0000905148-12-000477.txt : 20120214 0000905148-12-000477.hdr.sgml : 20120214 20120214163119 ACCESSION NUMBER: 0000905148-12-000477 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DORAL FINANCIAL CORP CENTRAL INDEX KEY: 0000840889 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] IRS NUMBER: 660312162 STATE OF INCORPORATION: PR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39891 FILM NUMBER: 12610498 BUSINESS ADDRESS: STREET 1: 1451 FRANKLIN D ROOSEVELT AVENUE CITY: SAN JUAN STATE: PR ZIP: 00920-2717 BUSINESS PHONE: 787-474-6700 MAIL ADDRESS: STREET 1: 1451 FRANKLIN D ROOSEVELT AVE STREET 2: AVENUE F D ROOSEVELT 1159 CITY: SAN JUAN STATE: PR ZIP: 00920-2717 FORMER COMPANY: FORMER CONFORMED NAME: FIRST FINANCIAL CARIBBEAN CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Anchorage Capital Group, L.L.C. CENTRAL INDEX KEY: 0001300714 IRS NUMBER: 200042271 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 610 BROADWAY STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10012 BUSINESS PHONE: 212-610-9077 MAIL ADDRESS: STREET 1: 610 BROADWAY STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10012 FORMER COMPANY: FORMER CONFORMED NAME: Anchorage Advisors, LLC DATE OF NAME CHANGE: 20040817 SC 13G/A 1 efc12-90_sc13ga.htm efc12-90_sc13ga.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
DORAL FINANCIAL CORPORATION
(Name of Issuer)
 
          Common Stock, $0.01 par value per share           
(Title of Class of Securities)
 
25811P886
(CUSIP Number)
 
           December 31, 2011         
(Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[X]           Rule 13d-1(b)
 
[   ]           Rule 13d-1(c)
 
[   ]           Rule 13d-1(d)
 
* 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).
 

Continued on following pages
Page 1 of 11 Pages
Exhibit Index:  Page 10
 

 
 
 
 
 
SCHEDULE 13G
CUSIP No. :  25811P886
  
Page 2 of 11 Pages

1.
Names of Reporting Persons.
 
ANCHORAGE CAPITAL GROUP, L.L.C.
2.
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(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
0
6.
 
Shared Voting Power
5,826,298
7.
 
Sole Dispositive Power
0
8.
 
Shared Dispositive Power
5,826,298
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
5,826,298
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
Percent of Class Represented by Amount in Row (9)
 
4.5%
12.
Type of Reporting Person:
 
OO, IA

 
 
 

SCHEDULE 13G
CUSIP No. :  25811P886
  
Page 3 of 11 Pages

1.
Names of Reporting Persons.
 
ANCHORAGE ADVISORS MANAGEMENT, L.L.C.
2.
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(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
0
6.
 
Shared Voting Power
5,826,298
7.
 
Sole Dispositive Power
0
8.
 
Shared Dispositive Power
5,826,298
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
5,826,298
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
Percent of Class Represented by Amount in Row (9)
 
4.5%
12.
Type of Reporting Person:
 
OO, HC


 
 
 

SCHEDULE 13G
CUSIP No. :  25811P886
  
Page 4 of 11 Pages

1.
Names of Reporting Persons.
 
ANTHONY L. DAVIS
2.
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(b) [   ]
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
United States of America
 
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
5.
 
Sole Voting Power
0
6.
 
Shared Voting Power
5,826,298
7.
 
Sole Dispositive Power
0
8.
 
Shared Dispositive Power
5,826,298
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
5,826,298
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
Percent of Class Represented by Amount in Row (9)
 
4.5%
12.
Type of Reporting Person:
 
IN, HC


 
 
 

SCHEDULE 13G
CUSIP No. :  25811P886
  
Page 5 of 11 Pages

1.
Names of Reporting Persons.
 
KEVIN M. ULRICH
2.
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(b) [   ]
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
Canada
 
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
5.
 
Sole Voting Power
0
6.
 
Shared Voting Power
5,826,298
7.
 
Sole Dispositive Power
0
8.
 
Shared Dispositive Power
5,826,298
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
5,826,298
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
Percent of Class Represented by Amount in Row (9)
 
4.5%
12.
Type of Reporting Person:
 
IN, HC


 
 
 


   
Page 6 of 11 Pages
 
Item 1(a).
Name of Issuer:

 
Doral Financial Corporation (the “Issuer”)

Item 1(b).
Address of Issuer’s Principal Executive Offices:

 
1451 Franklin D. Roosevelt Avenue, San Juan, Puerto Rico  00920-2717

Item 2(a).
Name of Person Filing:

This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

 
i) Anchorage Capital Group, L.L.C. ("Capital Group");

 
ii) Anchorage Advisors Management, L.L.C. ("Management");

 
iii) Anthony L. Davis ("Mr. Davis"); and

 
iv) Kevin M. Ulrich ("Mr. Ulrich").

This statement relates to Shares (as defined herein) held for the account of Anchorage Capital Master Offshore, Ltd., a Cayman Islands exempted company incorporated with limited liability (“Anchorage Offshore”).  Capital Group is the investment advisor to Anchorage Offshore.  Management is the sole managing member of Capital Group.  Mr. Davis is the President of Capital Group and a managing member of Management, and Mr. Ulrich is the Chief Executive Officer of Capital Group and the other managing member of Management.

Item 2(b).
Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each of the Reporting Persons is 610 Broadway, 6th Floor, New York, NY 10012.

Item 2(c).
Citizenship:

 
1) Capital Group is a Delaware limited liability company;

 
2) Management is a Delaware limited liability company;

 
3) Mr. Davis is a citizen of the United States of America; and

 
4) Mr. Ulrich is a citizen of Canada.

 
 
 
 
 
   
Page 7 of 11 Pages
 
Item 2(d).
Title of Class of Securities:

 
Common Stock, $0.01 par value per share (the “Shares”)
 
Item 2(e).
CUSIP Number:

 
25811P886

Item 3.
If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
Check Whether the Person Filing is a:

 
(e) [X] An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
 
 
(g) [X] A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
 
Item 4.
Ownership:

Item 4(a)
Amount Beneficially Owned:

As of December 31, 2011, each of the Reporting Persons may be deemed the beneficial owner of 5,826,298 Shares held for the account of Anchorage Offshore, including 14,206 Shares which may be obtained upon conversion of 45,200 shares of the Issuer’s preferred stock (on a basis of 1 share of preferred stock to 0.3143 Shares).

Item 4(b)
Percent of Class:
 
As of December 31, 2011, each of the Reporting Persons may be deemed the beneficial owner of approximately 4.5% of Shares outstanding. (There were 128,295,756 Shares outstanding as of December 31, 2011, according to the Issuer’s prospectus on Form 424B3, filed January 23, 2012. Each of the Reporting Persons may be deemed the beneficial owner of 14,206 Shares upon conversion of the Issuer’s preferred stock. Pursuant to Rule 13d-3(d)(1)(i)(D), such Shares have been added to the Issuer's number of Shares outstanding for the purpose of calculating the beneficial ownership percentage herein, for a total of 128,309,962 Shares outstanding.)
 
Item 4(c) Number of Shares of which such person has:
 
Capital Group, Management, Mr. Davis, Mr Ulrich:
 
(i) Sole power to vote or direct the vote:
 
0
(ii) Shared power to vote or direct the vote:
 
5,826,298
(iii) Sole power to dispose or direct the disposition of:
 
0
(iv) Shared power to dispose or direct the disposition of:
 
5,826,298
 
Item 5.
Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
 
 
 
 
 
 
 
 
 
   
Page 8 of 11 Pages

Item 6.
Ownership of More than Five Percent on Behalf of Another Person:
 
See disclosure in Items 2 and 4 hereof.  Anchorage Offshore has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this statement that may be deemed to be beneficially owned by the Reporting Persons. 
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

 
See disclosure in Item 2 hereof.

Item 8.
Identification and Classification of Members of the Group:

 
This Item 8 is not applicable.

Item 9.
Notice of Dissolution of Group:

 
This Item 9 is not applicable.

Item 10.
Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

 
 
 
 
   
Page 9 of 11 Pages

 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
  ANCHORAGE CAPITAL GROUP, L.L.C.  
       
  By:
Anchorage Advisors Management, L.L.C.,
its  Managing Member
  
       
  By: /s/ Kevin M. Ulrich  
  Name: Kevin M. Ulrich  
  Title: Managing Member  
       
 
  ANCHORAGE ADVISORS MANAGEMENT, L.L.C.  
       
  By: /s/ Kevin M. Ulrich  
  Name: Kevin M. Ulrich  
  Title: Managing Member  
       
 
  ANTHONY L. DAVIS  
     
 
 /s/ Anthony L. Davis  
       
 
  KEVIN M. ULRICH  
     
 
 /s/ Kevin M. Ulrich  
       
 
February 14, 2012
 
 
 
 
 
 
 
 
Page 10 of 11 Pages

  
EXHIBIT INDEX
 
Ex.
  
Page No.
 
A
Joint Filing Agreement
11
 

 
 
 
 
 
 
 
 
   
Page 11 of 11 Pages
 
EXHIBIT A
 
JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Doral Financial Corporation dated as of February 14, 2012 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
 
 
  ANCHORAGE CAPITAL GROUP, L.L.C.  
       
  By:
Anchorage Advisors Management, L.L.C.,
its  Managing Member
  
       
  By: /s/ Kevin M. Ulrich  
  Name: Kevin M. Ulrich  
  Title: Managing Member  
       
 
  ANCHORAGE ADVISORS MANAGEMENT, L.L.C.  
       
  By: /s/ Kevin M. Ulrich  
  Name: Kevin M. Ulrich  
  Title: Managing Member  
       
 
  ANTHONY L. DAVIS  
     
 
 /s/ Anthony L. Davis  
       
 
  KEVIN M. ULRICH  
     
 
 /s/ Kevin M. Ulrich  
       
 
February 14, 2012