0000899243-17-008928.txt : 20170330 0000899243-17-008928.hdr.sgml : 20170330 20170330183219 ACCESSION NUMBER: 0000899243-17-008928 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170328 FILED AS OF DATE: 20170330 DATE AS OF CHANGE: 20170330 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MedEquities Realty Trust, Inc. CENTRAL INDEX KEY: 0001616314 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 465477146 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3100 WEST END AVENUE STREET 2: SUITE 1000 CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: (615) 324-7822 MAIL ADDRESS: STREET 1: 3100 WEST END AVENUE STREET 2: SUITE 1000 CITY: NASHVILLE STATE: TN ZIP: 37203 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BlueMountain Montenvers Master Fund SCA SICAV-SIF CENTRAL INDEX KEY: 0001577160 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37887 FILM NUMBER: 17727384 BUSINESS ADDRESS: STREET 1: 6D ROUTE DE TREVES CITY: SENNINGERBERG STATE: N4 ZIP: L-2633 BUSINESS PHONE: 212-905-3900 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BlueMountain Montenvers GP S.a.r.l. CENTRAL INDEX KEY: 0001578579 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37887 FILM NUMBER: 17727385 BUSINESS ADDRESS: STREET 1: 6D ROUTE DE TREVES CITY: SENINGERBERG STATE: N4 ZIP: B176316 BUSINESS PHONE: 212-905-3900 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BlueMountain Strategic Credit Master Fund L.P. CENTRAL INDEX KEY: 0001541091 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37887 FILM NUMBER: 17727386 BUSINESS ADDRESS: STREET 1: C/O MAPLES CORPORATE SERVICES LIMITED STREET 2: UGLAND HOUSE, PO BOX 309 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212-905-3900 MAIL ADDRESS: STREET 1: C/O BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC STREET 2: 280 PARK AVENUE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BlueMountain Strategic Credit GP, LLC CENTRAL INDEX KEY: 0001540952 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37887 FILM NUMBER: 17727387 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-03-28 0 0001616314 MedEquities Realty Trust, Inc. MRT 0001540952 BlueMountain Strategic Credit GP, LLC 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001541091 BlueMountain Strategic Credit Master Fund L.P. 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001578579 BlueMountain Montenvers GP S.a.r.l. 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001577160 BlueMountain Montenvers Master Fund SCA SICAV-SIF 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 Common Stock 2017-03-28 4 D 0 10740 0.00 D 2589054 I Footnotes Common Stock 2017-03-28 4 D 0 8487 0.00 D 2046132 I Footnotes Common Stock 2017-03-28 4 D 0 2253 0.00 D 542922 I Footnotes Common Stock 2017-03-28 4 D 0 2253 0.00 D 542922 I Footnotes Common Stock 2017-03-28 4 D 0 2253 0.00 D 542922 D Common Stock 2017-03-28 4 D 0 1728 0.00 D 417366 I Footnotes Common Stock 2017-03-28 4 D 0 1728 0.00 D 417366 D Common Stock 2017-03-28 4 D 0 2253 0.00 D 542922 I Footnotes Common Stock 2017-03-28 4 D 0 2253 0.00 D 542922 D Common Stock 2017-03-28 4 D 0 2253 0.00 D 542922 I Footnotes Common Stock 2017-03-28 4 D 0 2253 0.00 D 542922 D Common Stock 2017-03-28 4 D 0 2253 0.00 D 542922 I Footnotes Common Stock 2017-03-28 4 D 0 2253 0.00 D 542922 D Common Stock 2017-03-28 4 D 0 5368 9.23 D 2583686 I Footnotes Common Stock 2017-03-28 4 D 0 4243 9.23 D 2041889 I Footnotes Common Stock 2017-03-28 4 D 0 1125 9.23 D 541797 I Footnotes Common Stock 2017-03-28 4 D 0 1125 9.23 D 541797 I Footnotes Common Stock 2017-03-28 4 D 0 1125 9.23 D 541797 D Common Stock 2017-03-28 4 D 0 868 9.23 D 416498 I Footnotes Common Stock 2017-03-28 4 D 0 868 9.23 D 416498 D Common Stock 2017-03-28 4 D 0 1125 9.23 D 541797 I Footnotes Common Stock 2017-03-28 4 D 0 1125 9.23 D 541797 D Common Stock 2017-03-28 4 D 0 1125 9.23 D 541797 I Footnotes Common Stock 2017-03-28 4 D 0 1125 9.23 D 541797 D Common Stock 2017-03-28 4 D 0 1125 9.23 D 541797 I Footnotes Common Stock 2017-03-28 4 D 0 1125 9.23 D 541797 D The filing of this Form 4 shall not be construed as an admission that any of BlueMountain Capital Management, LLC ("BMCM"), GP Holdings, BMM GP (each as defined in Footnote 4), the General Partners or BMCA GP (each as defined in Footnote 3) is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any of the shares of Common Stock, par value $0.01 per share (the "Common Stock"), of MedEquities Realty Trust, Inc. (the "Issuer"). Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of BMCM, GP Holdings and the General Partners disclaims such beneficial ownership, except to the extent of its respective pecuniary interest. BMCM is the investment manager of each of: (i) Blue Mountain Credit Alternatives Master Fund L.P. ("BMCA"), which is the direct beneficial owner of 541,797 shares of Common Stock; (ii) BlueMountain Guadalupe Peak Fund L.P. ("BMGP"), which is the direct beneficial owner of 416,498 shares of Common Stock; (iii) BlueMountain Credit Opportunities Master Fund I L.P. ("BMCO"), which is the direct beneficial owner of 541,797 shares of Common Stock; (iv) BlueMountain Strategic Credit Master Fund L.P. ("BMSC" and, together with BMCA, BMGP and BMCO, the "Partnerships"), which is the direct beneficial owner of 541,797 shares of Common Stock; and (v) BlueMountain Montenvers Master Fund SCA SICAV-SIF ("BMM" and, together with the Partnerships, the "Funds"), which is the direct beneficial owner of 541,797 shares of Common Stock. BMCM, although it directs the voting and disposition of the Common Stock held by the Funds, only receives an asset-based fee relating to the Common Stock held by the Funds. (i) Blue Mountain CA Master Fund GP, Ltd. ("BMCA GP") is the general partner of BMCA and has an indirect profits interest in the Common Stock beneficially owned by it; (ii) Blue Mountain Credit GP, LLC ("BMC GP") is the sole owner of BMCA GP and has an indirect profits interest in the Common Stock beneficially owned by BMCA; (iii) BlueMountain Long/Short Credit GP, LLC ("BMGP GP") is the general partner of BMGP and has an indirect profits interest in the Common Stock beneficially owned by it; (iv) BlueMountain Credit Opportunities GP I, LLC ("BMCO GP") is the general partner of BMCO and has an indirect profits interest in the Common Stock beneficially owned by it; (v) BlueMountain Strategic Credit GP, LLC ("BMSC GP" and, together with BMC GP, BMGP GP and BMCO GP, the "General Partners") is the general partner of BMSC and has an indirect profits interest in the Common Stock beneficially owned by it; and (vi) BlueMountain Montenvers GP S.a r.l. ("BMM GP") is the general partner of BMM and has an indirect profits interest in the Common Stock beneficially owned by it. BlueMountain GP Holdings, LLC ("GP Holdings") is the sole owner of each of the General Partners and thus has an indirect profits interest in the Common Stock beneficially owned by the Partnerships. BMCM is the sole owner of BMM GP and thus has an indirect profits interest in the Common Stock beneficially owned by BMM. On March 28, 2017, pursuant to an agreement with the Issuer, (i) BMCA forfeited 2,253 shares of Common Stock, (ii) BMGP forfeited 1,728 shares of Common Stock, (iii) BMCO forfeited 2,253 shares of Common Stock, (iv) BMSC forfeited 2,253 shares of Common Stock and (v) BMM forfeited 2,253 shares of Common Stock. On March 28, 2017, pursuant to an agreement with the Issuer, the Issuer repurchased (i) 1,125 shares of Common Stock from BMCA for $9.23 per share, (ii) 868 shares of Common Stock from BMGP for $9.23 per share, (iii) 1,125 shares of Common Stock from BMCO for $9.23 per share, (iv) 1,125 shares of Common Stock from BMSC for $9.23 per share and (v) 1,125 shares of Common Stock from BMM for $9.23 per share. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16(a)-3(j) under the Exchange Act. The Form 4 for certain additional Reporting Persons is being filed separately and simultaneously with this Form 4 due to the limitation of 10 Reporting Persons per filing. BlueMountain Strategic Credit GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer 2017-03-30 BlueMountain Strategic Credit Master Fund L.P., By: BlueMountain Strategic Credit GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer 2017-03-30 BlueMountain Montenvers GP S.a r.l., By: /s/ Eric M. Albert, Chief Compliance Officer 2017-03-30 BlueMountain Montenvers Master Fund SCA SICAV-SIF, By: BlueMountain Montenvers GP S.a r.l., By: /s/ Eric M. Albert, Chief Compliance Officer 2017-03-30