0001013594-15-000548.txt : 20151026 0001013594-15-000548.hdr.sgml : 20151026 20151026152233 ACCESSION NUMBER: 0001013594-15-000548 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20151026 DATE AS OF CHANGE: 20151026 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AEROJET ROCKETDYNE HOLDINGS, INC. CENTRAL INDEX KEY: 0000040888 STANDARD INDUSTRIAL CLASSIFICATION: GUIDED MISSILES & SPACE VEHICLES & PARTS [3760] IRS NUMBER: 340244000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-16268 FILM NUMBER: 151174971 BUSINESS ADDRESS: STREET 1: 2001 AEROJET ROAD CITY: RANCHO CORDOVA STATE: CA ZIP: 95742 BUSINESS PHONE: 916-355-4000 MAIL ADDRESS: STREET 1: 2001 AEROJET ROAD CITY: RANCHO CORDOVA STATE: CA ZIP: 95742 FORMER COMPANY: FORMER CONFORMED NAME: GENCORP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL TIRE & RUBBER CO DATE OF NAME CHANGE: 19840330 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KINGSTOWN CAPITAL PARTNERS, LLC CENTRAL INDEX KEY: 0001418673 IRS NUMBER: 743125312 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 535 MADISON AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-319-1309 MAIL ADDRESS: STREET 1: 535 MADISON AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 aerojet13d-102615.htm OCTOBER 26, 2015
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D - 101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. )*
Aerojet Rocketdyne Holdings, Inc.
(Name of Issuer)
Common Shares, $0.10 par value
(Title of Class of Securities)
007800 10 5
(CUSIP Number)
Christopher P. Davis, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
Tel:  (212) 986-6000
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 22, 2015
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [X].
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 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).

1.
NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Kingstown Partners Master Ltd.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [ ]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS
   
 
WC
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
   
 
2,436,263
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
2,436,263
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
2,436,263
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
 EXCLUDES CERTAIN SHARES    [ ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
3.8%
   
14.
TYPE OF REPORTING PERSON
   
 
CO


1.
NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Kingstown Partners II, L.P.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [ ]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS
   
 
WC
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
0
   
8.
SHARED VOTING POWER
   
 
458,926
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
458,926
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
458,926
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
 EXCLUDES CERTAIN SHARES    [ ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
Less than 1%
   
14.
TYPE OF REPORTING PERSON
   
 
PN


1.
NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Ktown, LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [ ]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS
   
 
WC
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
0
   
8.
SHARED VOTING POWER
   
 
604,811
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
604,811
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
604,811
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
 EXCLUDES CERTAIN SHARES    [ ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
Less than 1%
   
14.
TYPE OF REPORTING PERSON
   
 
PN

.

1.
NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Kingstown Capital Partners, LLC
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [ ]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS
   
 
AF
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
0
   
8.
SHARED VOTING POWER
   
 
3,500,000
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
3,500,000
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
3,500,000
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
 EXCLUDES CERTAIN SHARES    [ ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
5.5%
   
14.
TYPE OF REPORTING PERSON
   
 
OO


1.
NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Kingstown Capital Management L.P.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [ ]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS
   
 
AF
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
0
   
8.
SHARED VOTING POWER
   
 
3,500,000
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
3,500,000
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
3,500,000
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
 EXCLUDES CERTAIN SHARES    [ ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
5.5%
   
14.
TYPE OF REPORTING PERSON
   
 
PN


1.
NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Kingstown Management GP LLC
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [ ]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS
   
 
AF
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
0
   
8.
SHARED VOTING POWER
   
 
3,500,000
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
3,500,000
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
3,500,000
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
 EXCLUDES CERTAIN SHARES    [ ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
5.5%
   
14.
TYPE OF REPORTING PERSON
   
 
OO


1.
NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Michael Blitzer
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [ ]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS
   
 
AF
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
USA
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
0
   
8.
SHARED VOTING POWER
   
 
3,500,000
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
3,500,000
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
3,500,000
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
 EXCLUDES CERTAIN SHARES    [ ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
5.5%
   
14.
TYPE OF REPORTING PERSON
   
 
IN


1.
NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Guy Shanon
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [ ]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS
   
 
AF
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
USA
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
0
   
8.
SHARED VOTING POWER
   
 
3,500,000
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
3,500,000
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
3,500,000
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
 EXCLUDES CERTAIN SHARES    [ ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
5.5%
   
14.
TYPE OF REPORTING PERSON
   
 
IN


The following constitutes the Schedule 13D filed by the undersigned (the "Schedule 13D").
Item 1. Security and Issuer.
This statement relates to the Class A common stock, par value $0.001 per share (the "Shares"), of Aerojet Rocketdyne Holdings, Inc., a Delaware corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 2001 Aerojet Road, Rancho Cordova, California 95742.
Item 2. Identity and Background.
(a)            This statement is filed by Kingstown Capital Management L.P., a Delaware limited partnership ("Kingstown Capital"), Kingstown Management GP LLC, a Delaware limited liability company ("Kingstown Management"), Kingstown Capital Partners, LLC, a Delaware limited liability company ("General Partner"), Kingstown Partners Master Ltd., a Cayman Islands corporation ("Master Fund"), Kingstown Partners II, L.P., a Delaware limited partnership ("Fund II"), Ktown, LP, a Delaware limited partnership ("Ktown," and together with Master Fund and Fund II, the "Funds"), Michael Blitzer and Guy Shanon. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of the Reporting Persons is party to that certain Joint Filing Agreement as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
General Partner is the general partner of each of the Funds. Kingstown Capital is the investment manager of each of the Funds. Kingstown Management is the general partner of Kingstown Capital. Each of Mr. Blitzer and Mr. Shanon is a managing member of Kingstown Management. By virtue of these relationships, each of General Partner, Kingstown Capital, Kingstown Management, Mr. Blitzer and Mr. Shanon may be deemed to beneficially own the Shares owned by the Funds.
(b)            The principal business address of each of General Partner, Kingstown Capital, Kingstown Management, Fund II, Ktown, Michael Blitzer and Guy Shanon is 100 Park Ave, 21st Floor, New York, NY 10017. The principal business address of Master Fund is c/o Intertrust Corporate Services, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9005, Cayman Islands. The officers and directors of Master Fund and, to the extent that such persons are not also Reporting Persons, their principal occupations and business addresses are set forth on Schedule A and incorporated by reference in this Item 2.
(c)            The principal business of the Funds is acquiring, holding and disposing of investments in various companies. The principal business of Kingstown Capital is acting as the investment manager of each of the Funds. The principal business of Kingstown Management is acting as the general partner of Kingstown Capital. The principal business of General Partner is acting as the general partner of each of the Funds. The principal business of each of Mr. Blitzer and Mr. Shanon is acting as a managing member of Kingstown Management.
(d)            No Reporting Person, nor any person listed on Schedule A annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)            No Reporting Person, nor any person listed on Schedule A annexed hereto, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)            Master Fund is organized under the laws of the Cayman Islands. Each of Kingstown Capital, Kingstown Management, General Partner, Fund II and Ktown is organized under the laws of the State of Delaware. Messrs. Blitzer and Shanon are citizens of the United States of America. The citizenship of the persons listed on Schedule A, who are not Reporting Persons, is set forth therein.
Item 3. Source and Amount of Funds or Other Consideration.
The Shares purchased by each of the Funds were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 2,436,263 Shares owned by Master Fund is approximately $31,319,669, including brokerage commissions. The aggregate purchase price of the 458,926 Shares owned by Fund II is approximately $7,055,252, including brokerage commissions. The aggregate purchase price of the 604,811 Shares owned by Ktown is approximately $9,190,974, including brokerage commissions.
Item 4. Purpose of Transaction.
The Reporting Persons purchased the securities of the Issuer reported herein based on the Reporting Persons' belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor to (i) increase or decrease their respective positions in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable and/or (ii) enter into transactions that increase or hedge their economic exposure to the securities of the Issuer without affecting their beneficial ownership of the Shares.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed herein. The Reporting Persons intend to review their investments in the Issuer on a periodic basis and may from time to time engage in communications and discussions with management and the Board of Directors of the Issuer (the "Board") and other stockholders of the Issuer concerning, among other things, the business, operations, practices and future plans of the Issuer. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the securities of the Issuer, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their respective investments in the Issuer as they deem appropriate including, without limitation, making proposals concerning changes to the capitalization, ownership structure, Board composition or operations of the Issuer, purchasing additional securities of the Issuer, selling some or all of their securities of the Issuer, engaging in short selling of or any hedging or similar transaction with respect to the securities of the Issuer, or changing their intention with respect to any and all matters referred to in this Item 4.
Item 5. Interest in Securities of the Issuer.
(a)            The aggregate percentage of Shares reported owned by each person named herein is based upon 64,200,000 Shares outstanding as of September 30, 2015, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 13, 2015.
As of the date hereof, Master Fund owned directly 2,436,263 Shares, constituting approximately 3.8% of the Shares outstanding, Fund II owned directly 458,926 Shares, constituting less than 1% of the Shares outstanding and Ktown owned directly 604,811 Shares, constituting less than 1% of the Shares outstanding. By virtue of their respective relationships with the Funds discussed in further detail in Item 2, each of General Partner, Kingstown Capital, Kingstown Management and Messrs. Blitzer and Shanon may be deemed to beneficially own the Shares owned directly by the Funds.
(b)            Each of Master Fund, General Partner, Kingstown Capital, Kingstown Management, Mr. Blitzer and Mr. Shanon has shared voting and dispositive power over the Shares owned directly by Master Fund. Each of Ktown, General Partner, Kingstown Capital, Kingstown Management, Mr. Blitzer and Mr. Shanon has shared voting and dispositive power over the Shares owned directly by Ktown. Each of Fund II, General Partner, Kingstown Capital, Kingstown Management, Mr. Blitzer and Mr. Shanon has shared voting and dispositive power over the Shares owned directly by Fund II.
(c)            Schedule B annexed hereto lists all transactions in securities of the Issuer during the past 60 days by the Reporting Persons.
Each Reporting Person, as a member of a "group" with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
(d)            No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e)            Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
On October 26, 2015, the Reporting Persons entered into a Joint Filing Agreement (the "Joint Filing Agreement"), in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
99.1            Joint Filing Agreement, dated October 26, 2015, by and among Kingstown Capital Management L.P., Kingstown Management GP LLC, Kingstown Capital Partners, LLC, Kingstown Partners Master Ltd., Kingstown Partners II, L.P., Ktown, LP, Michael Blitzer and Guy Shanon.

SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: October 26, 2014
 
KINGSTOWN CAPITAL MANAGEMENT L.P.
     
 
By:
Kingstown Management GP LLC
its general partner
     
 
By:
  /s/ Michael Blitzer
   
Name:
Michael Blitzer
   
Title:
Managing Member


 
KINGSTOWN PARTNERS II, L.P.
     
 
By:
Kingstown Capital Partners, LLC
its general partner
     
 
By:
  /s/ Michael Blitzer
   
Name:
Michael Blitzer
   
Title:
Managing Member


 
KTOWN, LP
     
 
By:
Kingstown Capital Partners, LLC
its general partner
     
 
By:
  /s/ Michael Blitzer
   
Name:
Michael Blitzer
   
Title:
Managing Member


 
KINGSTOWN MANAGEMENT GP LLC
     
 
By:
  /s/ Michael Blitzer
   
Name:
Michael Blitzer
   
Title:
Managing Member


 
KINGSTOWN CAPITAL PARTNERS, LLC
     
 
By:
  /s/ Michael Blitzer
   
Name:
Michael Blitzer
   
Title:
Managing Member





 
KINGSTOWN PARTNERS MASTER LTD.
     
 
By:
  /s/ Michael Blitzer
   
Name:
Michael Blitzer
   
Title:
Managing Member


   /s/ Michael Blitzer
 
MICHAEL BLITZER


   /s/ Guy Shanon
 
GUY SHANON


SCHEDULE A
Directors and Officers of Kingstown Partners Master Ltd.
Name and Position
Principal Occupation
Principal Business Address
Citizenship
Michael Blitzer*
 Director
 
      
Guy Shanon*
 Director
 
      
Leon Rhule
 Director
 
Accountant
190 Elgin Avenue, George Town, Grand Cayman, CY1-9005, Cayman Islands
United Kingdom, Jamaica
* Messrs. Blitzer and Shanon are Reporting Persons and, as such, their information called for by Item 2 of Schedule 13D is set forth therein.


SCHEDULE B
Transactions of the Reporting Persons Effected During the Past 60 Days

Date of Purchase/Sale
Shares of Common Stock Purchased/(Sold)
Price Per Share ($)
 
Kingstown Partners Master Ltd.
     
08/25/15
70,340
20.5200
10/05/15
(27,419)
16.6147
     
Kingstown Partners II, L.P.
     
08/25/15
13,610
20.5200
10/05/15
(16,914)
16.6147
     
Ktown, LP
     
08/25/15
16,050
20.5200
10/05/15
44,333
16.6250




EXHIBIT 99.1
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Shares, $0.10 par value, of Aerojet Rocketdyne Holdings, Inc. dated as of October 26, 2015 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Dated: October 26, 2015
 
KINGSTOWN CAPITAL MANAGEMENT L.P.
     
 
By:
Kingstown Management GP LLC
its general partner
     
 
By:
  /s/ Michael Blitzer
   
Name:
Michael Blitzer
   
Title:
Managing Member


 
KINGSTOWN PARTNERS II, L.P.
     
 
By:
Kingstown Capital Partners, LLC
its general partner
     
 
By:
  /s/ Michael Blitzer
   
Name:
Michael Blitzer
   
Title:
Managing Member


 
KTOWN, LP
     
 
By:
Kingstown Capital Partners, LLC
its general partner
     
 
By:
  /s/ Michael Blitzer
   
Name:
Michael Blitzer
   
Title:
Managing Member


 
KINGSTOWN MANAGEMENT GP LLC
     
 
By:
  /s/ Michael Blitzer
   
Name:
Michael Blitzer
   
Title:
Managing Member


 
KINGSTOWN CAPITAL PARTNERS, LLC
     
 
By:
  /s/ Michael Blitzer
   
Name:
Michael Blitzer
   
Title:
Managing Member





 
KINGSTOWN PARTNERS MASTER LTD.
     
 
By:
  /s/ Michael Blitzer
   
Name:
Michael Blitzer
   
Title:
Managing Member


   /s/ Michael Blitzer
 
MICHAEL BLITZER


   /s/ Guy Shanon
 
GUY SHANON