0001193125-17-376756.txt : 20171222 0001193125-17-376756.hdr.sgml : 20171222 20171221182909 ACCESSION NUMBER: 0001193125-17-376756 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20171222 DATE AS OF CHANGE: 20171221 GROUP MEMBERS: BLUEMOUNTAIN CREDIT OPPORTUNITIES GP I, LLC GROUP MEMBERS: BLUEMOUNTAIN CREDIT OPPORTUNITIES MASTER FUND I L.P. GROUP MEMBERS: BLUEMOUNTAIN DISTRESSED GP, LLC GROUP MEMBERS: BLUEMOUNTAIN DISTRESSED MASTER FUND L.P. GROUP MEMBERS: BLUEMOUNTAIN GP HOLDINGS, LLC GROUP MEMBERS: BLUEMOUNTAIN GUADALUPE PEAK FUND L.P. GROUP MEMBERS: BLUEMOUNTAIN KICKING HORSE FUND GP, LLC GROUP MEMBERS: BLUEMOUNTAIN KICKING HORSE FUND L.P. GROUP MEMBERS: BLUEMOUNTAIN LONG/SHORT CREDIT GP, LLC GROUP MEMBERS: BLUEMOUNTAIN MONTENVERS GP S.A.R.L. GROUP MEMBERS: BLUEMOUNTAIN MONTENVERS MASTER FUND SCA SICAV-SIF GROUP MEMBERS: BLUEMOUNTAIN STRATEGIC CREDIT GP, LLC GROUP MEMBERS: BLUEMOUNTAIN STRATEGIC CREDIT MASTER FUND L.P. GROUP MEMBERS: BLUEMOUNTAIN SUMMIT OPPORTUNITIES GP II, LLC GROUP MEMBERS: BLUEMOUNTAIN SUMMIT TRADING L.P. GROUP MEMBERS: BLUEMOUNTAIN TIMBERLINE LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Gener8 Maritime, Inc. CENTRAL INDEX KEY: 0001443799 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 660716485 STATE OF INCORPORATION: 1T FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84383 FILM NUMBER: 171270562 BUSINESS ADDRESS: STREET 1: 299 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10171 BUSINESS PHONE: (212) 763-5600 MAIL ADDRESS: STREET 1: 299 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10171 FORMER COMPANY: FORMER CONFORMED NAME: General Maritime Corp / MI DATE OF NAME CHANGE: 20081211 FORMER COMPANY: FORMER CONFORMED NAME: Galileo Holding CORP DATE OF NAME CHANGE: 20080825 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BlueMountain Capital Management, LLC CENTRAL INDEX KEY: 0001427430 IRS NUMBER: 261523875 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 905-3900 MAIL ADDRESS: STREET 1: 280 PARK AVENUE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 d510584dsc13da.htm SC 13D/A SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

 

 

GENER8 MARITIME, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

Y268891081

(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)

December 20, 2017

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

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

 

 

 

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

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“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).

 

1  The Common Stock has no CUSIP number. The CINS number for the Ordinary Shares is Y26889108.

 

 

 


CUSIP No. Y26889108

 

  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, SC

  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

 

7,842,904

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

7,842,904

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,842,904

12  

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

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.5% (1)

14  

TYPE OF REPORTING PERSON (See instructions)

 

IA

 

 

(1) The percentage set forth in Row 13 of this Cover Page is based on the 82,988,946 shares of Common Stock (as defined in Item 1) outstanding as of November 3, 2017, as reported on Form 10-Q (as defined in Item 5).


CUSIP No. Y26889108

 

  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, SC

  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

 

5,324,887

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

5,324,887

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,324,887

12  

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

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.4% (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 82,988,946 shares of Common Stock outstanding as of November 3, 2017, as reported on Form 10-Q.


CUSIP No. Y26889108

 

  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, SC

  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

 

332,991

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

332,991

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

332,991

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% (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 82,988,946 shares of Common Stock outstanding as of November 3, 2017, as reported on Form 10-Q.


CUSIP No. Y26889108

 

  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, SC

  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

 

332,991

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

332,991

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

332,991

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% (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 82,988,946 shares of Common Stock outstanding as of November 3, 2017, as reported on Form 10-Q.


CUSIP No. Y26889108

 

  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, SC

  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

 

1,179,786

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

1,179,786

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,179,786

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% (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 82,988,946 shares of Common Stock outstanding as of November 3, 2017, as reported on Form 10-Q.


CUSIP No. Y26889108

 

  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, SC

  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

 

1,179,786

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

1,179,786

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,179,786

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% (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 82,988,946 shares of Common Stock outstanding as of November 3, 2017, as reported on Form 10-Q.


CUSIP No. Y26889108

 

  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, SC

  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

 

58,045

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

58,045

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

58,045

12  

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

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.1% (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 82,988,946 shares of Common Stock outstanding as of November 3, 2017, as reported on Form 10-Q.


CUSIP No. Y26889108

 

  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, SC

  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

 

58,045

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

58,045

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

58,045

12  

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

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.1% (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 82,988,946 shares of Common Stock outstanding as of November 3, 2017, as reported on Form 10-Q.


CUSIP No. Y26889108

 

  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, SC

  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

 

178,264

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

178,264

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

178,264

12  

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

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.2% (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 82,988,946 shares of Common Stock outstanding as of November 3, 2017, as reported on Form 10-Q.


CUSIP No. Y26889108

 

  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, SC

  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

 

178,264

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

178,264

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

178,264

12  

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

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.2% (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 82,988,946 shares of Common Stock outstanding as of November 3, 2017, as reported on Form 10-Q.


CUSIP No. Y26889108

 

  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, SC

  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

 

405,334

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

405,334

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

405,334

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% (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 82,988,946 shares of Common Stock outstanding as of November 3, 2017, as reported on Form 10-Q.


CUSIP No. Y26889108

 

  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, SC

  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

 

405,334

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

405,334

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

405,334

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% (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 82,988,946 shares of Common Stock outstanding as of November 3, 2017, as reported on Form 10-Q.


CUSIP No. Y26889108

 

  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, SC

  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

 

928,882

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

928,882

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

928,882

12  

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

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.1% (1)

14  

TYPE OF REPORTING PERSON (See instructions)

 

CO

 

 

(1) The percentage set forth in Row 13 of this Cover Page is based on the 82,988,946 shares of Common Stock outstanding as of November 3, 2017, as reported on Form 10-Q.


CUSIP No. Y26889108

 

  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, SC

  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

 

101,020

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

101,020

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

101,020

12  

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

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.1% (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 82,988,946 shares of Common Stock outstanding as of November 3, 2017, as reported on Form 10-Q.


CUSIP No. Y26889108

 

  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, SC

  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

 

101,020

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

101,020

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

101,020

12  

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

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.1% (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 82,988,946 shares of Common Stock outstanding as of November 3, 2017, as reported on Form 10-Q.


CUSIP No. Y26889108

 

  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, SC

  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

 

1,589,135

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

1,589,135

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,589,135

12  

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

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.9% (1)

14  

TYPE OF REPORTING PERSON (See instructions)

 

CO

 

 

(1) The percentage set forth in Row 13 of this Cover Page is based on the 82,988,946 shares of Common Stock outstanding as of November 3, 2017, as reported on Form 10-Q.


CUSIP No. Y26889108

 

  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, SC

  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

 

1,589,135

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

1,589,135

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,589,135

12  

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

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.9% (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 82,988,946 shares of Common Stock outstanding as of November 3, 2017, as reported on Form 10-Q.


CUSIP No. Y26889108

 

Item 1. Security of the Issuer.

This Amendment No. 1 amends the Schedule 13D filed with the Securities Exchange Commission (the “SEC”) on July 2, 2015 (the “Schedule 13D”), relating to the shares of Common Stock, par value $0.01 per share (the “Common Stock”), of Gener8 Maritime, Inc., a Marshall Islands corporation (the “Issuer”). The Issuer’s principal executive office is located at 299 Park Avenue, 2nd Floor, New York, New York 10171. Unless specifically amended hereby, the disclosures set forth in the Schedule 13D remain unchanged.

Item 2. Identity and Background.

Paragraphs (a), (b), (c) and (f) of Item 2 of the Schedule 13D are hereby deleted and replaced with the following:

(a-c) This Statement is being filed by the following beneficial owners of Common Stock (each, a “Reporting Person”):

 

  (i) BlueMountain Guadalupe Peak Fund L.P., a Delaware limited partnership (“BMGP”), with respect to the Common Stock directly owned by it;

 

  (ii) BlueMountain Long/Short Credit GP, LLC, a Delaware limited liability company (“BMGP GP”), with respect to the Common Stock directly owned by BMGP;

 

  (iii) BlueMountain Credit Opportunities Master Fund I, L.P., a Cayman Islands exempted limited partnership (“BMCO”), with respect to the Common Stock directly owned by it;

 

  (iv) BlueMountain Credit Opportunities GP I, LLC, a Delaware limited liability company (“BMCO GP”), with respect to the Common Stock directly owned by BMCO;

 

  (v) BlueMountain Distressed Master Fund L.P., a Cayman Islands exempted limited partnership (“BMD”), with respect to the Common Stock directly owned by it;

 

  (vi) BlueMountain Distressed GP, LLC, a Delaware limited liability company (“BMD GP”), with respect to the Common Stock directly owned by BMD;

 

  (vii) BlueMountain Strategic Credit Master Fund L.P., a Cayman Islands exempted limited partnership (“BMSC”), with respect to the Common Stock directly owned by it;

 

  (viii) BlueMountain Strategic Credit GP, LLC, a Delaware limited liability company (“BMSC GP”), with respect to the Common Stock directly owned by BMSC;

 

  (ix) BlueMountain Kicking Horse Fund, L.P., a Cayman Islands exempted limited partnership (“BMKH”), with respect to the Common Stock directly owned by it;

 

  (x) BlueMountain Kicking Horse Fund GP, LLC, a Delaware limited liability company (“BMKH GP”), with respect to the Common Stock directly owned by BMKH;

 

  (xi) BlueMountain Timberline Ltd., a Cayman Islands exempted limited company (“BMT”), with respect to the Common Stock directly owned by it;

 

  (xii) BlueMountain Summit Trading L.P., a Delaware limited partnership (“BMST” and, together with BMGP, BMCO, BMD, BMSC and BMKH, the “Partnerships”), with respect to the Common Stock directly owned by it;

 

  (xiii) BlueMountain Summit Opportunities GP II, LLC, a Delaware limited liability company (“BMST GP” and, together with BMGP GP, BMCO GP, BMD GP, BMSC GP and BMKH GP, the “General Partners”), with respect to the Common Stock directly owned by BMST;

 

  (xiv) BlueMountain Montenvers Master Fund SCA SICAV-SIF, an investment company with variable share capital organized as a specialized investment fund in the form of a corporate partnership limited by shares under the laws of Luxembourg (“BMM” and, together with the Partnerships and BMT, the “BlueMountain Funds”), with respect to the Common Stock directly owned by it;

 

  (xv) BlueMountain Montenvers GP S.à r.l., a private limited company incorporated under the laws of Luxembourg (“BMM GP”), with respect to the Common Stock directly owned by BMM;


CUSIP No. Y26889108

 

  (xvi) BlueMountain GP Holdings, LLC, a Delaware limited liability company (“GP Holdings”), which serves as the sole owner of each of the General Partners, with respect to the Common Stock directly owned by each of the Partnerships; and

 

  (xvii) BlueMountain Capital Management, LLC, a Delaware limited liability company (“BMCM” or the “Investment Manager”), which is the beneficial owner of 3,069,447 shares of Common Stock, serves as investment manager to the BlueMountain Funds and has investment discretion with respect to the Common Stock directly owned by the BlueMountain Funds.

The principal business of: (i) each of the BlueMountain Funds is to serve as a private investment fund; (ii) each of the General Partners and BMM GP is to serve as the general partner of the Partnerships and BMM, respectively; (iii) GP Holdings is to serve as the sole owner of each of the General Partners; and (iv) the Investment Manager is to serve as the sole owner of BMM GP and to serve as investment manager to, and to make investment decisions on behalf of, the BlueMountain Funds.

The executive officers, directors and control persons of the Reporting Persons are as follows:

 

Andrew Feldstein    Chief Executive Officer and Chief Investment Officer of the Investment Manager; Chief Executive Officer and Chief Investment Officer of GP Holdings; Director of BMT; Manager of BMGP GP; Manager of BMCO GP; Manager of BMD GP; Manager of BMKH GP; Manager of BMST GP
Michael Liberman    Co-President and Chief Operating Officer of the Investment Manager; Co-President and Chief Operating Officer of GP Holdings
Stephen Siderow    Co-President of the Investment Manager; Co-President of GP Holdings
Paul Friedman    Manager of BMM GP
Alan Gerstein    Director of BMT; Manager of BMGP GP; Manager of BMCO GP; Manager of BMD GP; Manager of BMM GP; Manager of BMKH GP; Manager of BMST GP
Elizabeth Gile    Manager of BMGP GP; Manager of BMCO GP; Manager of BMD GP; Manager of BMKH GP; Manager of BMST GP
Todd Groome    Manager of BMM GP
Gary Linford    Manager of BMGP GP; Manager of BMCO GP; Manager of BMD GP; Manager of BMKH GP; Manager of BMST GP
Mark Shapiro    Director of BMT; Manager of BMGP GP; Manager of BMCO GP; Manager of BMD GP; Manager of BMKH GP; Manager of BMST GP; Manager of BMM GP
Elli Stevens    Manager of BMM GP

The business address of each BlueMountain Fund (other than BMGP, BMST and BMM) is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. The business address of BMGP, BMST, each General Partner, GP Holdings, the Investment Manager, Mr. Feldstein, Mr. Liberman, Mr. Siderow, Mr. Friedman, Mr. Gerstein, Ms. Gile and Mr. Shapiro is 280 Park Avenue, 12th Floor, New York, New York 10017. The business address of Mr. Groome and Mr. Linford is c/o HighWater, Pavilion Commercial Centre, 1st Floor, 802 West Bay Road, P.O. Box 30599, KY1-1203, Grand Cayman, Cayman Islands. The business address of each of BMM, BMM GP and Ms. Stevens is 6D, Route de Treves, L-2633 Seningerberg, Luxembourg B176.316.

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

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby deleted and replaced with the following:

(i) The BlueMountain Funds and Blue Mountain Credit Alternatives Master Fund L.P. (“BMCA”) acquired 3,786,972 shares of Common Stock with $71,034,897 of working capital set aside for the general purpose of investing.


CUSIP No. Y26889108

 

(ii) Pursuant to the Agreement and Plan of Merger dated as of February 24, 2015 (a copy of which is attached hereto as Exhibit 1 and incorporated herein by reference), the Issuer consummated its merger (the “Merger”) with Navig8 Crude Tankers, Inc. (“Navig8”) and former Navig8 shareholders, including the BlueMountain Funds and BMCA, received 0.8947 shares of Common Stock for each share of Navig8 common stock held prior to the Merger. The BlueMountain Funds and BMCA held 4,444,444 shares of Navig8 common stock prior to the Merger, which shares were acquired with $61,266,046 of working capital set aside for the general purpose of investing.

(iii) Pursuant to the Equity Purchase Agreement dated as of February 24, 2015 (a copy of which is attached hereto as Exhibit 2 and incorporated herein by reference), the BlueMountain Funds and BMCA received 79,491 shares of Common Stock from the Issuer as a commitment premium upon the closing of the Merger as consideration for their purchase commitments.:

(iv) Pursuant to an internal restructuring, BMCM acquired beneficial ownership of 3,069,447 shares of Common Stock from BMCA on July 1, 2017.

Item 5. Interest in Securities of the Issuer.

Paragraphs (a), (b), (c) and (e) 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 82,988,946 shares of Common Stock of the Issuer, outstanding as of November 3, 2017, as reported on the Issuer’s Form 10-Q filed with the SEC on November 9, 2017 (“Form 10-Q”). The information set forth in Rows 7-13 of each Cover Page of this Schedule 13D is hereby incorporated herein by reference.

Each of the General Partners, BMM GP and GP Holdings expressly declares 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. BMCM expressly declares that this filing shall not be construed as an admission that it is, for the purposes of Sections 13(d) or 13(g) of the Act, the beneficial owner of the securities owned by the BlueMountain Funds.

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

(c) During the last 60 days, no transactions in the Common Stock were effected by any of the Reporting Persons.

(e) Each of BMCA and Blue Mountain CA Master Fund GP, Ltd. ceased to be the beneficial owner of more than five percent of Common Stock on July 1, 2017.

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

Item 6 of the Schedule 13D is hereby deleted and replaced with the following:

Except for the BlueMountain Funds, none of the Reporting Persons is a party to any contract, arrangement, understanding or relationship with respect to any securities of the Issuer.

On December 20, 2017 (the “Effective Date”), pursuant to a Shareholder Support and Voting Agreement dated as of such date (the “Voting Agreement”), subject to the terms thereof, each of the BlueMountain Funds agreed to participate in any meeting of one or more classes of shareholders of the Issuer and vote its shares of Common Stock in favor of (and against any action or agreement that would reasonably be against) the potential business combination between Euronav NV and the Issuer (the “Merger”).

Also on the Effective Date, pursuant to a Redemption Pricing Letter Agreement dated as of such date (the “Redemption Pricing Agreement”), subject to the terms thereof, if the Merger shall occur prior to the Termination Date (as such term is defined therein), then contemporaneously with the consummation of the Merger, the Issuer shall redeem and prepay the full amount due under the Senior Unsecured Notes due 2020 held by the BlueMountain Funds, subject to a prepayment premium equal to 1.0% of the principal amount thereof.

The summaries of the Voting Agreement and Redemption Pricing Agreement set forth above do not purport to be complete and are qualified in their entirety by reference to the text of such agreements, copies of which are being filed as Exhibits 4 and 5 hereto, respectively, and are incorporated herein by reference.


CUSIP No. Y26889108

 

Item 7. Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended by adding the following:

4. Shareholder Support and Voting Agreement, dated as of December 20, 2017, by and among Euronav NV and each of the shareholders identified therein.

5. Redemption Pricing Letter Agreement, dated as of December 20, 2017, by and among Gener8 Maritime, Inc., Gener8 Maritime Subsidiary V Inc. and each of the holders identified therein.

6. Joint Filing Agreement dated December 21, 2017, attached as Exhibit 6 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: December 21, 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
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 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 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 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 TIMBERLINE LTD.
By:  

/s/ ANDREW FELDSTEIN

Name: Andrew Feldstein, Director
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
BLUEMOUNTAIN MONTENVERS GP S.à r.l.
By:  

/s/ PAUL FRIEDMAN

Name: Paul Friedman, Authorized Person
BLUEMOUNTAIN MONTENVERS MASTER FUND SCA SICAV-SIF
BY: BLUEMOUNTAIN MONTENVERS GP S.à r.l.
By:  

/s/ PAUL FRIEDMAN

Name: Paul Friedman, Authorized Person

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

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

 

EX-99.4 2 d510584dex994.htm EX-99.4 EX-99.4

Exhibit 4

EXECUTION VERSION

SHAREHOLDER SUPPORT AND VOTING AGREEMENT

SHAREHOLDER SUPPORT AND VOTING AGREEMENT, dated as of December 20, 2017 (this “Agreement”), by and among Euronav NV, a Belgian corporation (“Parent”), and each of the Persons listed on Schedule 1 hereto (each, a “Shareholder”).

RECITALS

WHEREAS, contemporaneously with the execution of this Agreement, Parent, Euronav MI Inc., a Marshall Islands corporation (“Merger Sub”), and Gener8 Maritime, Inc., a Marshall Islands corporation (the “Company”), are entering into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), pursuant to which the parties thereto have agreed, subject to the terms and conditions therein, that Merger Sub will merge with and into the Company (the “Merger”), with the Company as surviving corporation to become a wholly-owned subsidiary of Parent and the former shareholders of the Company to receive the right to receive shares of common stock of Parent;

WHEREAS, as of the date of this Agreement, each Shareholder is the Beneficial Owner (as hereinafter defined) of the number of outstanding shares of common stock of the Company, par value $0.01 per share (the “Company Common Stock”) set forth opposite such Shareholder’s name on Schedule 1 hereto, all of which shares such Shareholder controls the right to vote; and

WHEREAS, as a condition to the willingness of Parent to enter into the Merger Agreement, Parent has required that each Shareholder agrees, and each Shareholder has agreed, to enter into this Agreement and abide by certain covenants and obligations set forth herein, including with respect to the Covered Shares (as hereinafter defined).

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements herein contained, for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement, intending to be legally bound hereby, agree as follows:

ARTICLE 1

GENERAL

1.1 Defined Terms. The following capitalized terms, as used in this Agreement, shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Merger Agreement.

Beneficial Ownership” by a Person of any securities includes ownership by any Person who, directly or indirectly, through any Contract, relationship or otherwise, has or shares (i) voting power which includes the power to vote, or to direct the voting of, such security; and/or (ii) investment power which includes the power to dispose, or to direct the disposition, of such security; and shall otherwise be interpreted in accordance with the term “beneficial ownership” as defined in Rule 13d-3 adopted by the SEC under the Exchange Act. The terms “Beneficially Own,” “Beneficially Owned” and “Beneficial Owner” shall have a correlative meaning.

Covered Shares” means, with respect to each Shareholder, (a) the Existing Shares that are Beneficially Owned by such Shareholder and (b) any other shares of Company Common Stock or other Company Securities, in each case that such Shareholder acquires Beneficial Ownership of after the date hereof and holds as of the record date for the Company Shareholders Meeting.

Existing Shares” means, with respect to each Shareholder, the number of shares of Company Common Stock set forth opposite such Shareholder’s name on Schedule 1 hereto.

 

-1-


Restricted Shares” means, with respect to each Shareholder, (a) the Existing Shares that are Beneficially Owned by such Shareholder, and (b) the Existing Shares that are Beneficially Owned by any other Shareholder that such initial Shareholder acquires Beneficial Ownership of after the date hereof pursuant to a Permitted Transfer under Section 4.1(a).

Transfer” means, directly or indirectly, to offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer, assign, pledge, encumber, hypothecate or otherwise dispose of (by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise), either voluntarily or involuntarily, or to enter into any Contract (including any profit or loss sharing arrangement) with respect to the voting of or sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition.

ARTICLE 2

VOTING

2.1 Agreement to Vote. Each Shareholder hereby severally agrees that during the term of this Agreement, at the Company Shareholders Meeting and at any other meeting of one or more classes of shareholders of the Company, however called, including any adjournment, recess or postponement thereof, and in connection with any written consent of one or more classes of shareholders of the Company, such Shareholder shall, in each case to the fullest extent that the Covered Shares are entitled to vote thereon or consent thereto:

(a) appear (in person or by proxy) at each such meeting or otherwise cause all of the Covered Shares to be counted as present thereat for purposes of calculating a quorum;

(b) subject to Section 2.1(c), or except as expressly provided or permitted herein, vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of its Covered Shares: (i) in favor of the Merger and the authorization and approval of the Merger Agreement and the Transactions; (ii) against any action or agreement that would reasonably be expected to result in a breach of any material covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of such Shareholder contained in this Agreement; and (iii) against any action, proposal, transaction or agreement that would impede, interfere with, delay, discourage, frustrate, prevent, nullify, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s or the Company’s conditions under the Merger Agreement, any of the other Transactions or change in any manner the voting rights of any class of shares of the Company (including any amendments to the Company Charter Documents); provided, that, in the case of each of (i), (ii) and (iii), the Merger Agreement shall not have been amended or modified without such Shareholder’s prior written consent (A) to decrease or change the form of the Per Share Merger Consideration or (B) to amend or modify the Merger Agreement in a manner which is materially adverse to such Shareholder; and

(c) in the event that the Company Board or the Transaction Committee has made an Adverse Recommendation Change that has not been rescinded or otherwise withdrawn, vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, an amount of Covered Shares equal to fifty percent (50%) of the number of Covered Shares held by such Shareholder as of the record date for the Company Shareholders Meeting in favor of the Merger and the authorization and approval of the Merger Agreement and the Transactions (the parties acknowledging that the remaining Covered Shares may be voted by each Shareholder in any manner they determine).

2.2 No Inconsistent Agreements. Each Shareholder hereby severally and not jointly represents, covenants and agrees that, except for this Agreement, such Shareholder (i) has not entered into, and shall not enter into, any voting agreement, voting trust or similar agreement or understanding, with respect to any of the Covered Shares, (ii) has not granted, and shall not grant at any time while this Agreement remains in effect, a proxy, consent or power of attorney with respect to any of the Covered Shares that is inconsistent with Section 2.1, (iii) has not given, and shall not give, any voting instructions or authorities in any manner inconsistent with clause (a), clause (b) and clause (c) of Section 2.1, with respect to any of the Covered Shares, and (iv) has not taken and shall not take any action that such Shareholder knows would constitute a breach hereof or make any representation or warranty of such Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling such Shareholder from performing any of its obligations under this Agreement.

 

-2-


ARTICLE 3

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Shareholders. Each Shareholder hereby severally and not jointly represents and warrants to Parent as follows:

(a) Organization; Authorization; Validity of Agreement; Necessary Action. Such Shareholder is duly organized, validly existing, and in good standing under the Laws of its jurisdiction of organization. Such Shareholder has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery by such Shareholder of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated by this Agreement have been duly and validly authorized by such Shareholder and no other actions or proceedings on the part of such Shareholder or any shareholder or equity holder thereof or any other Person are necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by such Shareholder and, assuming this Agreement constitutes a valid and binding obligation of the other parties hereto, constitutes a legal, valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject to the Equitable Exceptions.

(b) Ownership. Such Shareholder is the Beneficial Owner of such Shareholder’s Existing Shares, free and clear of any Liens, other than (i) any Liens pursuant to this Agreement, (ii) restrictions on transfer of securities under applicable securities Laws, (iii) any Liens granted in connection with a general pledge of Existing Shares to such Shareholder’s prime broker, which do and will not affect such Shareholder’s Beneficial Ownership of the Existing Shares. Such Shareholder is also the owner of record of such Shareholder’s Existing Shares, other than the Existing Shares that are held by the nominee set forth opposite such Shareholder’s name on Schedule 1 hereto, which does and will not affect such Shareholder’s Beneficial Ownership of the Existing Shares. As of the date of this Agreement, such Shareholder’s Existing Shares constitute all of the shares of Company Common Stock Beneficially Owned or owned of record by such Shareholder. Except to the extent Existing Shares are Transferred after the date of this Agreement pursuant to a Permitted Transfer, such Shareholder is the Beneficial Owner and has and will have at all times during the term of this Agreement Beneficial Ownership, sole voting power (which includes the right to control such vote as contemplated herein), power of disposition, and power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Shareholder’s Existing Shares at all times through the Closing Date.

(c) Non-Contravention. The execution, delivery and performance of this Agreement by such Shareholder do not and will not to its knowledge (i) contravene or conflict with, or result in any violation or breach of, any provision of the certificate of incorporation, bylaws or other comparable governing documents, as applicable, of such Shareholder, (ii) contravene or conflict with, or result in any violation or breach of, any Law applicable to such Shareholder or by which any of its assets or properties is bound, (iii) conflict with or result in any violation, termination, cancellation or breach of, or constitute a default (with or without notice or lapse of time or both) under, any Contract to which such Shareholder is a party or by which it or any of its assets or properties is bound or (iv) result in the creation of any Liens upon any of the assets or properties of such Shareholder, except for any of the foregoing as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of such Shareholder to perform its obligations hereunder or prevent or materially delay the consummation of the transactions contemplated by this Agreement.

(d) Consents and Approvals. The execution and delivery of this Agreement by such Shareholder does not, and the performance by such Shareholder of its obligations under this Agreement and the consummation by it of the transactions contemplated by this Agreement will not, require such Shareholder to obtain any consent, approval, order, waiver, authorization or permit of or any filing with or notification to, any Governmental Authority or other Person.

 

-3-


(e) Reliance by Parent. Such Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder’s execution and delivery of this Agreement and the representations, warranties, covenants and obligations of Shareholder contained herein.

ARTICLE 4

OTHER COVENANTS

4.1 Prohibition on Transfers. During the term of this Agreement, each Shareholder hereby agrees (and, to the extent applicable, shall cause its nominees) not to Transfer any of the Restricted Shares, Beneficial Ownership thereof or any other interest therein, except for a transfer of Restricted Shares (which Transfer includes all Beneficial Ownership, voting rights and other interests therein) (a) to other Shareholders that are party to this Agreement or (b) to a Third Party that, if prior to the effectiveness of such Transfer, the transferee executes a joinder hereto agreeing to be bound by all the terms hereof and notice of such Transfer is delivered to Parent in the manner contemplated by Section 5.4 (a Transfer under either of clauses (a) or (b) of this Section 4.1, a “Permitted Transfer”).

4.2 Stock Dividends, etc. In the event of a reclassification, recapitalization, reorganization, stock split (including a reverse stock split) or combination, exchange or readjustment of shares or other similar transaction, or if any stock dividend or stock distribution is declared, in each case affecting the Existing Shares, the term “Existing Shares” shall be deemed to refer to and include such shares as well as all such stock dividends and distributions and any securities of the Company into which or for which any or all of such shares may be changed or exchanged or which are received in such transaction. Each Shareholder hereby agrees, while this Agreement is in effect, promptly to notify Parent of the number of any new shares of Company Common Stock or other Company Securities with respect to which Beneficial Ownership is acquired by such Shareholder, if any, after the date hereof and before the Effective Time. Any such shares or securities shall automatically become subject to the terms of this Agreement as Existing Shares as though owned by the Shareholder as of the date hereof.

4.3 Short Sales. In recognition of the benefit that each Shareholder will receive as a result of Parent entering into the Merger Agreement, each Shareholder hereby agrees with the Company that, during the term of this Agreement, it will not (and any Shareholder that is not an investment fund (including a fund managed by an investment manager) or other institutional investor shall cause its Affiliates and its and their respective Representatives not to), without the prior written consent of the Parent, engage in any transaction constituting a Short Sale relating to shares of Parent Common Stock, any security convertible into or exercisable or exchangeable for Parent Common Stock, or any other Parent Securities whether now owned or hereafter acquired, by the Shareholder or its Affiliates or with respect to which such Shareholder or Affiliate has or hereafter acquires the power of disposition. For purposes of this paragraph, a “Short Sale” means all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the 1934 Act, whether or not against the box, and any forward sale contracts, options, puts, calls, short sales, “put equivalent positions” (as defined in Rule 16a-1(h) under the 1934 Act) and similar arrangements.

4.4 No Solicitation. Each Shareholder hereby agrees that it shall not (and any Shareholder that is not an investment fund (including a fund managed by an investment manager) or other institutional investor shall cause its Affiliates, including its subsidiaries, and its and their Representatives not to) directly or indirectly, take any action that the Company is otherwise prohibited from taking under Section 6.4 of the Merger Agreement.

4.5 Waiver of Actions. During the term of this Agreement, each Shareholder severally and not jointly agrees not to commence or join in, and agrees to take all actions reasonably necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, the Company, any of the other parties to the Merger Agreement or any of their respective successors (a) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Merger Agreement or (b) alleging a breach of any fiduciary duty of any Person in connection with the negotiation and entry into this Agreement or the Merger Agreement. During the term of this Agreement, each Shareholder severally and not jointly waives, and agrees not to exercise, assert or perfect, any rights of dissent and appraisal under the MIBCA that such Shareholder may have in connection with the execution and performance of the Merger Agreement or the transactions contemplated therein.

 

-4-


4.6 Further Assurance; Confidentially. During the term of this Agreement, from time to time, at Parent’s request and without further consideration, each Shareholder shall execute and deliver such additional documents and take all such further action as may be reasonably necessary to effect the actions and consummate the transactions contemplated by this Agreement. Without limiting the foregoing, each Shareholder hereby severally as to itself only, but not jointly with any other Shareholder, authorizes Parent and the Company to publish and disclose in any Parent Disclosure Documents and in any other announcement or disclosure required by applicable Law such Shareholder’s identity and ownership of the Covered Shares and the nature of such Shareholder’s obligations under this Agreement.

4.7 Registration Rights Waiver. Subject to Closing of the Merger Agreement, each Shareholder that is a party to, or is entitled to the benefits of, the Second Amended and Restated Registration Rights Agreement dated as of May 7, 2015 among the Company and certain shareholders of the Company (the “Registration Rights Agreement”) agrees to waive and not to assert any rights such Shareholder may have under the Registration Rights Agreement with respect to any and all Merger Consideration received by such Shareholder as a result of the Merger.

ARTICLE 5

MISCELLANEOUS

5.1 Termination. This Agreement and all obligations of the parties hereunder shall automatically terminate on the earliest to occur of (i) the conclusion of the Company Shareholders Meeting at which the vote contemplated in Section 2.1 has occurred and the Covered Shares have been voted as specified therein, (ii) the date of any amendment, waiver or modification of the Merger Agreement without the Shareholder’s prior written consent that has the effect of (1) decreasing or changing the form of the Per Share Merger Consideration or (2) otherwise amending, waiving or modifying the Merger Agreement in a manner materially adverse to such Shareholder, (iii) the Effective Time, and (iv) the date of termination of the Merger Agreement in accordance with its terms (including after any extension thereof), and after the occurrence of any such applicable event this Agreement shall terminate and be of no further force; provided, however, the provisions of this Section 5.1 and Sections 5.3 through 5.14 shall survive any termination of this Agreement.

5.2 No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Shareholders and Parent and Seascape shall have no authority to direct the Shareholders in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

5.3 Fees and Expenses. All costs and expenses (including, without limitation, all fees and disbursements of counsel, accountants, investment bankers, experts and consultants to a party) incurred in connection with this Agreement shall be paid by the party incurring such costs and expenses.

5.4 Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile or email transmission) and shall be given,

(a) if to Parent to:

Euronav NV

De Gerlachekaai 20

2000, Antwerp, Belgium

Attention: Egied Verbeeck, General Counsel

                    An Goris, Secretary General

Facsimile No.: +32 (3) 247-4409

Email: egied.verbeeck@euronav.com

 

-5-


    with a copy (which shall not constitute notice) to:

Seward & Kissel LLP

One Battery Park Plaza

New York, New York 10004

Attention: Keith Billotti

Facsimile No.: (212) 480-8421

Email: billotti@sewkis.com

(b) if to any Shareholder: to such Shareholder and its counsel at their respective addresses and facsimile numbers set forth on Schedule 1 hereto; or

(c) to such other address, email address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto.

All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. on a Business Day in the time zone of the recipient. Otherwise, any such notice, request or communication shall be deemed to have been received on the next succeeding Business Day.

5.5 Interpretation. Unless the express context otherwise requires:

(a) the terms “hereof”, “herein”, “hereunder”, “hereby” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement;

(b) the meaning assigned to each term defined herein will be equally applicable to both the singular and the plural forms of such term and vice versa, and words denoting any gender will include all genders as the context requires;

(c) references herein to a specific Section, Subsection, Recital or Schedule shall refer, respectively, to Sections, Subsections, Recitals or Schedules of this Agreement;

(d) the word “include”, “includes” or “including” when used in this Agreement will be deemed to include the words “without limitation”, unless otherwise specified;

(e) references herein to any Person shall include such Person’s heirs, executors, personal representatives, administrators, successors and assigns; provided, however, that nothing contained in this Section 5.5 is intended to authorize any Transfer not otherwise permitted by this Agreement;

(f) references herein to a Person in a particular capacity or capacities shall exclude such Person in any other capacity;

(g) with respect to the determination of any period of time, (i) the word “from” means “from and including” and the words “to” and “until” each means “to but excluding” and (ii) time is of the essence;

(h) the word “or” shall be disjunctive but not exclusive;

(i) references herein to any Law shall be deemed to refer to such Law as amended, modified, codified, reenacted, supplemented or superseded in whole or in part and in effect from time to time, and also to all rules and regulations promulgated thereunder;

(j) a reference to any Contract will include such Contract as amended, supplemented or modified (including any waiver thereto) in accordance with the terms thereof;

(k) the headings contained in this Agreement are intended solely for convenience and shall not affect the rights of the parties to this Agreement; and

 

-6-


(l) if the last day for the giving of any notice or the performance of any act required or permitted under this Agreement is a day that is not a Business Day, then the time for the giving of such notice or the performance of such action shall be extended to the next succeeding Business Day.

5.6 Entire Agreement. This Agreement and the Merger Agreement constitute the entire agreement between the parties with respect to the subject matter of this Agreement and supersede all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement.

5.7 Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.

(a) This Agreement will be deemed to be made in and in all respects will be interpreted, construed and governed by and in accordance with the Laws of the State of New York without giving effect to any choice of Law or conflict of Law provision or rule that would cause the application of the Laws of any jurisdiction other than the State of New York, except to the extent that the law of the Republic of the Marshall Islands is mandatorily applicable to the Merger.

(b) EACH OF THE PARTIES HERETO CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN MANHATTAN IN NEW YORK CITY OR IN THE FEDERAL SOUTHERN DISTRICT IN THE STATE OF NEW YORK AND ANY APPELLATE COURT THEREFROM LOCATED IN NEW YORK, NEW YORK AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT MAY BE LITIGATED IN SUCH COURTS. EACH OF THE PARTIES HERETO ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY FINAL AND NONAPPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE PARTIES HERETO FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PARTY AT THE ADDRESS SPECIFIED IN THIS AGREEMENT, SUCH SERVICE TO BECOME EFFECTIVE 15 CALENDAR DAYS AFTER SUCH MAILING. NOTHING HEREIN WILL IN ANY WAY BE DEEMED TO LIMIT THE ABILITY OF ANY PARTY HERETO TO SERVE ANY SUCH LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW OR TO OBTAIN JURISDICTION OVER OR TO BRING ACTIONS, SUITS OR PROCEEDINGS AGAINST ANY OTHER PARTY HERETO IN SUCH OTHER JURISDICTIONS, AND IN SUCH MANNER, AS MAY BE PERMITTED BY ANY APPLICABLE LAW.

(c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

5.8 Amendment; Waiver. This Agreement may not be amended with respect to any Shareholder except by an instrument in writing signed by Parent and such Shareholder. Each party may waive any right of such party hereunder by an instrument in writing signed by such party and delivered to Parent and such Shareholders.

5.9 Remedies.

(a) The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof, that monetary damages may not be adequate compensation for any loss incurred in connection therewith, and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in any federal court located in the State of New York or any New York state court, in addition to any other remedy to which they are entitled at law or in equity, and the parties to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. The parties hereby agree to waive in any action for specific performance of any such obligation (other than in connection with any action for temporary restraining order) the defense that a remedy at law would be adequate.

 

-7-


(b) The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

5.10 Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions of this Agreement. If any provision of this Agreement, or the application of that provision to any Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted for that provision in order to carry out, so far as may be valid and enforceable, the intent and purpose of the invalid or unenforceable provision and (b) the remainder of this Agreement and the application of that provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of that provision, or the application of that provision, in any other jurisdiction. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a reasonably acceptable manner so that the transactions contemplated by this Agreement may be consummated as originally contemplated to the fullest extent possible.

5.11 Successors and Assigns; Third Party Beneficiaries. No party to this Agreement may assign or delegate, by operation of law or otherwise, all or any portion of its rights or liabilities under this Agreement without the prior written consent of the other parties to this Agreement, which any such party may withhold in its absolute discretion. Subject to the foregoing, this Agreement shall bind and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. Any purported assignment without such prior written consent shall be null and void. Nothing in this Agreement, express or implied, is intended to confer on any Person other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

5.12 Construction. The parties have participated jointly in the negotiation and drafting of this Agreement, and, in the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

5.13 Shareholder Capacity. Notwithstanding anything contained in this Agreement to the contrary, the representations, warranties, covenants and agreements made herein by each Shareholder are made solely with respect to such Shareholder and the Existing Shares or the Restricted Shares or the Covered Shares, as the case may be. Each Shareholder is entering into this Agreement solely in its capacity as the Beneficial Owner of such Covered Shares and nothing herein shall limit or affect any actions taken by any officer or director of the Company (or a subsidiary of the Company) solely in his or her capacity as a director or officer of the Company (or a subsidiary of the Company), including, without limitation, to the extent applicable, participating in his or her capacity as a director of the Company in any discussions or negotiations in accordance with Section 6.4 of the Merger Agreement. Nothing contained herein, and no action taken by any Shareholder pursuant hereto, shall be deemed to constitute the parties as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the parties are in any way acting in concert or as a group with respect to the obligations or the transactions contemplated by this Agreement.

5.14 Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by all of the other parties hereto. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). Facsimile signatures or signatures received as a pdf attachment to electronic mail shall be treated as original signatures for all purposes of this Agreement.

 

-8-


IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officers of the parties to this Agreement as of the date first written above.

 

EURONAV NV
By:  

/s/ PATRICK J. RODGERS

Name:   Patrick J. Rodgers
Title:   Chief Executive Officer
By:  

/s/ HUGO DE STOOP

Name:   Hugo De Stoop
Title:   Chief Financial Officer
BLUE MOUNTAIN CREDIT ALTERNATIVES MASTER FUND L.P.

By: BlueMountain Capital Management, LLC,

its investment manager

By:  

/s/ DAVID O’MARA

Name:   David O’Mara
Title:   Deputy General Counsel
BLUEMOUNTAIN DISTRESSED MASTER FUND L.P.

By: BlueMountain Capital Management, LLC,

its investment manager

By:  

/s/ DAVID O’MARA

Name:   David O’Mara
Title:   Deputy General Counsel
BLUEMOUNTAIN STRATEGIC CREDIT MASTER FUND L.P.

By: BlueMountain Capital Management, LLC,

its investment manager

By:  

/s/ DAVID O’MARA

Name:   David O’Mara
Title:   Deputy General Counsel
BLUEMOUNTAIN GUADALUPE PEAK FUND L.P.

By: BlueMountain Capital Management, LLC,

its investment manager

By:  

/s/ DAVID O’MARA

Name:   David O’Mara
Title:   Deputy General Counsel

[Signature Page to Shareholder Support and Voting Agreement - BlueMountain]


BLUEMOUNTAIN MONTENVERS MASTER FUND SCA SICA V-SIF

By: BlueMountain Capital Management, LLC,

its investment manager

By:  

/s/ DAVID O’MARA

Name:   David O’Mara
Title:   Deputy General Counsel
BLUEMOUNTAIN TIMBERLINE LTD.

By: BlueMountain Capital Management, LLC,

its investment manager

By:  

/s/ DAVID O’MARA

Name:   David O’Mara
Title:   Deputy General Counsel
BLUEMOUNTAIN KICKING HORSE FUND L.P.

By: BlueMountain Capital Management, LLC,

its investment manager

By:  

/s/ DAVID O’MARA

Name:   David O’Mara
Title:   Deputy General Counsel
BLUEMOUNTAIN CREDIT OPPORTUNITIES MASTER FUND I L.P.

By: BlueMountain Capital Management, LLC,

its investment manager

By:  

/s/ DAVID O’MARA

Name:   David O’Mara
Title:   Deputy General Counsel
BLUEMOUNTAIN SUMMIT TRADING L.P.

By: BlueMountain Capital Management, LLC,

its investment manager

By:  

/s/ DAVID O’MARA

Name:   David O’Mara
Title:   Deputy General Counsel

[Signature Page to Shareholder Support and Voting Agreement - BlueMountain]

EX-99.5 3 d510584dex995.htm EX-99.5 EX-99.5

Exhibit 5

EXECUTION COPY

GENER8 MARITIME, INC.

299 Park Avenue

New York, NY 10171

CONFIDENTIAL

December 20, 2017

The Holders listed on the signature pages hereto

c/o BlueMountain Capital Management, LLC,

as Investment Manager for the Holders

280 Park Ave., 12th Floor

New York, NY 10017

Attention: General Counsel

legalnotices@bmcm.com

Redemption Pricing Letter Agreement

Ladies and Gentlemen:

This Redemption Pricing Letter Agreement, dated as of the date first written above (as may be amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by and among, GENER8 MARITIME, INC. (formerly known as General Maritime Corporation), as issuer (the “Issuer” or “we”), GENER8 MARITIME SUBSIDIARY V INC. (formerly known as VLCC Acquisition I Corporation), as guarantor (the “Guarantor”, and together with the Issuer, the “Obligors”), and each of the undersigned holders of Notes (as defined below) set forth on the signature pages hereto (each a “Holder”, and collectively the “Holders” or “you”). Reference is hereby made to that certain Note and Guarantee Agreement, originally dated as of March 28, 2014 (as amended, modified and supplemented by Amendment No. 1 and Consent dated as of May 13, 2014, Amendment No. 2 and Waiver dated as of January 26, 2015, Amendment No. 3 dated as of April 30, 2015, Amendment No. 4 dated as of September 8, 2015, Amendment No. 5 and Consent dated as of October 21, 2015, Amendment No. 6 dated as of December 2, 2015, and Amendment No. 7 and Waiver dated as of February 17, 2016, and as further amended, modified and supplemented and in effect from time to time, the “Note and Guarantee Agreement”), by and among the Issuer, the Guarantor and the Holders (as the purchasers of Notes thereunder, or the respective successors and assigns of such purchasers), pursuant to which the Issuer has issued to the Holders certain Senior Unsecured Notes due 2020 (as amended, modified and supplemented and in effect from time to time, the “Notes”). Terms defined in the Note and Guarantee Agreement and not defined in this Agreement shall have the respective meanings given to them in the Note and Guarantee Agreement.

We hereby advise you that (a) we have recently entered into negotiations with Euronav NV (“EURN”) regarding a potential consensual business combination between EURN and the Issuer (the “Proposed Merger”), which EURN and the Issuer intend to effect pursuant to an Agreement and Plan of Merger, to be dated on or about December 20, 2017, in a form and substance acceptable to EURN, us and the other parties thereto (the Merger Agreement”), (b) such Proposed Merger, if consummated, would constitute a “Change of Control” under the terms of the Note and Guarantee Agreement, (c) it is our intention to prepay and redeem in full all outstanding Notes as part of the consummation of the Proposed Merger, and (d) we would propose that such prepayment and redemption of the notes occur at a modified prepayment premium agreed among the Issuer, the Guarantor and each of the Holders, as set forth below.

 

1


1. Redemption of the Notes. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged:

(a) The Issuer hereby covenants and agrees that, if the Proposed Merger shall occur, then contemporaneously with the consummation of the Proposed Merger, the Issuer shall redeem and prepay, in immediately available funds, to the respective Holders, (i) the full principal amount of all then then-outstanding Notes of each Holder, (ii) the full amount of all interest then accrued on each such Note, (iii) all amounts then invoiced, due and owing to the Holders pursuant to Section 8 of this Agreement and Section 17.1 of the Note and Guarantee Agreement (without duplication), and (iv) notwithstanding the provisions of Section 8.2(a)(ii) of the Note and Guarantee Agreement to the contrary, a prepayment premium equal to 1.0% of the principal amount of the Notes prepaid to the Holders (the aggregate of such amounts payable to each respective Holder, such Holder’s “Prepayment Amount”).

(b) Each of the Holders hereby covenants and agrees that, if the Issuer pays to such Holder, in full and in immediately available funds, such Holder’s respective Prepayment Amount in accordance with the preceding clause (a), then notwithstanding any provisions of Section 8.2(a)(ii) of the Note and Guarantee Agreement to the contrary, upon such Holder’s receipt of such Prepayment Amount (i) such Holder shall accept such Prepayment Amount in satisfaction in full of all of the Obligations of the Issuer and the Guarantor to such Holder under the Note and Guarantee Agreement and all Notes held by such Holder, and such Obligations and any and all other obligations or indebtedness of the Issuer or the Guarantor to such Holder (other than expense reimbursement, contingent indemnities and other contingent obligations for which no claim or demand has been made and which by the terms of the Note and Guaranty Agreement expressly survive, as described in Section 1(d) below) shall be deemed discharged, satisfied and paid in full in all respects, (ii) the Note and Guaranty Agreement shall automatically terminate and be of no further force or effect with respect to such Holder, (iii) the Notes held by such Holder shall automatically terminate and be of no further force or effect and (iv) such Holder shall (at the sole expense of the Issuer) procure, deliver or execute all further instruments and documents, and take any other actions, which are reasonably requested to evidence the consummation of the payoff, redemption and other terminations of the obligations of the Issuer and the Guarantor to such Holder pursuant hereto.

(c) Notwithstanding the provisions of Section 8.2(b) of the Note and Guarantee Agreement to the contrary, the Issuer and each Holder hereby agree that with respect to a prepayment made or to be made in accordance with the preceding clauses of this Section 1, (i) the Issuer may deliver the required notice of prepayment to the Holders on any day that is at least two Business Days prior to the anticipated date of the prepayment and redemption of the Notes and such notice (hereinafter, a “Prepayment Notice”) shall specify the date (which shall be a Business Day) of prepayment (the “Prepayment Date”), the aggregate principal amount of the Notes to be prepaid on the Prepayment Date, the principal amount of each Note held by such Holder to be prepaid, and the accrued and unpaid interest to be paid on the Prepayment Date (but not including the Prepayment Date) with respect to such principal amount being prepaid (the aggregate amount of all principal and interest to be prepaid, the “Prepayment Amount”), (ii) such Prepayment Notice may be made conditional on the occurrence of the Proposed Merger, and (iii) the Issuer shall not be required to deliver to the Holders any certificate specifying a calculation of the estimated Make-Whole Amount as of the specified prepayment date.

(d) Notwithstanding anything contained in this Agreement, the Issuer, the Guarantor, and the Holders understand and agree that any expense reimbursement, contingent indemnities and other contingent obligations in the Note and Guarantee Agreement which are expressly stated therein (i) to survive termination of the Note and Guarantee Agreement or (ii) to continue in full force and effect after the Obligations are paid in full, and in respect of which no claim or demand for payment has been made at such time, will survive the termination of the Note and Guarantee Agreement and the Notes in accordance with the terms thereof.

(e) The Issuer, the Guarantor and the Holders agree that if the Prepayment Amount is not received by the Holders in immediately available funds by 2:00 p.m. (New York City time) on the Prepayment Date, then on the Prepayment Date, the Prepayment Amount shall be increased by an additional amount per day equal to the daily rate of interest accrued on the outstanding principal amount of the Notes (including, for the avoidance of doubt, any amounts of PIK Interest that have been added to the principal amount of the Notes prior to the Prepayment Date, and have not been otherwise repaid), as calculated in accordance with Section 8.1(b) of the Note and Guaranty Agreement (the “Per Diem Amount”), for each day thereafter until the Prepayment Amount and all applicable Per Diem Amounts are received by the Holders; provided, however, that if an Interest Payment Date shall occur after the delivery of a Prepayment Notice, but prior to the Holders’ receipt of the Prepayment Amount and all applicable Per Diem Amounts, then such previously delivered Prepayment Notice shall automatically terminate and the Issuer may deliver to the Holders a new Prepayment Notice reflecting an updated then-applicable Prepayment Amount and Per Diem Amount.

 

2


2. Effectiveness.

(a) This Agreement shall become effective as of the date first written above, when it shall have been executed by the Issuer, the Guarantor and each of the Holders, and when the Issuer and BlueMountain Capital Management, LLC, as investment manager for the Holders, shall each have received counterparts hereof which, when taken together, bear the duly executed signatures of each of the parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, until the earlier of (i) the occurrence of the Termination Date or (ii) an earlier termination by means of an agreement of all of the parties hereto.

(b) This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Agreement by signing any such counterpart. Delivery of a counterpart by electronic transmission shall be effective as delivery of a manually executed counterpart hereof

3. Waiver Under the Note and Guarantee Agreement. Each of the parties hereto hereby acknowledges and agrees that this Agreement shall constitute a waiver of certain provisions of the Note and Guarantee Agreement, made by the Issuer, the Guarantor and each Holder in accordance with Section 19 of the Note and Guarantee Agreement.

4. Termination. If the Merger Agreement is terminated, then this Agreement shall immediately and automatically, and without any further action by the parties hereto, terminate and be of no further force or effect (the date of such termination, the “Termination Date”). The Issuer agrees that if the Termination Date shall occur, the Issuer shall provide reasonably prompt written notice of such occurrence to the Holders.

5. Continuing Effectiveness. Nothing here in shall effect the continued effectiveness of the Notes or the Note and Guarantee Agreement (except with respect to the provisions of Section 8.2 thereof as set forth in Section 1 hereof), and, subject to the foregoing, all rights and remedies of the parties under the Notes and the Note and Guarantee Agreement shall continue to be in full force and effect in accordance with the terms thereof, in each case until such time as the prepayment and redemption of the Notes in accordance with Section 1 hereof shall occur.

6. Successors and Assigns. All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent holder(s) of a Note) whether so expressed or not, and in each case subject to Section 23 of the Note and Guarantee Agreement.

7. Amendments.

(a) This Agreement may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with the written consent of the Issuer, the Guarantor and any one or more of the Holders; provided, that any such amendment or waiver shall only bind and be effective against each Holder that is a party thereto.

(b) Any amendment or waiver consented to as provided in this Section 7 applies to each Holder that is a party thereto, and to each such Holder’s successors and assigns as to such Holder’s interest in any Note as at the date of the execution and delivery by such Holder of such amendment or wavier.

(c) No course of dealing between the Issuer and/or the Guarantor, and any Holder, nor any delay in exercising any rights hereunder, shall operate as a waiver of any rights of any such Holder.

8. Expenses. Whether or not the transactions contemplated hereby are consummated, but without duplication of any payments made pursuant to Section 17 of the Note and Guarantee Agreement, the Issuer will pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required, local or other counsel) incurred by the Holders in connection with such transactions.

 

3


9. Confidentiality. The parties hereto hereby agree that this Agreement, the information disclosed herein, and the transactions contemplated hereby, shall all constitute “Confidential Information” as defined in, and subject to, the provisions of Section 22 of the Note and Guarantee Agreement.

10. Miscellaneous.

(a) Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

(b) Notices; Currency of Payment; Payment on Non-Business Days. Sections 20, 25 and 26.2 of the Note and Guarantee Agreement are hereby incorporated herein by reference, mutatis mutandis, as if fully set forth herein.

(c) Integration. This Agreement embodies the entire agreement and understanding between the parties hereto as to the subject matter hereof, and supersedes all prior agreements and understandings relating to the subject matter hereof (including, for the avoidance of doubt, Section 8.2 of the Note and Guarantee Agreement).

(d) JURISDICTION AND PROCESS. EACH PARTY HERETO AGREES THAT ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH, OR ANY LEGAL ACTION OR PROCEEDING TO EXECUTE OR OTHERWISE ENFORCE ANY JUDGMENT OBTAINED AGAINST SUCH PERSON FOR BREACH HEREOF OR THEREOF, OR AGAINST ANY OF ITS PROPERTIES, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK BY ANY PARTY HERETO AS ANY SUCH PARTY MAY ELECT, AND EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF SUCH COURTS FOR PURPOSES OF ANY SUCH LEGAL ACTION OR PROCEEDING. EACH PARTY HERETO HEREBY AGREES THAT SERVICE OF PROCESS IN ANY SUCH PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO IT AT ITS ADDRESS SPECIFIED IN SECTION 20 OF THE NOTE AND GUARANTEE AGREEMENT, OR AT SUCH OTHER ADDRESS OF WHICH EACH OTHER PARTY HERETO SHALL HAVE BEEN NOTIFIED PURSUANT THERETO. IN ADDITION, EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(e) GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES HERETO SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

(f) WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

[SIGNATURE PAGES FOLLOW]

 

4


Yours very truly,

 

GENER8 MARITIME, INC.,

as Issuer

By:  

/s/ LEONARD J. VRONDISSIS

  Name: Leonard J. Vrondissis
  Title: Executive Vice President, Chief Financial Officer and Secretary
GENER8 MARITIME SUBSIDIARY V INC., as Guarantor
By:  

/s/ LEONARD J. VRONDISSIS

  Name: Leonard J. Vrondissis
  Title: President

[Signature Page to Redemption Pricing Letter Agreement (Gener8)]

 


Acknowledged and agreed by each of the undersigned Holders as of the first date written above:
BLUEMOUNTAIN CREDIT OPPORTUNITIES MASTER FUND I L.P.
By:   BlueMountain Capital Management, LLC,
its investment manager
By:  

/s/ DAVID O’MARA

  Name: David O’Mara
  Title: Deputy General Counsel
BLUEMOUNTAIN LOGAN OPPORTUNITIES MASTER FUND L.P.
By:   BlueMountain Capital Management, LLC,
its investment manager
By:  

/s/ DAVID O’MARA

  Name: David O’Mara
  Title: Deputy General Counsel
BLUEMOUNTAIN KICKING HORSE FUND L.P.
By:   BlueMountain Capital Management, LLC,
its investment manager
By:  

/s/ DAVID O’MARA

  Name: David O’Mara
  Title: Deputy General Counsel

 

[Signature Page to Redemption Pricing Letter Agreement (Gener8)]


Acknowledged and agreed by each of the undersigned Holders as of the first date written above:
BLUEMOUNTAIN TIMBERLINE LTD.
By:   BlueMountain Capital Management, LLC,
its investment manager
By:  

/s/ DAVID O’MARA

  Name: David O’Mara
  Title: Deputy General Counsel
BLUEMOUNTAIN MONTENVERS MASTER FUND SCA SICA V-SIF
By:   BlueMountain Capital Management, LLC,
its investment manager
By:  

/s/ DAVID O’MARA

  Name: David O’Mara
  Title: Deputy General Counsel
BLUEMOUNTAIN GUADALUPE PEAK FUND L.P.
By:   BlueMountain Capital Management, LLC,
its investment manager
By:  

/s/ DAVID O’MARA

  Name: David O’Mara
  Title: Deputy General Counsel

[Signature Page to Redemption Pricing Letter Agreement (Gener8)]

 


Acknowledged and agreed by each of the undersigned Holders as of the first date written above:
BLUEMOUNTAIN STRATEGIC CREDIT MASTER FUND L.P.
By:   BlueMountain Capital Management, LLC,
its investment manager
By:  

/s/ DAVID O’MARA

  Name: David O’Mara
  Title: Deputy General Counsel
BLUEMOUNTAIN SUMMIT TRADING L.P.
By:   BlueMountain Capital Management, LLC,
its investment manager
By:  

/s/ DAVID O’MARA

  Name: David O’Mara
  Title: Deputy General Counsel

[Signature Page to Redemption Pricing Letter Agreement (Gener8)]

 

EX-99.6 4 d510584dex996.htm EX-99.6 EX-99.6

Exhibit 6

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: December 21, 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
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 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 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 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 TIMBERLINE LTD.
By:  

/s/ ANDREW FELDSTEIN

Name: Andrew Feldstein, Director
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
BLUEMOUNTAIN MONTENVERS GP S.à r.l.
By:  

/s/ PAUL FRIEDMAN

Name: Paul Friedman, Authorized Person
BLUEMOUNTAIN MONTENVERS MASTER FUND SCA SICAV-SIF
BY: BLUEMOUNTAIN MONTENVERS GP S.à r.l.
By:  

/s/ PAUL FRIEDMAN

Name: Paul Friedman, Authorized Person