SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)*

 

 

EASTMAN KODAK COMPANY

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

277461406

(CUSIP Number)

Eric M. Albert

BlueMountain Capital Management, LLC

280 Park Avenue, 12th Floor

New York, New York 10017

212-905-5647

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

April 21, 2017

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

* 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 (the “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. 277461406

 

  1     

NAMES OF REPORTING PERSONS

 

BlueMountain Capital Management, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See instructions)

 

WC, OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7      

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

6,147,064 (1)

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

6,147,064 (1)

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,147,064 (1)

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14.3% (2)

14  

TYPE OF REPORTING PERSON (See instructions)

 

IA

 

 

(1) Includes the 511,358 Warrants (as defined in Item 1) held by the BlueMountain Funds (as defined in Item 2).
(2) The percentage set forth in Row 13 of this Cover Page is based on the 42,451,096 shares of Common Stock (as defined in Item 1) of the Issuer (as defined in Item 1) outstanding as of March 29, 2017, as reported on Form DEF 14A (as defined in Item 5), and is calculated assuming that the Warrants held by the BlueMountain Funds, but no other Warrants, have been exercised.


CUSIP No. 277461406

 

  1     

NAMES OF REPORTING PERSONS

 

BlueMountain GP Holdings, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See instructions)

 

WC, OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7      

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

5,286,120 (1)

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

5,286,120 (1)

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,286,120 (1)

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

12.3% (2)

14  

TYPE OF REPORTING PERSON (See instructions)

 

OO

 

 

(1) Includes the 409,176 Warrants held by the Partnerships (as defined in Item 2).
(2) The percentage set forth in Row 13 of this Cover Page is based on the 42,451,096 shares of Common Stock of the Issuer outstanding as of March 29, 2017, as reported on Form DEF 14A, and is calculated assuming that the Warrants held by the Partnerships, but no other Warrants, have been exercised.


CUSIP No. 277461406

 

  1     

NAMES OF REPORTING PERSONS

 

Blue Mountain Credit GP, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See instructions)

 

WC, OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7      

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

2,468,321 (1)

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

2,468,321 (1)

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,468,321 (1)

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.8% (2)

14  

TYPE OF REPORTING PERSON (See instructions)

 

OO

 

 

(1) Includes the 205,338 Warrants held by Credit Alternatives (as defined in Item 2).
(2) The percentage set forth in Row 13 of this Cover Page is based on the 42,451,096 shares of Common Stock of the Issuer outstanding as of March 29, 2017, as reported on Form DEF 14A, and is calculated assuming that the Warrants held by Credit Alternatives, but no other Warrants, have been exercised.


CUSIP No. 277461406

 

  1     

NAMES OF REPORTING PERSONS

 

Blue Mountain CA Master Fund GP, Ltd.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See instructions)

 

WC, OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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

 

2,468,321 (1)

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

2,468,321 (1)

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,468,321 (1)

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.8% (2)

14  

TYPE OF REPORTING PERSON (See instructions)

 

CO

 

 

(1) Includes the 205,338 Warrants held by Credit Alternatives.
(2) The percentage set forth in Row 13 of this Cover Page is based on the 42,451,096 shares of Common Stock of the Issuer outstanding as of March 29, 2017, as reported on Form DEF 14A, and is calculated assuming that the Warrants held by Credit Alternatives, but no other Warrants, have been exercised.


CUSIP No. 277461406

 

  1     

NAMES OF REPORTING PERSONS

 

Blue Mountain Credit Alternatives Master Fund L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See instructions)

 

WC, OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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

 

2,468,321 (1)

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

2,468,321 (1)

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,468,321 (1)

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.8% (2)

14  

TYPE OF REPORTING PERSON (See instructions)

 

PN

 

 

(1) Includes the 205,338 Warrants held by Credit Alternatives.
(2) The percentage set forth in Row 13 of this Cover Page is based on the 42,451,096 shares of Common Stock of the Issuer outstanding as of March 29, 2017, as reported on Form DEF 14A, and is calculated assuming that the Warrants held by Credit Alternatives, but no other Warrants, have been exercised.


CUSIP No. 277461406

 

  1     

NAMES OF REPORTING PERSONS

 

BlueMountain Long/Short Credit GP, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See instructions)

 

WC, OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7      

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

157,962 (1)

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

157,962 (1)

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

157,962 (1)

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.4% (2)

14  

TYPE OF REPORTING PERSON (See instructions)

 

OO

 

 

(1) Includes the 13,140 Warrants held by Guadalupe (as defined in Item 2).
(2) The percentage set forth in Row 13 of this Cover Page is based on the 42,451,096 shares of Common Stock of the Issuer outstanding as of March 29, 2017, as reported on Form DEF 14A, and is calculated assuming that the Warrants held by Guadalupe, but no other Warrants, have been exercised.


CUSIP No. 277461406

 

  1     

NAMES OF REPORTING PERSONS

 

BlueMountain Guadalupe Peak Fund L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See instructions)

 

WC, OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7      

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

157,962 (1)

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

157,962 (1)

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

157,962 (1)

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.4% (2)

14  

TYPE OF REPORTING PERSON (See instructions)

 

PN

 

 

(1) Includes the 13,140 Warrants held by Guadalupe.
(2) The percentage set forth in Row 13 of this Cover Page is based on the 42,451,096 shares of Common Stock of the Issuer outstanding as of March 29, 2017, as reported on Form DEF 14A, and is calculated assuming that the Warrants held by Guadalupe, but no other Warrants, have been exercised.


CUSIP No. 277461406

 

  1     

NAMES OF REPORTING PERSONS

 

BlueMountain Timberline Ltd.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See instructions)

 

WC, OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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

 

268,311 (1)

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

268,311 (1)

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

268,311 (1)

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.6% (2)

14  

TYPE OF REPORTING PERSON (See instructions)

 

CO

 

 

(1) Includes the 22,318 Warrants held by Timberline (as defined in Item 2).
(2) The percentage set forth in Row 13 of this Cover Page is based on the 42,451,096 shares of Common Stock of the Issuer outstanding as of March 29, 2017, as reported on Form DEF 14A, and is calculated assuming that the Warrants held by Timberline, but no other Warrants, have been exercised.


CUSIP No. 277461406

 

  1     

NAMES OF REPORTING PERSONS

 

BlueMountain Kicking Horse Fund GP, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See instructions)

 

WC, OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7      

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

207,918 (1)

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

207,918 (1)

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

207,918 (1)

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.5% (2)

14  

TYPE OF REPORTING PERSON (See instructions)

 

OO

 

 

(1) Includes the 17,296 Warrants held by Kicking Horse (as defined in Item 2).
(2) The percentage set forth in Row 13 of this Cover Page is based on the 42,451,096 shares of Common Stock of the Issuer outstanding as of March 29, 2017, as reported on Form DEF 14A, and is calculated assuming that the Warrants held by Kicking Horse, but no other Warrants, have been exercised.


CUSIP No. 277461406

 

  1     

NAMES OF REPORTING PERSONS

 

BlueMountain Kicking Horse Fund L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See instructions)

 

WC, OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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

 

207,918 (1)

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

207,918 (1)

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

207,918 (1)

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.5% (2)

14  

TYPE OF REPORTING PERSON (See instructions)

 

PN

 

 

(1) Includes the 17,296 Warrants held by Kicking Horse.
(2) The percentage set forth in Row 13 of this Cover Page is based on the 42,451,096 shares of Common Stock of the Issuer outstanding as of March 29, 2017, as reported on Form DEF 14A, and is calculated assuming that the Warrants held by Kicking Horse, but no other Warrants, have been exercised.


CUSIP No. 277461406

 

  1     

NAMES OF REPORTING PERSONS

 

BlueMountain Credit Opportunities GP I, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See instructions)

 

WC, OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7      

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

1,574,189 (1)

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

1,574,189 (1)

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,574,189 (1)

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.7% (2)

14  

TYPE OF REPORTING PERSON (See instructions)

 

OO

 

 

(1) Includes the 130,956 Warrants held by COF (as defined in Item 2).
(2) The percentage set forth in Row 13 of this Cover Page is based on the 42,451,096 shares of Common Stock of the Issuer outstanding as of March 29, 2017, as reported on Form DEF 14A, and is calculated assuming that the Warrants held by COF, but no other Warrants, have been exercised.


CUSIP No. 277461406

 

  1     

NAMES OF REPORTING PERSONS

 

BlueMountain Credit Opportunities Master Fund I L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See instructions)

 

WC, OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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

 

1,574,189 (1)

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

1,574,189 (1)

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,574,189 (1)

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.7% (2)

14  

TYPE OF REPORTING PERSON (See instructions)

 

PN

 

 

(1) Includes the 130,956 Warrants held by COF.
(2) The percentage set forth in Row 13 of this Cover Page is based on the 42,451,096 shares of Common Stock of the Issuer outstanding as of March 29, 2017, as reported on Form DEF 14A, and is calculated assuming that the Warrants held by COF, but no other Warrants, have been exercised.


CUSIP No. 277461406

 

  1     

NAMES OF REPORTING PERSONS

 

BlueMountain Distressed GP, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See instructions)

 

WC, OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7      

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

291,729 (1)

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

291,729 (1)

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

291,729 (1)

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.7% (2)

14  

TYPE OF REPORTING PERSON (See instructions)

 

OO

 

 

(1) Includes the 24,266 Warrants held by Distressed (as defined in Item 2).
(2) The percentage set forth in Row 13 of this Cover Page is based on the 42,451,096 shares of Common Stock of the Issuer outstanding as of March 29, 2017, as reported on Form DEF 14A, and is calculated assuming that the Warrants held by Distressed, but no other Warrants, have been exercised.


CUSIP No. 277461406

 

  1     

NAMES OF REPORTING PERSONS

 

BlueMountain Distressed Master Fund L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See instructions)

 

WC, OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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

 

291,729 (1)

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

291,729 (1)

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

291,729 (1)

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.7% (2)

14  

TYPE OF REPORTING PERSON (See instructions)

 

PN

 

 

(1) Includes the 24,266 Warrants held by Distressed.
(2) The percentage set forth in Row 13 of this Cover Page is based on the 42,451,096 shares of Common Stock of the Issuer outstanding as of March 29, 2017, as reported on Form DEF 14A, and is calculated assuming that the Warrants held by Distressed, but no other Warrants, have been exercised.


CUSIP No. 277461406

 

  1     

NAMES OF REPORTING PERSONS

 

BlueMountain Montenvers GP S.à r.l.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See instructions)

 

WC, OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Luxembourg

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7      

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

592,633 (1)

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

592,633 (1)

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

592,633 (1)

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.4% (2)

14  

TYPE OF REPORTING PERSON (See instructions)

 

CO

 

 

(1) Includes the 79,864 Warrants held by Montenvers (as defined in Item 2).
(2) The percentage set forth in Row 13 of this Cover Page is based on the 42,451,096 shares of Common Stock of the Issuer outstanding as of March 29, 2017, as reported on Form DEF 14A, and is calculated assuming that the Warrants held by Montenvers, but no other Warrants, have been exercised.


CUSIP No. 277461406

 

  1     

NAMES OF REPORTING PERSONS

 

BlueMountain Montenvers Master Fund SCA SICAV-SIF

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See instructions)

 

WC, OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Luxembourg

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7      

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

592,633 (1)

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

592,633 (1)

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

592,633 (1)

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.4% (2)

14  

TYPE OF REPORTING PERSON (See instructions)

 

PN

 

 

(1) Includes the 79,864 Warrants held by Montenvers.
(2) The percentage set forth in Row 13 of this Cover Page is based on the 42,451,096 shares of Common Stock of the Issuer outstanding as of March 29, 2017, as reported on Form DEF 14A, and is calculated assuming that the Warrants held by Montenvers, but no other Warrants, have been exercised.


CUSIP No. 277461406

 

  1     

NAMES OF REPORTING PERSONS

 

BlueMountain Strategic Credit GP, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See instructions)

 

WC, OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7      

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

218,561 (1)

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

218,561 (1)

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

218,561 (1)

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.5% (2)

14  

TYPE OF REPORTING PERSON (See instructions)

 

OO

 

 

(1) Includes the 18,180 Warrants held by Strategic Credit (as defined in Item 2).
(2) The percentage set forth in Row 13 of this Cover Page is based on the 42,451,096 shares of Common Stock of the Issuer outstanding as of March 29, 2017, as reported on Form DEF 14A, and is calculated assuming that the Warrants held by Strategic Credit, but no other Warrants, have been exercised.


CUSIP No. 277461406

 

  1     

NAMES OF REPORTING PERSONS

 

BlueMountain Strategic Credit Master Fund L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See instructions)

 

WC, OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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

 

218,561 (1)

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

218,561 (1)

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

218,561 (1)

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.5% (2)

14  

TYPE OF REPORTING PERSON (See instructions)

 

PN

 

 

(1) Includes the 18,180 Warrants held by Strategic Credit.
(2) The percentage set forth in Row 13 of this Cover Page is based on the 42,451,096 shares of Common Stock of the Issuer outstanding as of March 29, 2017, as reported on Form DEF 14A, and is calculated assuming that the Warrants held by Strategic Credit, but no other Warrants, have been exercised.


CUSIP No. 277461406

 

  1     

NAMES OF REPORTING PERSONS

 

BlueMountain Summit Opportunities GP II, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See instructions)

 

WC

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7      

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

367,440

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

367,440

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

367,440

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.9% (1)

14  

TYPE OF REPORTING PERSON (See instructions)

 

OO

 

 

(1) The percentage set forth in Row 13 of this Cover Page is based on the 42,451,096 shares of Common Stock of the Issuer outstanding as of March 29, 2017, as reported on Form DEF 14A.


CUSIP No. 277461406

 

  1     

NAMES OF REPORTING PERSONS

 

BlueMountain Summit Trading L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See instructions)

 

WC

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7      

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

367,440

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

367,440

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

367,440

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.9% (1)

14  

TYPE OF REPORTING PERSON (See instructions)

 

PN

 

 

(1) The percentage set forth in Row 13 of this Cover Page is based on the 42,451,096 shares of Common Stock of the Issuer outstanding as of March 29, 2017, as reported on Form DEF 14A.


Item 1. Security of the Issuer.

This Amendment No. 4 amends the Schedule 13D filed with the Securities and Exchange Commission on September 13, 2013 (as amended by Amendment No. 1 thereto filed on October 8, 2013, Amendment No. 2 thereto filed on December 1, 2014 and Amendment No. 3 thereto filed on March 15, 2017, the “Schedule 13D”), relating to the shares of Common Stock, par value $0.01 per share (the “Common Stock”), of Eastman Kodak Company, a New Jersey corporation (the “Issuer”), net-share settled warrants to purchase Common Stock at an exercise price of $14.93 per share (the “125% Warrants”) and net-share settled warrants to purchase Common Stock at an exercise price of $16.12 per share (the “135% Warrants” and, together with the 125% Warrants, the “Warrants”). The Issuer’s principal executive office is located at 343 State Street, Rochester, New York 14650. Unless specifically amended hereby, the disclosures set forth in the Schedule 13D remain unchanged.

Item 2. Identity and Background.

Paragraph (f) of Item 2 of the Schedule 13D is hereby deleted and replaced with the following:

(f) Mr. Feldstein, Mr. Liberman, Mr. Siderow, Mr. Smith, Mr. Dalton, Mr. Gerstein, Ms. Gile, Mr. Groome, Mr. Reeves, Mr. Rubenstein and Mr. Shapiro are U.S. citizens. Mr. Linford is a South African citizen. Ms. Stevens is a British citizen.

Item 5. Interest in Securities of the Issuer.

Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D are hereby deleted and replaced with the following:

(a-b) All percentages set forth in this Schedule 13D are based on the Issuer’s 42,451,096 shares of Common Stock outstanding as of March 29, 2017, as reported on the Issuer’s Form DEF 14A filed with the Securities and Exchange Commission on April 10, 2017 (“Form DEF 14A”), and are calculated assuming that the Warrants held by the applicable BlueMountain Funds, but no other Warrants, have been exercised. The information set forth in Rows 7-13 of each Cover Page of this Schedule 13D is hereby incorporated herein by reference.

BMCA GP, Montenvers GP, the General Partners, the Ultimate General Partner and the Investment Manager expressly declare that this filing shall not be construed as an admission that each is, for the purposes of sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this filing.

None of the Reporting Persons beneficially own any other shares of Common Stock or Warrants of the Issuer.

 

(c) During the last 60 days ending April 21, 2017, the BlueMountain Funds effected the following transactions:

 

Date    BlueMountain Fund    Security    Amount    Price per Share    Type of Transaction
March 10, 2017    Credit Alternatives    Common Stock    10,829    $12.01    open market sale
March 10, 2017    Guadalupe    Common Stock    693    $12.01    open market sale
March 10, 2017    Timberline    Common Stock    1,177    $12.01    open market sale
March 10, 2017    Kicking Horse    Common Stock    912    $12.01    open market sale
March 10, 2017    COF    Common Stock    6,906    $12.01    open market sale
March 10, 2017    Distressed    Common Stock    1,280    $12.01    open market sale
March 10, 2017    Montenvers    Common Stock    2,454    $12.01    open market sale
March 10, 2017    Strategic Credit    Common Stock    959    $12.01    open market sale
March 10, 2017    BMST    Common Stock    1,758    $12.01    open market sale
March 13, 2017    Credit Alternatives    Common Stock    26,644    $11.95    open market sale
March 13, 2017    Credit Alternatives    Common Stock    4,018    $12.20    open market sale
March 13, 2017    Guadalupe    Common Stock    1,705    $11.95    open market sale
March 13, 2017    Guadalupe    Common Stock    257    $12.20    open market sale
March 13, 2017    Timberline    Common Stock    2,896    $11.95    open market sale
March 13, 2017    Timberline    Common Stock    437    $12.20    open market sale
March 13, 2017    Kicking Horse    Common Stock    2,244    $11.95    open market sale
March 13, 2017    Kicking Horse    Common Stock    338    $12.20    open market sale
March 13, 2017    COF    Common Stock    16,992    $11.95    open market sale
March 13, 2017    COF    Common Stock    2,563    $12.20    open market sale
March 13, 2017    Distressed    Common Stock    3,149    $11.95    open market sale
March 13, 2017    Distressed    Common Stock    475    $12.20    open market sale
March 13, 2017    Montenvers    Common Stock    6,038    $11.95    open market sale
March 13, 2017    Montenvers    Common Stock    911    $12.20    open market sale
March 13, 2017    Strategic Credit    Common Stock    2,358    $11.95    open market sale
March 13, 2017    Strategic Credit    Common Stock    356    $12.20    open market sale


Date    BlueMountain Fund    Security    Amount    Price per Share    Type of Transaction
March 13, 2017    BMST    Common Stock    4,326    $11.95    open market sale
March 13, 2017    BMST    Common Stock    652    $12.20    open market sale
March 14, 2017    Credit Alternatives    Common Stock    10,038    $11.45    open market sale
March 14, 2017    Credit Alternatives    Common Stock    10,039    $11.65    open market sale
March 14, 2017    Credit Alternatives    Common Stock    50,195    $11.75    open market sale
March 14, 2017    Guadalupe    Common Stock    643    $11.45    open market sale
March 14, 2017    Guadalupe    Common Stock    642    $11.65    open market sale
March 14, 2017    Guadalupe    Common Stock    3,210    $11.75    open market sale
March 14, 2017    Timberline    Common Stock    1,091    $11.45    open market sale
March 14, 2017    Timberline    Common Stock    1,091    $11.65    open market sale
March 14, 2017    Timberline    Common Stock    5,455    $11.75    open market sale
March 14, 2017    Kicking Horse    Common Stock    846    $11.45    open market sale
March 14, 2017    Kicking Horse    Common Stock    846    $11.65    open market sale
March 14, 2017    Kicking Horse    Common Stock    4,230    $11.75    open market sale
March 14, 2017    COF    Common Stock    6,403    $11.45    open market sale
March 14, 2017    COF    Common Stock    6,402    $11.65    open market sale
March 14, 2017    COF    Common Stock    32,010    $11.75    open market sale
March 14, 2017    Distressed    Common Stock    1,186    $11.45    open market sale
March 14, 2017    Distressed    Common Stock    1,186    $11.65    open market sale
March 14, 2017    Distressed    Common Stock    5,931    $11.75    open market sale
March 14, 2017    Montenvers    Common Stock    2,275    $11.45    open market sale
March 14, 2017    Montenvers    Common Stock    2,275    $11.65    open market sale
March 14, 2017    Montenvers    Common Stock    11,374    $11.75    open market sale
March 14, 2017    Strategic Credit    Common Stock    888    $11.45    open market sale
March 14, 2017    Strategic Credit    Common Stock    889    $11.65    open market sale
March 14, 2017    Strategic Credit    Common Stock    4,445    $11.75    open market sale
March 14, 2017    BMST    Common Stock    1,630    $11.45    open market sale
March 14, 2017    BMST    Common Stock    1,630    $11.65    open market sale
March 14, 2017    BMST    Common Stock    8,150    $11.75    open market sale
March 15, 2017    Credit Alternatives    Common Stock    30,116    $11.74    open market sale
March 15, 2017    Credit Alternatives    Common Stock    31,894    $11.81    open market sale
March 15, 2017    Guadalupe    Common Stock    1,926    $11.74    open market sale
March 15, 2017    Guadalupe    Common Stock    2,042    $11.81    open market sale
March 15, 2017    Timberline    Common Stock    3,274    $11.74    open market sale
March 15, 2017   

Timberline

   Common Stock    3,467    $11.81    open market sale
March 15, 2017    Kicking Horse    Common Stock    2,537    $11.74    open market sale
March 15, 2017    Kicking Horse    Common Stock    2,687    $11.81    open market sale
March 15, 2017    COF    Common Stock    19,206    $11.74    open market sale
March 15, 2017    COF    Common Stock    20,341    $11.81    open market sale
March 15, 2017    Distressed    Common Stock    3,560    $11.74    open market sale
March 15, 2017    Distressed    Common Stock    3,769    $11.81    open market sale
March 15, 2017    Montenvers    Common Stock    6,824    $11.74    open market sale
March 15, 2017    Montenvers    Common Stock    7,227    $11.81    open market sale
March 15, 2017    Strategic Credit    Common Stock    2,667    $11.74    open market sale
March 15, 2017    Strategic Credit    Common Stock    2,824    $11.81    open market sale
March 15, 2017    BMST    Common Stock    4,890    $11.74    open market sale
March 15, 2017    BMST    Common Stock    5,179    $11.81    open market sale
March 16, 2017    Credit Alternatives    Common Stock    8,848    $11.65    open market sale
March 16, 2017    Credit Alternatives    Common Stock    10,039    $11.67    open market sale
March 16, 2017    Guadalupe    Common Stock    567    $11.65    open market sale
March 16, 2017    Guadalupe    Common Stock    642    $11.67    open market sale
March 16, 2017    Timberline    Common Stock    961    $11.65    open market sale
March 16, 2017    Timberline    Common Stock    1,092    $11.67    open market sale
March 16, 2017    Kicking Horse    Common Stock    746    $11.65    open market sale
March 16, 2017    Kicking Horse    Common Stock    845    $11.67    open market sale
March 16, 2017    COF    Common Stock    5,642    $11.65    open market sale
March 16, 2017    COF    Common Stock    6,402    $11.67    open market sale
March 16, 2017    Distressed    Common Stock    1,046    $11.65    open market sale
March 16, 2017    Distressed    Common Stock    1,187    $11.67    open market sale
March 16, 2017    Montenvers    Common Stock    2,004    $11.65    open market sale
March 16, 2017    Montenvers    Common Stock    2,275    $11.67    open market sale
March 16, 2017    Strategic Credit    Common Stock    782    $11.65    open market sale
March 16, 2017    Strategic Credit    Common Stock    889    $11.67    open market sale
March 16, 2017    BMST    Common Stock    1,438    $11.65    open market sale
March 16, 2017    BMST    Common Stock    1,629    $11.67    open market sale
March 17, 2017    Credit Alternatives    Common Stock    24,712    $11.50    open market sale
March 17, 2017    Guadalupe    Common Stock    1,582    $11.50    open market sale
March 17, 2017    Timberline    Common Stock    2,687    $11.50    open market sale
March 17, 2017    Kicking Horse    Common Stock    2,081    $11.50    open market sale
March 17, 2017    COF    Common Stock    15,760    $11.50    open market sale


Date    BlueMountain Fund    Security    Amount    Price per Share    Type of Transaction
March 17, 2017    Distressed    Common Stock    2,920    $11.50    open market sale
March 17, 2017    Montenvers    Common Stock    5,599    $11.50    open market sale
March 17, 2017    Strategic Credit    Common Stock    2,187    $11.50    open market sale

March 17, 2017

March 20, 2017

March 20, 2017

March 20, 2017

March 20, 2017

March 20, 2017

March 20, 2017

March 20, 2017

March 20, 2017

March 20, 2017

March 20, 2017

March 20, 2017

March 20, 2017

March 20, 2017

March 20, 2017

March 20, 2017

March 20, 2017

March 20, 2017

March 20, 2017

March 20, 2017

March 20, 2017

March 20, 2017

March 20, 2017

March 20, 2017

March 20, 2017

March 20, 2017

March 20, 2017

March 20, 2017

April 21, 2017

April 21, 2017

April 21, 2017

April 21, 2017

April 21, 2017

April 21, 2017

April 21, 2017

April 21, 2017

April 21, 2017

  

BMST

Credit Alternatives

Credit Alternatives

Credit Alternatives

Guadalupe

Guadalupe

Guadalupe

Timberline

Timberline

Timberline

Kicking Horse Kicking Horse

Kicking Horse

COF

COF

COF

Distressed

Distressed

Distressed

Montenvers

Montenvers

Montenvers

Strategic Credit

Strategic Credit

Strategic Credit

BMST

BMST

BMST

Credit Alternatives

Guadalupe

Timberline

Kicking Horse

COF

Distressed

Montenvers

Strategic Credit

BMST

  

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

  

4,012

10,038

3,997

10,039

643

256

642

1,091

434

1,091

845

337

846

6,403

2,548

6,403

1,187

472

1,186

2,275

905

2,275

888

355

888

1,630

648

1,630

486,837

31,156

52,922

41,009

310,484

57,540

110,312

43,109

79,048

  

$11.50

$11.40

$11.45

$11.46

$11.40

$11.45

$11.46

$11.40

$11.45

$11.46

$11.40

$11.45

$11.46

$11.40

$11.45

$11.46

$11.40

$11.45

$11.46

$11.40

$11.45

$11.46

$11.40

$11.45

$11.46

$11.40

$11.45

$11.46

$10.75

$10.75

$10.75

$10.75

$10.75

$10.75

$10.75

$10.75

$10.75

  

open market sale

open market sale

open market sale

open market sale

open market sale

open market sale

open market sale

open market sale

open market sale

open market sale

open market sale

open market sale

open market sale

open market sale

open market sale

open market sale

open market sale

open market sale

open market sale

open market sale

open market sale

open market sale

open market sale

open market sale

open market sale

open market sale

open market sale

open market sale

private sale

private sale

private sale

private sale

private sale

private sale

private sale

private sale

private sale

No other Reporting Person effected any transactions in any securities of the Issuer.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended by adding the following:

Pursuant to a Purchase and Sale Agreement dated April 21, 2017 (the “Marneu-KF PSA”), on April 21, 2017, the BlueMountain Funds sold 1,212,417 shares of Common Stock for an aggregate purchase price of $13,033,482.75.

The summary of the Marneu-KF PSA set forth above does not purport to be complete and is qualified in its entirety by reference to the text of the Marneu-KF PSA, a copy of which is being filed as Exhibit 8 hereto and is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

The following shall be added to the end of Item 7:

8. Purchase and Sale Agreement by the BlueMountain Funds, Marneu Holding Company and KF Investors LLC dated April 21, 2017, attached as Exhibit 8 hereto.

9. Joint Filing Agreement dated April 25, 2017, attached as Exhibit 9 hereto.


SIGNATURES

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

Date: April 25, 2017

 

BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC
By:  

/s/ ERIC M. ALBERT

Name:   Eric M. Albert, Chief Compliance Officer
BLUEMOUNTAIN GP HOLDINGS, LLC
By:  

/s/ ERIC M. ALBERT

Name:   Eric M. Albert, Chief Compliance Officer
BLUE MOUNTAIN CREDIT GP, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By:  

/s/ ERIC M. ALBERT

Name:   Eric M. Albert, Chief Compliance Officer
BLUE MOUNTAIN CA MASTER FUND GP, LTD.
By:  

/s/ ANDREW FELDSTEIN

Name:   Andrew Feldstein, Director

BLUE MOUNTAIN CREDIT ALTERNATIVES MASTER FUND L.P.

BY: BLUE MOUNTAIN CA MASTER FUND GP, LTD.

By:  

/s/ ANDREW FELDSTEIN

Name:   Andrew Feldstein, Director
BLUEMOUNTAIN LONG/SHORT CREDIT GP, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By:  

/s/ ERIC M. ALBERT

Name:   Eric M. Albert, Chief Compliance Officer
BLUEMOUNTAIN GUADALUPE PEAK FUND L.P.
BY: BLUEMOUNTAIN LONG/SHORT CREDIT GP, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By:  

/s/ ERIC M. ALBERT

Name:   Eric M. Albert, Chief Compliance Officer


BLUEMOUNTAIN TIMBERLINE LTD.
By:  

/s/ ANDREW FELDSTEIN

Name:   Andrew Feldstein, Director
BLUEMOUNTAIN KICKING HORSE FUND GP, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By:  

/s/ ERIC M. ALBERT

Name:   Eric M. Albert, Chief Compliance Officer
BLUEMOUNTAIN KICKING HORSE FUND L.P.
BY: BLUEMOUNTAIN KICKING HORSE FUND GP, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By:  

/s/ ERIC M. ALBERT

Name:   Eric M. Albert, Chief Compliance Officer
BLUEMOUNTAIN CREDIT OPPORTUNITIES GP I, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By:  

/s/ ERIC M. ALBERT

Name:   Eric M. Albert, Chief Compliance Officer
BLUEMOUNTAIN CREDIT OPPORTUNITIES MASTER FUND I L.P.
BY: BLUEMOUNTAIN CREDIT OPPORTUNITIES GP I, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By:  

/s/ ERIC M. ALBERT

Name:   Eric M. Albert, Chief Compliance Officer
BLUEMOUNTAIN DISTRESSED GP, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By:  

/s/ ERIC M. ALBERT

Name:   Eric M. Albert, Chief Compliance Officer
BLUEMOUNTAIN DISTRESSED MASTER FUND L.P.
BY: BLUEMOUNTAIN DISTRESSED GP, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By:  

/s/ ERIC M. ALBERT

Name:   Eric M. Albert, Chief Compliance Officer
BLUEMOUNTAIN MONTENVERS GP S.à r.l.
By:  

/s/ ERIC M. ALBERT

Name:   Eric M. Albert, Chief Compliance Officer


BLUEMOUNTAIN MONTENVERS MASTER FUND SCA SICAV-SIF
BY: BLUEMOUNTAIN MONTENVERS GP S.à r.l.
By:  

/s/ ERIC M. ALBERT

Name:   Eric M. Albert, Chief Compliance Officer
BLUEMOUNTAIN STRATEGIC CREDIT GP, LLC
BY:   BLUEMOUNTAIN GP HOLDINGS, LLC
By:  

/s/ ERIC M. ALBERT

Name:   Eric M. Albert, Chief Compliance Officer
BLUEMOUNTAIN STRATEGIC CREDIT MASTER FUND L.P.
BY: BLUEMOUNTAIN STRATEGIC CREDIT GP, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By:  

/s/ ERIC M. ALBERT

Name:   Eric M. Albert, Chief Compliance Officer
BLUEMOUNTAIN SUMMIT OPPORTUNITIES GP II, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By:  

/s/ ERIC M. ALBERT

Name:   Eric M. Albert, Chief Compliance Officer
BLUEMOUNTAIN SUMMIT TRADING L.P.
BY: BLUEMOUNTAIN SUMMIT OPPORTUNITIES GP II, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By:  

/s/ ERIC M. ALBERT

Name:   Eric M. Albert, Chief Compliance Officer

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement; provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)

EX-99.8

Exhibit 8

PURCHASE AND SALE AGREEMENT

This Purchase and Sale Agreement (this “Agreement”), dated as of April 21, 2017 (the “Effective Date”), is made by and among Blue Mountain Credit Alternatives Master Fund L.P., BlueMountain Distressed Master Fund L.P., BlueMountain Guadalupe Peak Fund L.P., BlueMountain Montenvers Master Fund SCA SICAV-SIF, BlueMountain Summit Trading L.P., BlueMountain Credit Opportunities Master Fund I L.P., BlueMountain Kicking Horse L.P., BlueMountain Strategic Credit Master Fund L.P. and BlueMountain Timberline Ltd, on the one hand (each a “Transferor” and, collectively, the “Transferors”), on the one hand (each a “Transferor” and, collectively, the “Transferors”) and MARNEU HOLDING COMPANY and KF INVESTORS LLC, on the other hand (each a “Transferee” and, collectively, the “Transferees” and, together with the Transferors, the “Parties” and each a “Party”).

W I T N E S S E T H:

WHEREAS, the Transferors hold, in the aggregate, the 1,212,417 shares of Common Stock, par value $0.01 per share (the “Shares”) of Eastman Kodak Company (the “Company”), all of which are registered on Form S-3 (the “Registered Shares”), as more particularly detailed on Schedule A; and

WHEREAS, the Transferors desire to transfer 100% of the Shares listed on Schedule A (the “Transferred Securities”) to the Transferees in accordance with the terms hereof and the Transferees desire to acquire the Transferred Securities in accordance with the terms hereof (such transactions are hereafter referred to as the “Transfer”).

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the Parties agree as follows:

1. Transfer of Shares. Subject to the terms and conditions of this Agreement, at the Closing (a) the Transferees hereby agree to acquire from the Transferors and the Transferors hereby agree to assign, transfer, and convey to the Transferees all of their right, title and interest in, to, and under the Transferred Securities as more particularly detailed on Schedule A; and (b) the Transferees agree to pay via wire transfer in accordance with Section 2 below to the Transferors an aggregate purchase price of Thirteen Million Thirty-Three Thousand Four Hundred Eighty-Two Dollars and Seventy-Five Cents ($13,033,482.75) as more particularly detailed on Schedule A (the “Purchase Price”) in exchange for the Transferred Securities.

2. Closing. The closing of the Transfer (the “Closing”) shall take place on (a) the third business day following approval by the Company’s transfer agent of the Transfer, or (b) at such other time and date as may be agreed by the Parties. At the Closing, (A) the Transferors shall deliver or cause to be delivered to the Transferees appropriately executed assignments or other instruments of transfer with respect to the Transferred Securities, and (B) the Transferees shall deliver to the Transferors payments, by wire transfers of immediately available funds to accounts designated in writing by Transferees, in amount equal to the Purchase Price. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”.

 


3. Representations and Warranties of the Transferees. Each Transferee represents and warrants, as of the date hereof and as of the Closing Date, to the Transferors that: (a) such Transferee has the right, power, and authority to execute, deliver, and fully perform its obligations under this Agreement, without violation of any applicable law, rule, regulation or court order and without the necessity of obtaining any consent or approval from any governmental or regulatory authority; (b) this Agreement has been duly executed and is a binding and valid agreement enforceable against each Transferee in accordance with its terms; (c) such Transferee is an “accredited investor” (as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)); (d) such Transferee (i) recognizes that the Transferred Securities are speculative in nature; (ii) has not relied on the Transferors, BlueMountain Capital Management, LLC (“BlueMountain”), any other funds and accounts managed by BlueMountain, any other affiliates of BlueMountain or any of the respective current and former partners, shareholders, members, managers, officers, directors, employees, representatives and agents of any of the foregoing (collectively with the Transferors, the “BlueMountain Persons”) in connection with any securities or tax matters related to the Transfer; (iii) is acquiring the Transferred Securities for its own account for investment purposes and not with a view to the distribution thereof; and (iv) will not sell, transfer, pledge, hypothecate, alienate, or otherwise assign or dispose of the Transferred Securities unless such disposition is registered under the Securities Act or is exempt from registration thereunder; (e) such Transferee has, independently and without reliance upon the Transferors, BlueMountain, any of the other BlueMountain Persons, or any of their respective officers, directors, agents or advisors, and based upon such information concerning the Transfer that such Transferee has obtained from whatever sources it deemed appropriate, reliable and adequate, made its own investment analysis and decision to consummate the Transfer; and (f) such Transferee believes that, by reason of its business and financial experience, it is capable of evaluating the merits and risks of the Transfer and of protecting its own interests in connection with the Transfer.

4. Representations and Warranties of the Transferors. Each Transferor represents and warrants, as of the date hereof and as of the Closing Date, to the Transferees that (a) such Transferor has the right, power, and authority to execute, deliver, and fully perform its obligations under this Agreement, without violation of any applicable law, rule, regulation or court order and without the necessity of obtaining any consent or approval from any governmental or regulatory authority; (b) this Agreement has been duly executed and is a binding and valid agreement enforceable against such Transferor in accordance with its terms; (c) such Transferor owns the Transferred Securities, free and clear of any security interest, lien, charge, or other encumbrance of any nature whatsoever; (d) neither such Transferor nor any person authorized by such Transferor, as agent or otherwise, has offered all or any part of the Transferred Securities for sale to, or solicited offers to buy the same from, any person other than the Transferees; (e) such Transferor has, independently and without reliance upon the Transferees, and based upon such information concerning the Transfer that such Transferor has obtained from whatever sources it deemed appropriate, reliable and adequate, made its own investment analysis and decision to consummate the Transfer; (f) such Transferor believes that, by reason of its business and financial experience, it is capable of evaluating the merits and risks of the Transfer and of protecting its own interests in connection with the Transfer and (g) the Transferors and/or affiliates thereof have negotiated concurrently with this Agreement separate agreements with (i) Southeastern Asset Management, Inc. and/or its affiliates and (ii) George Karfunkel and/or his affiliates, in each case, for the sale of shares of the Company at the same per share purchase price as this Agreement (and, as of the date hereof, such separate agreements have been executed or the Transferors and/or affiliates thereof expect such separate agreements to be executed concurrently with this Agreement or shortly thereafter).

5. Termination. Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated and the Transfer and the other transactions contemplated by this Agreement may be abandoned at any time prior to the Closing:

(i) by unanimous written consent of the Parties; or

(ii) by any Party, if the Closing does not occur on or prior to June 2, 2017 (the “Outside Date”);

6. Further Assurances. Each Party hereby covenants and agrees that it will, at the sole cost and expense of the requesting Party, execute and deliver such documents and take such further actions as another Party may from time to time reasonably request as being necessary or desirable to carry out the intent and purposes of this Agreement.

7. Binding Effect; Governing Law. This Agreement shall bind and benefit the Parties, their representatives, and their permitted assignees and successors in interest. This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without giving effect to the principles of the conflict of laws thereof.

8. Entire Agreement. This Agreement constitutes the entire agreement between the Parties governing this Agreement. This Agreement may be modified, superseded, or terminated only in writing signed by each of the Parties to be affected.

 

2


9. Counterparts. This Agreement may be executed in multiple counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute but one and the same instrument.

[Signature Page Follows]

 

3


IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

 

TRANSFERORS:
Blue Mountain Credit Alternatives Master Fund L.P.
By: BlueMountain Capital Management, LLC, its Investment Manager
By:  

/s/ DAVID M. O’MARA

Name: David M. O’Mara
Title: Deputy General Counsel
BlueMountain Distressed Master Fund L.P.
By: BlueMountain Capital Management, LLC, its Investment Manager
By:  

/s/ DAVID M. O’MARA

Name: David M. O’Mara
Title: Deputy General Counsel
BlueMountain Guadalupe Peak Fund L.P.
By: BlueMountain Capital Management, LLC, its Investment Manager
By:  

/s/ DAVID M. O’MARA

Name: David M. O’Mara
Title: Deputy General Counsel
BlueMountain Montenvers Master Fund SCA SICAV-SIF
By: BlueMountain Capital Management, LLC, its Investment Manager
By:  

/s/ DAVID M. O’MARA

Name: David M. O’Mara
Title: Deputy General Counsel
BlueMountain Summit Trading L.P.
By: BlueMountain Capital Management, LLC, its Investment Manager
By:  

/s/ DAVID M. O’MARA

Name: David M. O’Mara
Title: Deputy General Counsel
BlueMountain Credit Opportunities Master Fund I L.P.
By: BlueMountain Capital Management, LLC, its Investment Manager
By:  

/s/ DAVID M. O’MARA

Name: David M. O’Mara
Title: Deputy General Counsel

 

4


BlueMountain Kicking Horse L.P.
By: BlueMountain Capital Management, LLC, its Investment Manager
By:  

/s/ DAVID M. O’MARA

Name: David M. O’Mara
Title: Deputy General Counsel
BlueMountain Strategic Credit Master Fund L.P.
By: BlueMountain Capital Management, LLC, its Investment Manager
By:  

/s/ DAVID M. O’MARA

Name: David M. O’Mara
Title: Deputy General Counsel
BlueMountain Timberline Ltd.
By: BlueMountain Capital Management, LLC, its Investment Manager
By:  

/s/ DAVID M. O’MARA

Name: David M. O’Mara
Title: Deputy General Counsel

 

5


TRANSFEREE:
MARNEU HOLDING COMPANY
By:  

/s/ PHILIPPE D. KATZ

Name:   Philippe D. Katz
Title:   Partner
KF INVESTORS LLC
By:  

/s/ PHILIPPE D. KATZ

Name:   Philippe D. Katz
Title:   Partner

 

6


Schedule A

Schedule of Shareholdings and Transfers

 

Transferor

   Total
Shares
     Registered
Shares
     Legended
Shares
     Transferee      Total
Transferred
Securities
     Purchase Price  

Blue Mountain Credit Alternatives Master Fund L.P.

     486,837        486,837        0       

Marneu
Holding
Company
 
 
 
     486,837      $ 5,233,497.75  

BlueMountain Montenvers Master Fund SCA SICAV-SIF

     110,312        110,312        0       

Marneu
Holding
Company
 
 
 
     110,312      $ 1,185,854.00  

BlueMountain Guadalupe Peak Fund L.P.

     8,851        8,851        0       

Marneu
Holding
Company
 
 
 
     8,851      $ 95,148.25  

BlueMountain Guadalupe Peak Fund L.P.

     22,305        22,305        0       

KF
Investors
LLC
 
 
 
     22,305      $ 239,778.75  

BlueMountain Distressed Master Fund L.P.

     57,540        57,540        0       

KF
Investors
LLC
 
 
 
     57,540      $ 618,555.00  

BlueMountain Summit Trading L.P.

     79,048        79,048        0       

KF
Investors
LLC
 
 
 
     79,048      $ 849,766.00  

BlueMountain Credit Opportunities Master Fund I L.P.

     310,484        310,484        0       

KF
Investors
LLC
 
 
 
     310,484      $ 3,337,703.00  

BlueMountain Kicking Horse L.P.

     41,009        41,009        0       

KF
Investors
LLC
 
 
 
     41,009      $ 440,846.75  

BlueMountain Strategic Credit Master Fund L.P.

     43,109        43,109        0       

KF
Investors
LLC
 
 
 
     43,109      $ 463,421.75  

BlueMountain Timberline Ltd.

     52,922        52,922        0       

KF
Investors
LLC
 
 
 
     52,922      $ 568,911.50  
  

 

 

    

 

 

    

 

 

       

 

 

    

 

 

 

Total

     1,212,417        1,212,417        0           1,212,417      $ 13,033,482.75  
  

 

 

    

 

 

    

 

 

       

 

 

    

 

 

 

 

7

EX-99.9

Exhibit 9

JOINT FILING AGREEMENT

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

DATED: April 25, 2017

 

BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC
By:  

/s/ ERIC M. ALBERT

Name: Eric M. Albert, Chief Compliance Officer
BLUEMOUNTAIN GP HOLDINGS, LLC
By:  

/s/ ERIC M. ALBERT

Name: Eric M. Albert, Chief Compliance Officer
BLUE MOUNTAIN CREDIT GP, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By:  

/s/ ERIC M. ALBERT

Name: Eric M. Albert, Chief Compliance Officer
BLUE MOUNTAIN CA MASTER FUND GP, LTD.
By:  

/s/ ANDREW FELDSTEIN

Name: Andrew Feldstein, Director
BLUE MOUNTAIN CREDIT ALTERNATIVES MASTER FUND L.P.BY: BLUE MOUNTAIN CA MASTER FUND GP, LTD.
By:  

/s/ ANDREW FELDSTEIN

Name: Andrew Feldstein, Director
BLUEMOUNTAIN LONG/SHORT CREDIT GP, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By:  

/s/ ERIC M. ALBERT

Name: Eric M. Albert, Chief Compliance Officer


BLUEMOUNTAIN GUADALUPE PEAK FUND L.P.
BY: BLUEMOUNTAIN LONG/SHORT CREDIT GP, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By:  

/s/ ERIC M. ALBERT

Name: Eric M. Albert, Chief Compliance Officer
BLUEMOUNTAIN TIMBERLINE LTD.
By:  

/s/ ANDREW FELDSTEIN

Name: Andrew Feldstein, Director
BLUEMOUNTAIN KICKING HORSE FUND GP, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By:  

/s/ ERIC M. ALBERT

Name: Eric M. Albert, Chief Compliance Officer
BLUEMOUNTAIN KICKING HORSE FUND L.P.
BY: BLUEMOUNTAIN KICKING HORSE FUND GP, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By:  

/s/ ERIC M. ALBERT

Name: Eric M. Albert, Chief Compliance Officer
BLUEMOUNTAIN CREDIT OPPORTUNITIES GP I, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By:  

/s/ ERIC M. ALBERT

Name: Eric M. Albert, Chief Compliance Officer
BLUEMOUNTAIN CREDIT OPPORTUNITIES MASTER FUND I L.P.
BY: BLUEMOUNTAIN CREDIT OPPORTUNITIES GP I, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By:  

/s/ ERIC M. ALBERT

Name: Eric M. Albert, Chief Compliance Officer
BLUEMOUNTAIN DISTRESSED GP, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By:  

/s/ ERIC M. ALBERT

Name: Eric M. Albert, Chief Compliance Officer


BLUEMOUNTAIN DISTRESSED MASTER FUND L.P.
BY: BLUEMOUNTAIN DISTRESSED GP, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By:  

/s/ ERIC M. ALBERT

Name: Eric M. Albert, Chief Compliance Officer
BLUEMOUNTAIN MONTENVERS GP S.à r.l.
By:  

/s/ ERIC M. ALBERT

Name: Eric M. Albert, Chief Compliance Officer
BLUEMOUNTAIN MONTENVERS MASTER FUND SCA SICAV-SIF
BY: BLUEMOUNTAIN MONTENVERS GP S.à r.l.
By:  

/s/ ERIC M. ALBERT

Name: Eric M. Albert, Chief Compliance Officer
BLUEMOUNTAIN STRATEGIC CREDIT GP, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By:  

/s/ ERIC M. ALBERT

Name: Eric M. Albert, Chief Compliance Officer
BLUEMOUNTAIN STRATEGIC CREDIT MASTER FUND L.P.
BY: BLUEMOUNTAIN STRATEGIC CREDIT GP, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By:  

/s/ ERIC M. ALBERT

Name: Eric M. Albert, Chief Compliance Officer
BLUEMOUNTAIN SUMMIT OPPORTUNITIES GP II, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By:  

/s/ ERIC M. ALBERT

Name: Eric M. Albert, Chief Compliance Officer
BLUEMOUNTAIN SUMMIT TRADING L.P.
BY: BLUEMOUNTAIN SUMMIT OPPORTUNITIES GP II, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By:  

/s/ ERIC M. ALBERT

Name: Eric M. Albert, Chief Compliance Officer