973 shares of Common Stock issuable upon exercise of warrants)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.1%

12

TYPE OF REPORTING PERSON

PN

         

 

CUSIP No. 59804T40713G/APage 8 of 18 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

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

2,716,947 (including 250,000 shares of Common Stock issuable upon exercise of warrants)

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

2,716,947 (including 250,000 shares of Common Stock issuable upon exercise of warrants)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,716,947 (including 250,000 shares of Common Stock issuable upon exercise of warrants)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

10.7%

12

TYPE OF REPORTING PERSON

IN

         

 

CUSIP No. 59804T40713G/APage 9 of 18 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

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

2,716,947 (including 250,000 shares of Common Stock issuable upon exercise of warrants)

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

2,716,947 (including 250,000 shares of Common Stock issuable upon exercise of warrants)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,716,947 (including 250,000 shares of Common Stock issuable upon exercise of warrants)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

10.7%

12

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 59804T40713G/APage 10 of 18 Pages

 

 

Item 1(a). NAME OF ISSUER
   
  The name of the issuer is Midstates Petroleum Company, Inc. (the "Company").
   
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
   
  The Company's principal executive offices are located at 321 South Boston Avenue, Suite 1000, Tulsa, Oklahoma 74103.
   
Item 2(a). NAME OF PERSON FILING
   
  This statement is filed by:
     

 

  (i) Centerbridge Credit Partners Master AIV IV, L.P., a Delaware limited partnership ("CCPM AIV"), with respect to the Common Stock (as defined in Item 2(d) below) beneficially owned by it;
  (ii) Centerbridge Credit Partners Offshore General Partner, L.P., a Delaware limited partnership ("CCPOGP"), as general partner of  CCPM AIV, with respect to the Common Stock beneficially owned by CCPM AIV;
  (iii) Centerbridge Credit Cayman GP Ltd., a Cayman Islands exempted company ("CCCGP"), as general partner of CCPOGP, with respect to the Common Stock beneficially owned by CCPM AIV;
  (iv) Centerbridge Special Credit Partners II AIV III, L.P., a Delaware limited partnership ("CSCP AIV"), with respect to the Common Stock beneficially owned by it;
  (v) Centerbridge Special Credit Partners General Partner II, L.P., a Delaware limited partnership ("CSCPGP II"), as general partner of CSCP AIV, with respect to the Common Stock beneficially owned by CSCP AIV;
  (vi) CSCP II Cayman GP Ltd., a Cayman Islands exempted company ("CSCP II Cayman Ltd."), as general partner of CSCPGP II, with respect to the Common Stock beneficially owned by CSCP AIV;
  (vii) Mark T. Gallogly ("Mr. Gallogly"), indirectly, through various intermediate entities control each of CCPM AIV and CSCP AIV (collectively, the "Centerbridge Funds"), with respect to the Common Stock beneficially owned by the Centerbridge Funds; and
  (viii) Jeffrey H. Aronson ("Mr. Aronson"), indirectly, through various intermediate entities control each of the Centerbridge Funds, with respect to the Common Stock beneficially owned by the Centerbridge Funds.

 

  The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
   
  The address of the business office of each of the Reporting Persons is 375 Park Avenue, 12th Floor, New York, NY 10152.

 

 

CUSIP No. 59804T40713G/APage 11 of 18 Pages

 

 

Item 2(c). CITIZENSHIP
   
  CCPM AIV, CCPOGP, CSCP AIV and CSCPGP II are limited partnerships organized under the laws of the State of Delaware.  CCCGP and CSCP II Cayman Ltd. are exempted companies organized under the laws of the Cayman Islands.  Messrs. Gallogly and Aronson are citizens of the United States.

 

Item 2(d). TITLE OF CLASS OF SECURITIES
   
  Common Stock, par value $0.01 per share (the "Common Stock").

 

Item 2(e). CUSIP NUMBER
   
  59804T407

 

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;
       
  (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) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
       
  (f) ¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
       
  (g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
       
  (h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
       
  (i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
       
  (j) ¨ A 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)(K).

 

  If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
  specify the type of institution:    

 

 

CUSIP No. 59804T40713G/APage 12 of 18 Pages

 

 

Item 4. OWNERSHIP
   

 

This Schedule 13G reports beneficial ownership of the shares of Common Stock beneficially owned by the Reporting Persons as of the date hereof.

 

  A. Centerbridge Credit Partners Master AIV IV, L.P., Centerbridge Credit Partners Offshore General Partner, L.P. and Centerbridge Credit Cayman GP Ltd.

 

      (a) Amount beneficially owned: 1,929,141 (including 171,027 shares of Common Stock issuable upon exercise of warrants)
      (b) Percent of class: 7.6%.  The percentages used herein and in the rest of this Schedule 13G/A are calculated based upon the 25,173,346 shares of Common Stock issued and outstanding as reported to be outstanding as of November 9, 2017, as disclosed in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017 filed by the Company with the Securities Exchange Commission on November 14, 2017, and assumes the exercise of the warrants reported by the Reporting Persons.

 

      (c) (i) Sole power to vote or direct the vote:  -0-
        (ii) Shared power to vote or direct the vote: 1,929,141 (including 171,027 shares of Common Stock issuable upon exercise of warrants)
        (iii) Sole power to dispose or direct the disposition:  -0-
        (iv) Shared power to dispose or direct the disposition:  1,929,141 (including 171,027 shares of Common Stock issuable upon exercise of warrants)

 

    CCPM AIV has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which powers may also be exercised by CCPOGP, its general partner, and CCCGP, the general partner of CCPOGP.   Neither CCPOGP nor CCCGP directly owns any of the shares of Common Stock.  Neither CCPOGP nor CCCGP directly owns any of the shares of Common Stock.  By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the shares of Common Stock beneficially owned by CCPM AIV.  However, none of the foregoing should be construed in and of itself as an admission by CCPOGP or CCCGP or by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person.  In addition, each of CCPOGP and CCCGP expressly disclaims beneficial ownership of shares of Common Stock owned by CCPM AIV.  

 

  B. Centerbridge Special Credit Partners II AIV III, L.P., Centerbridge Special Credit Partners General Partner II, L.P. and CSCP II Cayman GP Ltd.

 

      (a) Amount beneficially owned: 787,806 (including 78,973 shares of Common Stock issuable upon exercise of warrants)
      (b) Percent of class:  3.1%

 

      (c) (i) Sole power to vote or direct the vote:  -0-
        (ii) Shared power to vote or direct the vote:  787,806 (including 78,973 shares of Common Stock issuable upon exercise of warrants)
        (iii) Sole power to dispose or direct the disposition:  -0-

 

 

CUSIP No. 59804T40713G/APage 13 of 18 Pages

  

        (iv) Shared power to dispose or direct the disposition:  787,806 (including 78,973 shares of Common Stock issuable upon exercise of warrants)

 

    CSCP AIV has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which powers may also be exercised by CSCPGP II, its general partner, and CSCP II Cayman Ltd., the general partner of CSCPGP II.  Neither CSCP II Cayman Ltd. nor CSCPGP II directly owns any of the shares of Common Stock.  By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the shares of Common Stock beneficially owned by CSCP AIV.  However, none of the foregoing should be construed in and of itself as an admission by CSCPGP II or CSCP II Cayman Ltd. or by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person.  In addition, each of CSCPGP II and CSCP II Cayman Ltd. expressly disclaims beneficial ownership of shares of Common Stock owned by CSCP AIV.

 

  C. Mark T. Gallogly and Jeffrey Aronson

 

      (a) Amount beneficially owned:  2,716,947 (including 250,000 shares of Common Stock issuable upon exercise of warrants)
      (b) Percent of class: 10.7%  

 

      (c) (i) Sole power to vote or direct the vote:  -0-
        (ii) Shared power to vote or direct the vote:  2,716,947 (including 250,000 shares of Common Stock issuable upon exercise of warrants)
        (iii) Sole power to dispose or direct the disposition:  -0-
        (iv) Shared power to dispose or direct the disposition of: 2,716,947 (including 250,000 shares of Common Stock issuable upon exercise of warrants)

 

    Messrs. Gallogly and Aronson, indirectly, through various intermediate entities control each of the Centerbridge Funds.  Neither Mr. Gallogly nor Mr. Aronson directly owns any of the shares of Common Stock.  By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the shares of Common Stock beneficially owned by the Centerbridge Funds.  However, none of the foregoing should be construed in and of itself as an admission by Messrs. Gallogly or Aronson or by any Reporting Person as to beneficial ownership of the shares of Common Stock owned by another Reporting Person.  In addition, each of Mr. Gallogly and Mr. Aronson expressly disclaims beneficial ownership of the shares of Common Stock owned by any of the Centerbridge Funds.

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  Not applicable.

 

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 OR CONTROL PERSON
   
  Not applicable.

 

CUSIP No. 59804T40713G/APage 14 of 18 Pages

 

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
   
  Not applicable.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP
   
  Not applicable.

 

Item 10. CERTIFICATION  
     
 

Each of the Reporting Persons hereby makes the following certification:

 

 

   
  By signing below each of the Reporting Persons certifies that, to the best of its or his 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.

 

 

 

CUSIP No. 59804T40713G/APage 15 of 18 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.

DATED: January 12, 2018

 

  CENTERBRIDGE CREDIT PARTNERS MASTER AIV IV, 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 SPECIAL CREDIT PARTNERS II AIV III, L.P.
   
  By: Centerbridge Special Credit Partners II, L.P., its general partner
   
  By: CSCP II Cayman GP Ltd., its general partner
   
  By: /s/ Jeffrey H. Aronson
    Name: Jeffrey H. Aronson
   
  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
   

 

 

 

 

CUSIP No. 59804T40713G/APage 16 of 18 Pages

 

  CENTERBRIDGE CREDIT CAYMAN GP LTD.
   
  By: /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: /s/ Jeffrey H. Aronson
   
  By: /s/ Jeffrey H. Aronson
    Name: Jeffrey H. Aronson
    Title: Authorized Signatory
   
  CSCP II CAYMAN GP LTD.
   
  By: /s/ Jeffrey H. Aronson
    Name: Jeffrey H. Aronson
    Title: Authorized Signatory
   
   
  /s/ Mark T. Gallogly
  MARK T. GALLOGLY
   
   
  /s/Jeffrey H. Aronson
  JEFFREY H. ARONSON
   

 

 

 

 

 

 

 

CUSIP No. 59804T40713G/APage 17 of 18 Pages

EXHIBIT 1

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G/A 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 him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

DATE: January 12, 2018

 

  CENTERBRIDGE CREDIT PARTNERS MASTER AIV IV, 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 SPECIAL CREDIT PARTNERS II AIV III, L.P.
   
  By: Centerbridge Special Credit Partners II, L.P., its general partner
   
  By: CSCP II Cayman GP Ltd., its general partner
   
  By: /s/ Jeffrey H. Aronson
    Name: Jeffrey H. Aronson
   
  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

 

 

CUSIP No. 59804T40713G/APage 18 of 18 Pages

 

  CENTERBRIDGE CREDIT CAYMAN GP LTD.
   
  By: /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: /s/ Jeffrey H. Aronson
   
  By: /s/ Jeffrey H. Aronson
    Name: Jeffrey H. Aronson
    Title: Authorized Signatory
   
  CSCP II CAYMAN GP LTD.
   
  By: /s/ Jeffrey H. Aronson
    Name: Jeffrey H. Aronson
    Title: Authorized Signatory
   
   
  /s/ Mark T. Gallogly
  MARK T. GALLOGLY
   
   
  /s/Jeffrey H. Aronson
  JEFFREY H. ARONSON