1
|
NAME OF REPORTING PERSON
Abrams Capital Management, L.P. |
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (1)
|
(a) [X]
(b) [ ] |
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC |
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
[ ]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
0 |
|
8
|
SHARED VOTING POWER
25,000,000 (2) |
||
9
|
SOLE DISPOSITIVE POWER
0 |
||
10
|
SHARED DISPOSITIVE POWER
25,000,000 (2) |
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,000,000 |
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[ ]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7% |
||
14
|
TYPE OF REPORTING PERSON
PN |
(1) |
See Item 4.
|
1
|
NAME OF REPORTING PERSON
Abrams Capital Management, LLC |
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (1)
|
(a) [X]
(b) [ ] |
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC |
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
[ ]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
0 |
|
8
|
SHARED VOTING POWER
25,000,000 (2) |
||
9
|
SOLE DISPOSITIVE POWER
0 |
||
10
|
SHARED DISPOSITIVE POWER
25,000,000 (2) |
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,000,000 |
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[ ]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7% |
||
14
|
TYPE OF REPORTING PERSON
OO (Limited Liability Company) |
(1) |
See Item 4.
|
1
|
NAME OF REPORTING PERSON
Abrams Capital, LLC |
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (1)
|
(a) [ ]
(b) [X] |
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC |
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
[ ]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
0 |
|
8
|
SHARED VOTING POWER
24,299,887 (2) |
||
9
|
SOLE DISPOSITIVE POWER
0 |
||
10
|
SHARED DISPOSITIVE POWER
24,299,887 (2) |
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,299,887 |
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[ ]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6% |
||
14
|
TYPE OF REPORTING PERSON
OO (Limited Liability Company) |
(1) |
See Item 4.
|
1
|
NAME OF REPORTING PERSON
Great Hollow Partners, LLC |
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (1)
|
(a) [ ]
(b) [X] |
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC |
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
[ ]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
0 |
|
8
|
SHARED VOTING POWER
700,113 (2) |
||
9
|
SOLE DISPOSITIVE POWER
0 |
||
10
|
SHARED DISPOSITIVE POWER
700,113 (2) |
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
700,113 |
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[ ]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% |
||
14
|
TYPE OF REPORTING PERSON
OO (Limited Liability Company) |
(1) |
See Item 4.
|
1
|
NAME OF REPORTING PERSON
David Abrams |
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (1)
|
(a) [X]
(b) [ ] |
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC |
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
[ ]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA |
||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
14,000 |
|
8
|
SHARED VOTING POWER
25,000,000 (2) |
||
9
|
SOLE DISPOSITIVE POWER
14,000 |
||
10
|
SHARED DISPOSITIVE POWER
25,000,000 (2) |
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,014,000 |
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[ ]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7% |
||
14
|
TYPE OF REPORTING PERSON
IN |
(1) |
See Item 4.
|
(2) |
See Item 5.
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
(a)
|
This Schedule 13D is being filed on behalf of (i) Abrams Capital, LLC (“Abrams
Capital”), (ii) Abrams Capital Management, LLC (“Abrams CM LLC”), (iii) Abrams Capital Management, L.P. (“Abrams CM LP”), (iv) Great Hollow Partners, LLC (“GHP”) and (v) David Abrams (together with each of the foregoing, the “Reporting
Persons”).
|
(b)
|
The address of the principal executive office of each of the Reporting Persons is c/o
Abrams Capital Management, L.P., 222 Berkeley Street, 21st Floor, Boston, Massachusetts 02116.
|
(c)
|
Abrams Capital and GHP serve as the general partner to certain investment funds managed by Abrams CM LP. Abrams CM LP provides investment management services to the Abrams CM LP Accounts (as defined in Item 5 below).
Abrams CM LLC serves as general partner of Abrams CM LP. Mr. Abrams is the managing member of Abrams Capital, GHP and Abrams CM LLC.
|
(d)
|
None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
|
(e)
|
During the past five years, none of the Reporting Persons nor any director, executive
officer or controlling person of a Reporting Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws.
|
(f)
|
See Item 6 of the cover page of each Reporting Person.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Materials to be Filed as Exhibits.
|
99.1* |
Investor Agreement, dated August 6, 2019, by and between Abrams Capital Management, L.P. and Knighthead Capital Management, LLC
|
99.2* |
Joint Filing Agreement among the Reporting Persons, dated August 6, 2019
|
|
ABRAMS CAPITAL MANAGEMENT, L.P. | |||
|
By:
|
ABRAMS CAPITAL MANAGEMENT, LLC,
its General Partner |
|
|
|
By:
|
/s/ David Abrams
|
|
|
|
|
Name: David Abrams
Title: Managing Member |
|
|
|
ABRAMS CAPITAL MANAGEMENT, LLC
|
|
||
|
By:
|
/s/ David Abrams
|
|
|
|
|
Name: David Abrams
Title: Managing Member |
|
|
|
ABRAMS CAPITAL, LLC
|
|
||
|
By:
|
/s/ David Abrams
|
|
|
|
|
Name: David Abrams
Title: Managing Member |
|
|
|
GREAT HOLLOW PARTNERS, LLC
|
|
||
|
By:
|
/s/ David Abrams
|
|
|
|
|
Name: David Abrams
Title: Managing Member |
|
|
|
DAVID ABRAMS
|
|
||
|
By:
|
/s/ David Abrams
|
|
|
|
|
Name: David Abrams
Title: Individually |
Abrams Capital Management, L.P., on behalf of itself and its managed or controlled funds
|
||||
By:
|
/s/ David Abrams
|
|||
Name:
|
David Abrams
|
|||
Title:
|
Managing Member of its General Partner
|
|||
Company Common Shares: 25,000,000
|
||||
OpCo Preferred Shares: 0
|
||||
Other Equity Securities: 0
|
||||
Notice Person:
|
||||
222 Berkeley Street, 21st Floor
Boston, MA 02116
|
||||
Knighthead Capital Management, LLC, on behalf of itself and its managed or controlled funds
|
||||
By:
|
/s/ Thomas A. Wagner
|
|||
Name:
|
Thomas A. Wagner
|
|||
Title:
|
Managing Member
|
|||
Company Common Shares: 13,654,521
|
||||
OpCo Preferred Shares: 0
|
||||
Other Equity Securities:
|
||||
Options to acquire 2,748,000 Company Common Shares
|
||||
Notice Person:
|
||||
1140 Avenue of the Americas, 12th Floor
New York, NY 10036
|
||||
|
ABRAMS CAPITAL MANAGEMENT, L.P. | |||
|
By:
|
ABRAMS CAPITAL MANAGEMENT, LLC,
its General Partner |
|
|
|
By:
|
/s/ David Abrams
|
|
|
|
|
Name: David Abrams
Title: Managing Member |
|
|
|
ABRAMS CAPITAL MANAGEMENT, LLC
|
|
||
|
By:
|
/s/ David Abrams
|
|
|
|
|
Name: David Abrams
Title: Managing Member |
|
|
|
ABRAMS CAPITAL, LLC
|
|
||
|
By:
|
/s/ David Abrams
|
|
|
|
|
Name: David Abrams
Title: Managing Member |
|
|
|
GREAT HOLLOW PARTNERS, LLC
|
|
||
|
By:
|
/s/ David Abrams
|
|
|
|
|
Name: David Abrams
Title: Managing Member |
|
|
|
DAVID ABRAMS
|
|
||
|
By:
|
/s/ David Abrams
|
|
|
|
|
Name: David Abrams
Title: Individually |