SC 13G/A 1 p17-2328sc13ga.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 

Midstates Petroleum Company, Inc.

(Name of Issuer)
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

59804T407

(CUSIP Number)
 

December 8, 2017

(Date of Event Which Requires Filing of This Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-1(b)
ý Rule 13d-1(c)
o Rule 13d-1(d)
 
(Page 1 of 19 Pages)

 

______________________________

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

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 59804T40713G/APage 2 of 19 Pages

 

1

NAME OF REPORTING PERSON

Centerbridge Credit Partners, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

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

-0-

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

-0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

12

TYPE OF REPORTING PERSON

PN

         

 

CUSIP No. 59804T40713G/APage 3 of 19 Pages

 

1

NAME OF REPORTING PERSON

Centerbridge Special Credit Partners II AIV III, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

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

708,833

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

708,833

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

708,833

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.8%

12

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. 59804T40713G/APage 4 of 19 Pages

 

1

NAME OF REPORTING PERSON

Centerbridge Credit Partners Offshore Intermediate III, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

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

397,742

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

397,742

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

397,742

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.6%

12

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. 59804T40713G/APage 5 of 19 Pages

 

1

NAME OF REPORTING PERSON

Centerbridge Credit Partners TE Intermediate I, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

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

1,360,372

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

1,360,372

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,360,372

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.4%

12

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. 59804T40713G/APage 6 of 19 Pages

 

1

NAME OF REPORTING PERSON

Centerbridge Credit Partners General Partner, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

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

1,360,372

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

1,360,372

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,360,372

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.4%

12

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. 59804T40713G/APage 7 of 19 Pages

 

1

NAME OF REPORTING PERSON

Centerbridge Credit Partners Offshore General Partner, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

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

397,742

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

397,742

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

397,742

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.6%

12

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. 59804T40713G/APage 8 of 19 Pages

 

1

NAME OF REPORTING PERSON

CSCP II Cayman GP Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

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

708,833

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

708,833

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

708,833

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.8%

12

TYPE OF REPORTING PERSON

OO

         

 

CUSIP No. 59804T40713G/APage 9 of 19 Pages

 

1

NAME OF REPORTING PERSON

Centerbridge Credit Cayman GP Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

1,758,114

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

1,758,114

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,758,114

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.0%

12

TYPE OF REPORTING PERSON

OO

         

 

CUSIP No. 59804T40713G/APage 10 of 19 Pages

 

1

NAME OF REPORTING PERSON

Centerbridge Special Credit Partners General Partner II, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

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

708,833

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

708,833

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

708,833

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.8%

12

TYPE OF REPORTING PERSON

PN

         

 

CUSIP No. 59804T40713G/APage 11 of 19 Pages

 

1

NAME OF REPORTING PERSON

Mark T. Gallogly

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

2,466,947

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

2,466,947

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,466,947

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.8%

12

TYPE OF REPORTING PERSON

IN

         

 

CUSIP No. 59804T40713G/APage 12 of 19 Pages

 

1

NAME OF REPORTING PERSON

Jeffrey H. Aronson

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

2,466,947

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

2,466,947

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,466,947

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.8%

12

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 59804T40713G/APage 13 of 19 Pages

 

Item 1(a). NAME OF ISSUER
   
  The name of the issuer is Midstates Petroleum Company, Inc.. (the "Company").

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
   
  The Company's principal executive offices are located at 321 South Boston Avenue, Suite 1000 Tulsa, Oklahoma 74103.

 

Item 2(a). NAME OF PERSON FILING

 

  This statement is filed by:
   
  (i) Centerbridge Credit Partners, L.P., a Delaware limited partnership ("CCP"), with respect to the Common Stock (as defined in Item 2(d) below) beneficially owned by it;
  (ii) Centerbridge Credit Partners TE Intermediate I, L.P., a Delaware limited partnership ("CCPTE I"), with respect to the Common Stock beneficially owned by it;
  (iii) Centerbridge Credit Partners General Partner, L.P., a Delaware limited partnership ("CCPGP"), as general partner of CCP and CCPTE I, with respect to the Common Stock beneficially owned by CCP and CCPTE I;
  (iv) Centerbridge Credit Partners Offshore Intermediate III, L.P. , a Delaware limited partnership ("CCPOI III"), with respect to the Common Stock beneficially owned by it;
  (v) Centerbridge Credit Partners Offshore General Partner, L.P., a Delaware limited partnership ("CCPOGP"), as general partner of  CCPOI III, with respect to the Common Stock beneficially owned by CCPOI III;
  (vi) Centerbridge Credit Cayman GP Ltd., a Cayman Islands exempted company ("CCCGP"), as general partner of CCPGP and CCPOGP, with respect to the Common Stock beneficially owned by CCP, CCPTE I and CCPOI III;
  (vii) Centerbridge Special Credit Partners II AIV III, L.P., a Delaware limited partnership ("CSCP AIV"), with respect to the Common Stock beneficially owned by it;
  (viii) Centerbridge Special Credit Partners General Partner II, L.P., a Delaware limited partnership ("CSCPGP II"), as general partner of CSCP AIV, with respect to the Common Stock beneficially owned by CSCP AIV;
  (ix) CSCP II Cayman GP Ltd., a Cayman Islands exempted company ("CSCP II Cayman Ltd."), as general partner of CSCPGP II, with respect to the Common Stock beneficially owned by CSCP AIV;
  (x) Mark T. Gallogly ("Mr. Gallogly"), indirectly, through various intermediate entities control each of CCP, CCPTE I, CCPOI III and CSCP AIV (collectively, the "Centerbridge Funds"), , with respect to the Common Stock beneficially owned by the Centerbridge Funds; and
  (xi) Jeffrey H. Aronson ("Mr. Aronson"), indirectly, through various intermediate entities control each of the Centerbridge Funds, with respect to the Common Stock beneficially owned by the Centerbridge Funds.
   
  The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

 

CUSIP No. 59804T40713G/APage 14 of 19 Pages

 

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE

 

  The address of the business office of each of the Reporting Persons is 375 Park Avenue, 12th Floor, New York, NY 10152.

 

Item 2(c). CITIZENSHIP

 

  CCP, CCPTE I, CCPGP, CCPOI III, CCPOGP, CSCP AIV and CSCPGP II are limited partnerships organized under the laws of the State of Delaware.  CCCGP and CSCP II Cayman Ltd  are exempted companies organized under the laws of the Cayman Islands.  Messrs. Gallogly and Aronson are citizens of the United States.

 

Item 2(d). TITLE OF CLASS OF SECURITIES
   
  Common Stock, par value $0.01 per share (the "Common Stock").

 

Item 2(e). CUSIP NUMBER
   
  59804T407

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

  (i) ¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

CUSIP No. 59804T40713G/APage 15 of 19 Pages

 

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: __________________________________________

 

Item 4. OWNERSHIP

 

This Schedule 13G reports beneficial ownership of the shares of Common Stock beneficially owned by the Reporting Persons as of the date hereof.

 

  A. Centerbridge Credit Partners, L.P.
      (a) Amount beneficially owned: -0-
      (b) Percent of class:  0%  
      (c) (i) Sole power to vote or direct the vote:  -0-
        (ii) Shared power to vote or direct the vote: -0-
        (iii) Sole power to dispose or direct the disposition:  -0-
        (iv) Shared power to dispose or direct the disposition:  -0-
    CCP has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which powers may also be exercised by CCPGP, its general partner, and CCCGP, the general partner of CCPGP.  Neither CCPGP nor CCCGP directly owns any of the shares of Common Stock.  By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the shares of Common Stock beneficially owned by CCP.  However, none of the foregoing should be construed in and of itself as an admission by CCPGP or CCCGP or by any Reporting Person as to beneficial ownership of the shares of Common Stock owned by another Reporting Person.  In addition, each of CCPGP and CCCGP expressly disclaims beneficial ownership of the shares of Common Stock owned by CCP.

 

  B. Centerbridge Credit Partners TE Intermediate I, L.P
      (a) Amount beneficially owned: 1,360,372
      (b) Percent of class:  5.4%.  The percentages used herein and in the rest of this Schedule 13G/A are calculated based upon the 25,173,346 shares of Common Stock issued and outstanding as reported to be outstanding as of November 9, 2017, as disclosed in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017 filed by the Company with the Securities Exchange Commission on November 14, 2017..
      (c) (i) Sole power to vote or direct the vote:  -0-
        (ii) Shared power to vote or direct the vote: 1,360,372
        (iii) Sole power to dispose or direct the disposition:  -0-
        (iv) Shared power to dispose or direct the disposition:  1,360,372
    CCPTE I has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which powers may also be exercised by CCPGP, its general partner, and CCCGP, the general partner of CCPGP.  Neither CCPGP nor CCCGP directly owns any of the shares of Common Stock.  By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the shares of Common Stock beneficially owned by CCPTE I.  However, none of the foregoing should be construed in and of itself as an admission by CCPGP or CCCGP or by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person.  In addition, each of CCPGP and CCCGP expressly disclaims beneficial ownership of shares of Common Stock owned by CCPTE I.

 

  C. Centerbridge Credit Partners General Partner, L.P.
      (a) Amount beneficially owned: 1,360,372
      (b) Percent of class:  5.4%
      (c) (i) Sole power to vote or direct the vote:  -0-

 

CUSIP No. 59804T40713G/APage 16 of 19 Pages

 

        (ii) Shared power to vote or direct the vote:  1,360,372
        (iii) Sole power to dispose or direct the disposition:  -0-
        (iv) Shared power to dispose or direct the disposition:  1,360,372
    CCPGP does not directly own any of the shares of Common Stock.  CCPGP, as general partner of CCP and CCPTE I has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by CCP and CCPTE I, which powers may also be exercised by CCCGP, the general partner of CCPGP.  By reason of the provisions of Rule 13d-3 of the Act, CCPGP may be deemed to beneficially own the shares of Common Stock beneficially owned by CCP and CCPTE I.  However, none of the foregoing should be construed in and of itself as an admission by CCPGP or CCCGP or by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person.  In addition, each of CCPGP and CCCGP expressly disclaims beneficial ownership of shares of Common Stock owned by CCP and CCPTE I.

 

  D. Centerbridge Credit Partners Offshore Intermediate III, L.P. and Centerbridge Credit Partners Offshore General Partner, L.P.
      (a) Amount beneficially owned: 397,742
      (b) Percent of class:  1.6%
      (c) (i) Sole power to vote or direct the vote:  -0-
        (ii) Shared power to vote or direct the vote:  397,742
        (iii) Sole power to dispose or direct the disposition:  -0-
        (iv) Shared power to dispose or direct the disposition:  397,742
    CCPOI III has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which powers may also be exercised by CCPOGP, its general partner, and CCCGP, the general partner of CCPOGP.  Neither CCPOGP nor CCCGP directly owns any of the shares of Common Stock.  By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the shares of Common Stock beneficially owned by CCPOI III.  However, none of the foregoing should be construed in and of itself as an admission by CCPOGP or CCCGP or by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person.  In addition, each of CCPOGP and CCCGP expressly disclaims beneficial ownership of shares of Common Stock owned by CCPOI III.

 

  E. Centerbridge Credit Cayman GP Ltd.
      (a) Amount beneficially owned: 1,758,114
      (b) Percent of class:  7.0%
      (c) (i) Sole power to vote or direct the vote:  -0-
        (ii) Shared power to vote or direct the vote:  1,758,114
        (iii) Sole power to dispose or direct the disposition:  -0-
        (iv) Shared power to dispose or direct the disposition:  1,758,114
    CCCGP does not directly own any of the shares of Common Stock.  CCCGP, as general partner of CCPGP and CCPOGP has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by CCP, CCPTE I and CCPOI III.  By reason of the provisions of Rule 13d-3 of the Act, CCCGP may be deemed to beneficially own the shares of Common Stock beneficially owned by CCP, CCPTE I and CCPOI III.  However, none of the foregoing should be construed in and of itself as an admission by CCCGP or by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person.  In addition, each CCCGP expressly disclaims beneficial ownership of shares of Common Stock owned by CCP, CCPTE I and CCPOI III

 

  F. Centerbridge Special Credit Partners II AIV III, L.P., CSCP II Cayman GP Ltd. and Centerbridge Special Credit Partners General Partner II, L.P.
      (a) Amount beneficially owned: 708,833
      (b) Percent of class:  2.8%

 

CUSIP No. 59804T40713G/APage 17 of 19 Pages

 

      (c) (i) Sole power to vote or direct the vote:  -0-
        (ii) Shared power to vote or direct the vote:  708,833
        (iii) Sole power to dispose or direct the disposition:  -0-
        (iv) Shared power to dispose or direct the disposition:  708,833
    CSCP AIV has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which powers may also be exercised by CSCPGP II, its general partner, and CSCP II Cayman Ltd., the general partner of CSCPGP II.  Neither CSCP II Cayman Ltd.nor CSCPGP II directly owns any of the shares of Common Stock.  By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the shares of Common Stock beneficially owned by CSCP AIV.  However, none of the foregoing should be construed in and of itself as an admission by CSCPGP II or CSCP II Cayman Ltd.or by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person.  In addition, each of CSCPGP II and CSCP II Cayman Ltd.expressly disclaims beneficial ownership of shares of Common Stock owned by CSCP AIV.

 

  G. Mark T. Gallogly and Jeffrey Aronson
      (a) Amount beneficially owned:  2,466,947
      (b) Percent of class: 9.8%  
      (c) (i) Sole power to vote or direct the vote:  -0-
        (ii) Shared power to vote or direct the vote:  2,466,947
        (iii) Sole power to dispose or direct the disposition:  -0-
        (iv) Shared power to dispose or direct the disposition of: 2,466,947
    Messrs. Gallogly and Aronson, indirectly, through various intermediate entities control each of the Centerbridge Funds.  Neither Mr. Gallogly nor Mr. Aronson directly owns any of the shares of Common Stock.  By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the shares of Common Stock beneficially owned by the Centerbridge Funds.  However, none of the foregoing should be construed in and of itself as an admission by Messrs. Gallogly or Aronson or by any Reporting Person as to beneficial ownership of the shares of Common Stock owned by another Reporting Person.  In addition, each of Mr. Gallogly and Mr. Aronson expressly disclaims beneficial ownership of the shares of Common Stock owned by any of the Centerbridge Funds.

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  Not applicable.
   

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   
  Not applicable.
   

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
   
  Not applicable.

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
   
  Not applicable.

 

 

CUSIP No. 59804T40713G/APage 18 of 19 Pages

 

Item 9. NOTICE OF DISSOLUTION OF GROUP
   
  Not applicable.

 

Item 10. CERTIFICATION

 

 

Each of the Reporting Persons hereby makes the following certification:

 

By signing below each of the Reporting Persons certifies that, to the best of its or his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

CUSIP No. 59804T40713G/APage 19 of 19 Pages

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATED: December 12, 2017

 

 

  CENTERBRIDGE CREDIT PARTNERS, L.P.
   
  By:  Centerbridge Credit Partners General Partner, L.P.,
  its general partner
   
  By:  Centerbridge Credit Cayman GP Ltd., its general
  partner
   
  /s/ Jeffrey H. Aronson
   
  -----------------------------------
  Name:  Jeffrey H. Aronson
  Title:  Authorized Signatory

 

 

  CENTERBRIDGE SPECIAL CREDIT PARTNERS II
  AIV III, L.P.
   
  By: Centerbridge Special Credit Partners II, L.P., its
  general partner
   
  By: CSCP II Cayman GP Ltd., its general partner
   
  By: /s/ Jeffrey H. Aronson
   
  -----------------------------------
  Name: Jeffrey H. Aronson

 

 

  CENTERBRIDGE CREDIT PARTNERS OFFSHORE
  INTERMEDIATE III, L.P.
   
  By: Centerbridge Credit Partners Offshore General
  Partner, L.P., its general partner
   
  By: Centerbridge Credit Cayman GP Ltd., its general
  partner
   
  By: /s/ Jeffrey H. Aronson
   
  -----------------------------------
  Name: Jeffrey H. Aronson

 

   

 

  CENTERBRIDGE CREDIT PARTNERS GENERAL
  PARTNER, L.P.
   
  By:  Centerbridge Credit Cayman GP Ltd., its general
  partner
   
  /s/ Jeffrey H. Aronson
   
  -----------------------------------
  Name:  Jeffrey H. Aronson
  Title:  Authorized Signatory

 

 

  CENTERBRIDGE CREDIT PARTNERS TE
  INTERMEDIATE I, L.P.
   
  By: Centerbridge Credit Partners General Partner, L.P.,
  its general partner
   
  By: Centerbridge Credit Cayman GP Ltd., its general
  partner
   
  By: /s/ Jeffrey H. Aronson
   
  -----------------------------------
  Name: Jeffrey H. Aronson

 

 

  CENTERBRIDGE SPECIAL CREDIT PARTNERS
  GENERAL PARTNER II, L.P.
   
  By: CSCP II Cayman GP Ltd., its general partner
   
  By: /s/ Jeffrey H. Aronson
   
  Name: Jeffrey H. Aronson
   
  -----------------------------------
  Title: Authorized Signatory

 

 

  CSCP II CAYMAN GP LTD.
   
  By: /s/ Jeffrey H. Aronson
   
  Name: Jeffrey H. Aronson
   
  -----------------------------------
  Title: Authorized Signatory

 

 

 

   

 

  CENTERBRIDGE CREDIT PARTNERS
  OFFSHORE GENERAL PARTNER, L.P.
   
  By:  Centerbridge Credit Cayman GP Ltd., its general
  partner
   
  /s/ Jeffrey H. Aronson
   
  --------------------------------------
  Name:  Jeffrey H. Aronson
  Title:  Authorized Signatory

 

 

  CENTERBRIDGE CREDIT CAYMAN GP LTD.
   
  By: /s/ Jeffrey H. Aronson
   
  Name: Jeffrey H. Aronson
   
  -----------------------------------
  Title: Authorized Signatory

 

 

  /s/ Mark T. Gallogly
   
  -------------------------------------
  MARK T. GALLOGLY
   
  /s/Jeffrey H. Aronson
   
  -------------------------------
  JEFFREY H. ARONSON