FairPoint Communications, Inc.
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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305560302
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(CUSIP Number)
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December 5, 2016
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(Date of Event Which Requires Filing of this Statement)
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o | Rule 13d-1(b) |
x | Rule 13d-1(c) |
o | Rule 13d-1(d) |
1
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NAME OF REPORTING PERSON
MAGLAN CAPITAL LP
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||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
|
|
3
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SEC USE ONLY
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||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
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SOLE VOTING POWER
- 0 -
|
|
6
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SHARED VOTING POWER
2,062,812
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||
7
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SOLE DISPOSITIVE POWER
- 0 -
|
||
8
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SHARED DISPOSITIVE POWER
2,062,812
|
||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,062,812
|
||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
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|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.6%
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||
12
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TYPE OF REPORTING PERSON
IA-PN
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1
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NAME OF REPORTING PERSON
MAGLAN CAPITAL GP LLC
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||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
- 0 -
|
|
6
|
SHARED VOTING POWER
2,062,812
|
||
7
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
8
|
SHARED DISPOSITIVE POWER
2,062,812
|
||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,062,812
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.6%
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||
12
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TYPE OF REPORTING PERSON
OO
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1
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NAME OF REPORTING PERSON
STEVEN AZARBAD
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||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
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SEC USE ONLY
|
||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
- 0 -
|
|
6
|
SHARED VOTING POWER
2,062,812
|
||
7
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
8
|
SHARED DISPOSITIVE POWER
2,062,812
|
||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,062,812
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.6%
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||
12
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TYPE OF REPORTING PERSON
IN
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1
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NAME OF REPORTING PERSON
DAVID D. TAWIL
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||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
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SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
- 0 -
|
|
6
|
SHARED VOTING POWER
2,062,812
|
||
7
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
8
|
SHARED DISPOSITIVE POWER
2,062,812
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,062,812
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.6%
|
||
12
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TYPE OF REPORTING PERSON
IN
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Item 1(a).
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Name of Issuer:
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Item 1(b).
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Address of Issuer's Principal Executive Offices:
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Item 2(a).
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Name of Person Filing:
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This statement is filed by Maglan Capital LP (“Maglan LP”), Maglan Capital GP LLC (“Maglan LLC”), Steven Azarbad and David D. Tawil (each of the foregoing, a “Reporting Person,” and collectively, the “Reporting Persons”) with respect to shares of the Issuer’s Common Stock, par value $0.01 per share (the “Shares”) directly owned by (i) Maglan Distressed Master Fund LP (the “Fund”) and (ii) certain managed accounts (the “Managed Accounts”) for the benefit, directly or indirectly, of members of Maglan LLC.
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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Item 2(c).
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Citizenship:
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Maglan LP is a limited partnership organized under the laws of the State of Delaware. Maglan LLC is a limited liability company organized under the laws of the State of Delaware. Messrs. Azarbad and Tawil are citizens of the United States of America.
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Item 2(d).
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Title of Class of Securities:
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Item 2(e).
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CUSIP Number:
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Item 3.
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If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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(a)
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/ /
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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/ /
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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/ /
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Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
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/ /
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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/ /
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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/ /
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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/ /
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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/ /
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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/ /
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
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(j)
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/ /
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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(k)
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/ /
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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Item 4.
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Ownership
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(a)
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Amount beneficially owned:
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(b)
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Percent of class:
|
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7.6% (based upon 27,073,540 Shares outstanding, which is the total number of Shares outstanding as of October 28, 2016 as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 2, 2016).
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(c)
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Number of shares as to which such person has:
|
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(i)
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Sole power to vote or to direct the vote
|
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(ii)
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Shared power to vote or to direct the vote
|
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(iii)
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Sole power to dispose or to direct the disposition of
|
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(iv)
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Shared power to dispose or to direct the disposition of
|
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2,062,812 Shares
|
|
(a)
|
Amount beneficially owned:
|
|
(b)
|
Percent of class:
|
|
7.6% (based upon 27,073,540 Shares outstanding, which is the total number of Shares outstanding as of October 28, 2016 as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 2, 2016).
|
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(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
|
(ii)
|
Shared power to vote or to direct the vote
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
|
2,062,812 Shares
|
|
(a)
|
Amount beneficially owned:
|
|
(b)
|
Percent of class:
|
|
7.6% (based upon 27,073,540 Shares outstanding, which is the total number of Shares outstanding as of October 28, 2016 as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 2, 2016).
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
|
(ii)
|
Shared power to vote or to direct the vote
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
|
2,062,812 Shares
|
|
(a)
|
Amount beneficially owned:
|
|
(b)
|
Percent of class:
|
|
7.6% (based upon 27,073,540 Shares outstanding, which is the total number of Shares outstanding as of October 28, 2016 as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 2, 2016).
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
|
(ii)
|
Shared power to vote or to direct the vote
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
|
2,062,812 Shares
|
Item 5.
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Ownership of Five Percent or Less of a Class.
|
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Item 7.
|
Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Item 8.
|
Identification and Classification of Members of the Group.
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Item 9.
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Notice of Dissolution of Group.
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Item 10.
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Certifications.
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Maglan Capital LP
|
||
By:
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Maglan Capital GP LLC
|
|
General Partner
|
||
By:
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/s/ Steven Azarbad
|
|
Name:
|
Steven Azarbad
|
|
Title:
|
Chief Investment Officer
|
Maglan Capital GP LLC
|
||
By:
|
/s/ Steven Azarbad
|
|
Name:
|
Steven Azarbad
|
|
Title:
|
Managing Member
|
/s/ Steven Azarbad
|
Steven Azarbad
|
/s/ David D. Tawil
|
David D. Tawil
|
Maglan Capital LP
|
||
By:
|
Maglan Capital GP LLC
|
|
General Partner
|
||
By:
|
/s/ Steven Azarbad
|
|
Name:
|
Steven Azarbad
|
|
Title:
|
Chief Investment Officer
|
Maglan Capital GP LLC
|
||
By:
|
/s/ Steven Azarbad
|
|
Name:
|
Steven Azarbad
|
|
Title:
|
Managing Member
|
/s/ Steven Azarbad
|
Steven Azarbad
|
/s/ David D. Tawil
|
David D. Tawil
|