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 persons 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 Issuers 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 Issuers 42,451,096 shares of Common Stock outstanding as of March 29, 2017, as reported on the Issuers 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 representatives 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)
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 Companys 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. OMARA | |
Name: David M. OMara | ||
Title: Deputy General Counsel | ||
BlueMountain Distressed Master Fund L.P. | ||
By: BlueMountain Capital Management, LLC, its Investment Manager | ||
By: | /s/ DAVID M. OMARA | |
Name: David M. OMara | ||
Title: Deputy General Counsel | ||
BlueMountain Guadalupe Peak Fund L.P. | ||
By: BlueMountain Capital Management, LLC, its Investment Manager | ||
By: | /s/ DAVID M. OMARA | |
Name: David M. OMara | ||
Title: Deputy General Counsel | ||
BlueMountain Montenvers Master Fund SCA SICAV-SIF | ||
By: BlueMountain Capital Management, LLC, its Investment Manager | ||
By: | /s/ DAVID M. OMARA | |
Name: David M. OMara | ||
Title: Deputy General Counsel | ||
BlueMountain Summit Trading L.P. | ||
By: BlueMountain Capital Management, LLC, its Investment Manager | ||
By: | /s/ DAVID M. OMARA | |
Name: David M. OMara | ||
Title: Deputy General Counsel | ||
BlueMountain Credit Opportunities Master Fund I L.P. | ||
By: BlueMountain Capital Management, LLC, its Investment Manager | ||
By: | /s/ DAVID M. OMARA | |
Name: David M. OMara | ||
Title: Deputy General Counsel |
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BlueMountain Kicking Horse L.P. | ||
By: BlueMountain Capital Management, LLC, its Investment Manager | ||
By: | /s/ DAVID M. OMARA | |
Name: David M. OMara | ||
Title: Deputy General Counsel | ||
BlueMountain Strategic Credit Master Fund L.P. | ||
By: BlueMountain Capital Management, LLC, its Investment Manager | ||
By: | /s/ DAVID M. OMARA | |
Name: David M. OMara | ||
Title: Deputy General Counsel | ||
BlueMountain Timberline Ltd. | ||
By: BlueMountain Capital Management, LLC, its Investment Manager | ||
By: | /s/ DAVID M. OMARA | |
Name: David M. OMara | ||
Title: Deputy General Counsel |
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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 |
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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 | |||||||||||||||
|
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|
|
|
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Total |
1,212,417 | 1,212,417 | 0 | 1,212,417 | $ | 13,033,482.75 | ||||||||||||||||||
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7
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 |