0000902664-14-003859.txt : 20140919 0000902664-14-003859.hdr.sgml : 20140919 20140919134531 ACCESSION NUMBER: 0000902664-14-003859 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140919 DATE AS OF CHANGE: 20140919 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FAIRPOINT COMMUNICATIONS INC CENTRAL INDEX KEY: 0001062613 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 133725229 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80601 FILM NUMBER: 141111696 BUSINESS ADDRESS: STREET 1: 521 EAST MOREHEAD ST STREET 2: STE 250 CITY: CHARLOTTE STATE: NC ZIP: 28202 BUSINESS PHONE: 7043448150 MAIL ADDRESS: STREET 1: 521 EAST MOREHEAD ST STREET 2: STE 250 CITY: CHARLOTTE STATE: NC ZIP: 28202 FORMER COMPANY: FORMER CONFORMED NAME: MJD COMMUNICATIONS INC DATE OF NAME CHANGE: 19980527 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDENTREE ASSET MANAGEMENT LP CENTRAL INDEX KEY: 0001278951 IRS NUMBER: 134118850 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 300 PARK AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128473500 MAIL ADDRESS: STREET 1: 300 PARK AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 p14-1931sc13g.htm GOLDENTREE ASSET MANAGEMENT LP

 

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

FairPoint Communications, Inc.

(Name of Issuer)
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

305560302

(CUSIP Number)
 

September 9, 2014

(Date of Event Which Requires Filing of This Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-1(b)
X Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 9 Pages)

 

______________________________

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

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

 
CUSIP No. 30556030213GPage 2 of 9 Pages

 

1

NAME OF REPORTING PERSON

GOLDENTREE ASSET MANAGEMENT LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) X

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

 

6

SHARED VOTING POWER

1,422,263

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

1,422,263

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,422,263

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.33%

12

TYPE OF REPORTING PERSON

IA

         

 

 
CUSIP No. 30556030213GPage 3 of 9 Pages

 

 

1

NAME OF REPORTING PERSON

GOLDENTREE ASSET MANAGEMENT LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) X

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

 

6

SHARED VOTING POWER

1,422,263

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

1,422,263

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,422,263

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.33%

12

TYPE OF REPORTING PERSON

OO

         

 
CUSIP No. 30556030213GPage 4 of 9 Pages

 

1

NAME OF REPORTING PERSON

STEVEN A. TANANBAUM

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) X

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

 

6

SHARED VOTING POWER

1,422,263

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

1,422,263

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,422,263

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.33%

12

TYPE OF REPORTING PERSON

IN

         
 
CUSIP No. 30556030213GPage 5 of 9 Pages

Item 2(a). NAME OF ISSUER
   
  The name of the issuer is FairPoint Communications, Inc. (the “Company”).

 

Item 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
   
  The Company’s principal executive offices are located at 521 East Morehead Street, Suite 500, Charlotte, NC 28202.

 

Item 3(a). NAME OF PERSON FILING
   
  This statement is filed by:
     
    (i) GoldenTree Asset Management LP, a Delaware limited Partnership registered as an investment adviser with the U.S. Securities and Exchange Commission (the “Investment Manager”), which serves as the investment manager of certain investment funds and managed accounts (collectively, the “Funds”);
     
    (ii) GoldenTree Asset Management LLC, a Delaware limited liability company (“IMGP”), which serves as the general partner of the Investment Manager; and
     
    (iii) Mr. Steven A. Tananbaum (“Mr. Tananbaum”), who serves as the managing member of IMGP.
     
  The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
   
  The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Stock (as defined below) reported herein.  

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
   
  The address of the business office of each of the Reporting Persons is 300 Park Avenue, 21st Floor, New York, NY 10022.

 

Item 2(c). CITIZENSHIP
   
  The Investment Manager and IMGP are organized under the laws of the State of Delaware.  Mr. Tananbaum is a United States citizen.

 

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

 

Item 2(e). CUSIP NUMBER
   
  305560302

 

 
CUSIP No. 30556030213GPage 6 of 9 Pages

 

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
  (g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
  (h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
  (i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

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

 

Item 4. OWNERSHIP
   
  The percentages used herein and in the rest of this Schedule 13G are calculated based upon the 26,705,433 shares of Common Stock issued and outstanding as of August 1, 2014 as reflected in the Company’s Form 10-Q for the quarterly period ended June 30, 2014.
   
  The information required by Items 4(a) – (c) is set forth in Rows 5-11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.

 

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

 

 
CUSIP No. 30556030213GPage 7 of 9 Pages

 

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   
  The Investment Manager is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, as amended.  The business of Investment Manager is the rendering of financial services and as such it provides discretionary investment advisory services to each of the Funds.  In such capacity, the Investment Manager has the power to make decisions regarding the dispositions of the proceeds from the sale of the foregoing Common Stock.  Under the rules promulgated by the Securities and Exchange Commission, the Investment Manager and the managing member of the IMGP (Mr. Tananbaum) may be considered “beneficial owners” of securities acquired by the Funds.  The Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock reported in this Schedule 13G.

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
   
  Not applicable.

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
   
  See Item 2.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP
   
  Not applicable.

 

Item 10. CERTIFICATION

 

  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 
CUSIP No. 30556030213GPage 8 of 9 Pages

 

SIGNATURES

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

DATE: September 19, 2014

 

     
     
     
/s/ Steven A. Tananbaum    
Steven A. Tananbaum, as attorney-in-fact for the Reporting Persons    
     
     
     
     
     
     

 

 
CUSIP No. 30556030213GPage 9 of 9 Pages

 

EXHIBIT 1

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

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATE: September 19, 2014

 

     
     
     
/s/ Steven A. Tananbaum    
Steven A. Tananbaum, as attorney-in-fact for the Reporting Persons