0000902664-14-000219.txt : 20140117 0000902664-14-000219.hdr.sgml : 20140117 20140117161201 ACCESSION NUMBER: 0000902664-14-000219 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140117 DATE AS OF CHANGE: 20140117 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NewPage Holdings Inc. CENTRAL INDEX KEY: 0001578086 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 461505118 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87662 FILM NUMBER: 14535271 BUSINESS ADDRESS: STREET 1: 8540 GANDER CREEK DRIVE CITY: MIAMISBURG STATE: OH ZIP: 45342 BUSINESS PHONE: (877) 855-7243 MAIL ADDRESS: STREET 1: 8540 GANDER CREEK DRIVE CITY: MIAMISBURG STATE: OH ZIP: 45342 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Centerbridge Credit Partners, L.P. CENTRAL INDEX KEY: 0001422713 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 375 PARK AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 212-672-5080 MAIL ADDRESS: STREET 1: 375 PARK AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10152 FORMER COMPANY: FORMER CONFORMED NAME: CENTERBRIDGE CREDIT PARTNERS LP DATE OF NAME CHANGE: 20080103 SC 13G 1 p14-0103sc13g.htm CENTERBRIDGE CREDIT PARTNERS, L.P.

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.   )*
 

NewPage Holdings, Inc.

(Name of Issuer)
 

Common Stock, $0.001 par value

(Title of Class of Securities)
 

None

(CUSIP Number)
 

January 8, 2014

(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)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 31 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. None13GPage 2 of 31 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

246,862

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

246,862

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

246,862

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.5%

12

TYPE OF REPORTING PERSON

PN

         
 
CUSIP No. None13GPage 3 of 31 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

62,830

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

62,830

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

62,830

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.9%

12

TYPE OF REPORTING PERSON

PN

         
 
CUSIP No. None13GPage 4 of 31 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

309,692

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

309,692

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

309,692

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.4%

12

TYPE OF REPORTING PERSON

PN

         
 
CUSIP No. None13GPage 5 of 31 Pages

 

1

NAME OF REPORTING PERSON

Centerbridge Credit GP Investors, L.L.C.

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

309,692

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

309,692

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

309,692

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.4%

12

TYPE OF REPORTING PERSON

OO

         

 

 
CUSIP No. None13GPage 6 of 31 Pages

 

1

NAME OF REPORTING PERSON

Centerbridge Credit Partners Master, 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

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

350,320

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

350,320

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

350,320

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.0%

12

TYPE OF REPORTING PERSON

PN

         
 
CUSIP No. None13GPage 7 of 31 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

350,320

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

350,320

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

350,320

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.0%

12

TYPE OF REPORTING PERSON

PN

         
 
CUSIP No. None13GPage 8 of 31 Pages

 

1

NAME OF REPORTING PERSON

Centerbridge Credit Offshore GP Investors, L.L.C.

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

350,320

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

350,320

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

350,320

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.0%

12

TYPE OF REPORTING PERSON

OO

         

 

 
CUSIP No. None13GPage 9 of 31 Pages

 

1

NAME OF REPORTING PERSON

Centerbridge Special 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

189,756

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

189,756

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

189,756

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.7%

12

TYPE OF REPORTING PERSON

PN

         
 
CUSIP No. None13GPage 10 of 31 Pages

 

1

NAME OF REPORTING PERSON

Centerbridge Special 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

189,756

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

189,756

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

189,756

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.7%

12

TYPE OF REPORTING PERSON

PN

         

 

 
CUSIP No. None13GPage 11 of 31 Pages

 

1

NAME OF REPORTING PERSON

Centerbridge Special GP Investors, L.L.C.

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

189,756

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

189,756

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

189,756

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.7%

12

TYPE OF REPORTING PERSON

OO

         
 
CUSIP No. None13GPage 12 of 31 Pages

 

1

NAME OF REPORTING PERSON

Centerbridge Special Credit Partners 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

97,124

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

97,124

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

97,124

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.4%

12

TYPE OF REPORTING PERSON

PN

         
 
CUSIP No. None13GPage 13 of 31 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

97,124

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

97,124

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

97,124

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.4%

12

TYPE OF REPORTING PERSON

PN

         

 

 
CUSIP No. None13GPage 14 of 31 Pages

 

1

NAME OF REPORTING PERSON

Centerbridge Special GP Investors II, L.L.C.

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

97,124

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

97,124

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

97,124

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.4%

12

TYPE OF REPORTING PERSON

OO

         
 
CUSIP No. None13GPage 15 of 31 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

946,892

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

946,892

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

946,892

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

13.4%

12

TYPE OF REPORTING PERSON

IN

         
 
CUSIP No. None13GPage 16 of 31 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

946,892

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

946,892

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

946,892

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

13.4%

12

TYPE OF REPORTING PERSON

IN

         

 

 
CUSIP No. None13GPage 17 of 31 Pages

 

 

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

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
   
  The Company's principal executive offices are located at 8540 Gander Creek Drive, Miamisburg, Ohio 45342.

 

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 ("CCPTEI"), 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 CCPTEI, with respect to the Common Stock beneficially owned by CCP and CCPTEI;
  (iv) Centerbridge Credit GP Investors, L.L.C., a Delaware limited liability company ("CCGPI"), as general partner of CCPGP, with respect to the Common Stock beneficially owned by CCP and CCPTEI;
  (v) Centerbridge Credit Partners Master, L.P., a Cayman Islands exempted limited partnership ("CCPM"), with respect to the Common Stock beneficially owned by it;
  (vi) Centerbridge Credit Partners Offshore General Partner, L.P., a Delaware limited partnership ("CCPOGP"), with respect to the Common Stock beneficially owned by CCPM;
  (vii) Centerbridge Credit Offshore GP Investors, L.L.C., a Delaware limited liability company ("CCOGPI"), as general partner of CCPOGP, with respect to the Common Stock beneficially owned by CCPM;
  (viii) Centerbridge Special Credit Partners, L.P., a Delaware limited partnership ("CSCP"), with respect to the Common Stock beneficially owned by it;
  (ix) Centerbridge Special Credit Partners General Partner, L.P., a Delaware limited partnership ("CSCPGP"), as general partner of CSCP, with respect to the Common Stock beneficially owned by CSCP;
  (x) Centerbridge Special GP Investors, L.L.C., a Delaware limited liability company ("CSGPI"), as general partner of CSCPGP, with respect to the Common Stock beneficially owned by CSCP;
  (xi) Centerbridge Special Credit Partners II, L.P., a Delaware limited partnership ("CSCP II"), with respect to the Common Stock beneficially owned by it;
  (xii) Centerbridge Special Credit Partners General Partner II, L.P., a Delaware limited partnership ("CSCPGP II"), as general partner of CSCP II, with respect to the Common Stock beneficially owned by CSCP II;
  (xiii) Centerbridge Special GP Investors II, L.L.C., a Delaware limited liability company ("CSGPI II"), as general partner of CSCPGP II, with respect to the Common Stock beneficially owned by CSCP II;
 
CUSIP No. None13GPage 18 of 31 Pages

 

  (xiv) Mark T. Gallogly ("Mr. Gallogly"), as managing member of CCGPI, CCOGPI, CSGPI and CSGPI II, with respect to the Common Stock beneficially owned by CCP, CCPTEI, CCPM, CSCP and CSCP II; and
  (xv) Jeffrey H. Aronson ("Mr. Aronson"), as managing member of CCGPI, CCOGPI, CSGPI and CSGPI II, with respect to the Common Stock beneficially owned by CCP, CCPTEI, CCPM, CSCP and CSCP II.
   
  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.

 

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, CCPTEI, CCPGP, CCPOGP, CSCP, CSCPGP, CSCP II and CSCPGP II are limited partnerships organized under the laws of the State of Delaware.  CCPM is an exempted limited partnership organized under the laws of the Cayman Islands.  CCGPI, CCOGPI, CSGPI and CSGPI II are limited liability companies organized under the laws of the State of Delaware.  Messrs. Gallogly and Aronson are citizens of the United States.

 

Item 2(d). TITLE OF CLASS OF SECURITIES
   
  Common Stock, $0.001 par value per share ("Common Stock").

 

 
CUSIP No. None13GPage 19 of 31 Pages

 

Item 2(e). CUSIP NUMBER
   
  2806779Q

 

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).

 

 

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 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:  246,862
      (b) Percent of class: 3.5%.  The percentages used herein and in the rest of Item 4 are calculated based upon the 7,063,671 shares of Common Stock issued and outstanding as disclosed in Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on January 8, 2014.
      (c) (i) Sole power to vote or direct the vote:  -0-
        (ii) Shared power to vote or direct the vote:  246,862
        (iii) Sole power to dispose or direct the disposition:  -0-
 
CUSIP No. None13GPage 20 of 31 Pages

        (iv)

Shared power to dispose or direct the disposition of: 246,862

 

    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 CCGPI, the general partner of CCPGP.  Neither CCPGP nor CCGPI 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 CCGPI 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 CCGPI expressly disclaims beneficial ownership of shares of Common Stock owned by CCP.

 

  B. Centerbridge Credit Partners TE Intermediate I, L.P.
      (a) Amount beneficially owned:  62,830
      (b) Percent of class: 0.9%.
      (c) (i) Sole power to vote or direct the vote:  -0-
        (ii) Shared power to vote or direct the vote:  62,830
        (iii) Sole power to dispose or direct the disposition:  -0-
        (iv)

Shared power to dispose or direct the disposition of: 62,830

 

    CCPTEI 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 CCGPI, the general partner of CCPGP.  Neither CCPGP nor CCGPI 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 CCPTEI.  However, none of the foregoing should be construed in and of itself as an admission by CCPGP or CCGPI 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 CCGPI expressly disclaims beneficial ownership of shares of Common Stock owned by CCPTEI.

 

  C. Centerbridge Credit Partners General Partner, L.P. and Centerbridge Credit GP Investors, L.L.C.
      (a) Amount beneficially owned:  309,692
      (b) Percent of class: 4.4%.
      (c) (i) Sole power to vote or direct the vote:  -0-
        (ii) Shared power to vote or direct the vote:  1,698,927
        (iii) Sole power to dispose or direct the disposition:  -0-
        (iv)

Shared power to dispose or direct the disposition of: 1,698,927

 

    Each of CCP and CCPTEI 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 CCGPI, the general partner of CCPGP.  Neither CCPGP nor CCGPI 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 and CCPTEI.  However, none of the foregoing should be construed in and of itself as an admission by CCPGP or CCGPI 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 CCGPI expressly disclaims beneficial ownership of shares of Common Stock owned by CCP and CCPTEI.

 
CUSIP No. None13GPage 21 of 31 Pages

 

  D. Centerbridge Credit Partners Master, L.P., Centerbridge Credit Partners Offshore General Partner, L.P. and Centerbridge Credit Offshore GP Investors, L.L.C.
      (a) Amount beneficially owned:  350,320
      (b) Percent of class:  5.0%
      (c) (i) Sole power to vote or direct the vote:  -0-
        (ii) Shared power to vote or direct the vote:  350,320
        (iii) Sole power to dispose or direct the disposition:  -0-
        (iv)

Shared power to dispose or direct the disposition: 350,320

 

    CCPM 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 CCOGPI, the general partner of CCPOGP.  Neither CCOGPI nor CCPOGP 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 CCPM.  However, none of the foregoing should be construed in and of itself as an admission by CCOGPI or CCPOGP or by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person.  In addition, each of CCOGPI and CCPOGP expressly disclaims beneficial ownership of shares of Common Stock owned by CCPM.

 

  E. Centerbridge Special Credit Partners, L.P., Centerbridge Special Credit Partners General Partner, L.P. and Centerbridge Special GP Investors, L.L.C.
      (a) Amount beneficially owned:  189,756
      (b) Percent of class: 2.7%  
      (c) (i) Sole power to vote or direct the vote:  -0-
        (ii) Shared power to vote or direct the vote:  189,756
        (iii) Sole power to dispose or direct the disposition:  -0-
        (iv)

Shared power to dispose or direct the disposition of: 189,756

 

    CSCP 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, its general partner, and CSGPI, the general partner of CSCPGP.  Neither CSCPGP nor CSGPI 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.  However, none of the foregoing should be construed in and of itself as an admission by CSCPGP or CSGPI or by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person.  In addition, each of CSCPGP and CSGPI expressly disclaims beneficial ownership of shares of Common Stock owned by CSCP.

 

 

  F. Centerbridge Special Credit Partners II, L.P., Centerbridge Special Credit Partners General Partner II, L.P. and Centerbridge Special GP Investors II, L.L.C.
      (a) Amount beneficially owned:  97,124
      (b) Percent of class: 1.4%  
      (c) (i) Sole power to vote or direct the vote:  -0-
        (ii) Shared power to vote or direct the vote:  97,124
        (iii) Sole power to dispose or direct the disposition:  -0-
        (iv)

Shared power to dispose or direct the disposition of: 97,124

 

 
CUSIP No. None13GPage 22 of 31 Pages

 

    CSCP II 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 CSGPI II, the general partner of CSCPGP II.  Neither CSCPGP II nor CSGPI 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 II.  However, none of the foregoing should be construed in and of itself as an admission by CSCPGP II or CSGPI II 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 CSGPI II expressly disclaims beneficial ownership of shares of Common Stock owned by CSCP II.

 

  G. Mark T. Gallogly and Jeffrey Aronson
      (a) Amount beneficially owned:  946,892
      (b) Percent of class: 13.4%  
      (c) (i) Sole power to vote or direct the vote:  -0-
        (ii) Shared power to vote or direct the vote:  946,892
        (iii) Sole power to dispose or direct the disposition:  -0-
        (iv)

Shared power to dispose or direct the disposition of: 946,892

 

    Messrs. Gallogly and Aronson, as managing members of CCGPI, CCOGPI, CSGPI and CSGPI II, share power to vote the Common Stock beneficially owned by CCP, CCPTEI, CCPM, CSCP and CSCP II.  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 CCP, CCPTEI, CCPM, CSCP and CSCP II.  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 shares of Common Stock owned by another Reporting Person.  In addition, each of Mr. Gallogly and Mr. Aronson expressly disclaims beneficial ownership of shares of Common Stock owned by any of CCP, CCPTEI, CCPM, CSCP and CSCP II.

 

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.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP
   
  Not applicable.

 

 
CUSIP No. None13GPage 23 of 31 Pages

 

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. None13GPage 24 of 31 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: January 17, 2014

  CENTERBRIDGE CREDIT PARTNERS, L.P.  
  By: Centerbridge Credit Partners
General Partner, L.P., its general partner		  
     
  By:  Centerbridge Credit GP Investors, L.L.C., 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 GP Investors, L.L.C., its general partner  
     
 

/s/ Jeffrey H. Aronson

  
  Name: Jeffrey H. Aronson  
  Title: Authorized Signatory  
     
  CENTERBRIDGE CREDIT PARTNERS
GENERAL PARTNER, L.P.		  
     
  By: Centerbridge Credit Partners
General Partner, L.P., its general partner		  
     
  By:  Centerbridge Credit GP Investors, L.L.C., its general partner  
     
 

/s/ Jeffrey H. Aronson

  
  Name: Jeffrey H. Aronson  
  Title: Authorized Signatory  
     
  Centerbridge Credit GP Investors, L.L.C.  
     
 

/s/ Jeffrey H. Aronson

  
  Name: Jeffrey H. Aronson  
  Title: Authorized Signatory  
     
         
 
CUSIP No. None13GPage 25 of 31 Pages

 

  CENTERBRIDGE CREDIT PARTNERS
MASTER, L.P.		  
     
  By:  Centerbridge Credit Partners Offshore General Partner, L.P., its general partner  
     
  By:  Centerbridge Credit Offshore GP Investors, L.L.C., its general partner  
     
 

/s/ Jeffrey H. Aronson

  
  Name: Jeffrey H. Aronson  
  Title: Authorized Signatory  
     
 

CENTERBRIDGE CREDIT PARTNERS

OFFSHORE GENERAL PARTNER, L.P.

  
     
  By:  Centerbridge Credit Offshore GP Investors, L.L.C., its general partner  
     
 

/s/ Jeffrey H. Aronson

  
  Name: Jeffrey H. Aronson  
  Title: Authorized Signatory  
     
  Centerbridge Credit Offshore GP Investors, L.L.C.  
     
 

/s/ Jeffrey H. Aronson

  
  Name: Jeffrey H. Aronson  
  Title: Authorized Signatory  
     
  CENTERBRIDGE SPECIAL CREDIT PARTNERS, L.P.  
     
  By:   Centerbridge Special Credit Partners  
    General Partner, L.P.,  
    its general partner  
     
  By:   Centerbridge Special GP Investors, L.L.C., its  
    general partner  
     
 

/s/ Jeffrey H. Aronson

  
  Name: Jeffrey H. Aronson  
  Title: Authorized Signatory  
     
         
 
CUSIP No. None13GPage 26 of 31 Pages

 

  CENTERBRIDGE SPECIAL CREDIT PARTNERS
GENERAL PARTNER, L.P.		  
     
  By:  Centerbridge Special GP Investors, L.L.C., its general partner  
     
 

/s/ Jeffrey H. Aronson

  
  Name: Jeffrey H. Aronson  
  Title: Authorized Signatory  
     
  Centerbridge Special GP Investors, L.L.C.  
     
 

/s/ Jeffrey H. Aronson

  
  Name: Jeffrey H. Aronson  
  Title: Authorized Signatory  
     
  CENTERBRIDGE SPECIAL CREDIT PARTNERS II, L.P.  
     
  By:   Centerbridge Special Credit Partners  
    General Partner II, L.P.,  
    its general partner  
     
  By:   Centerbridge Special GP Investors II, L.L.C., its  
    general partner  
     
 

/s/ Jeffrey H. Aronson

  
  Name: Jeffrey H. Aronson  
  Title: Authorized Signatory  
     
  CENTERBRIDGE SPECIAL CREDIT PARTNERS
GENERAL PARTNER II, L.P.		  
     
  By:  Centerbridge Special GP Investors II, L.L.C., its general partner  
     
 

/s/ Jeffrey H. Aronson

  
  Name: Jeffrey H. Aronson  
  Title: Authorized Signatory  
     
  Centerbridge Special GP Investors II, L.L.C.  
     
 

/s/ Jeffrey H. Aronson

  
  Name: Jeffrey H. Aronson  
  Title: Authorized Signatory  
         
 
CUSIP No. None13GPage 27 of 31 Pages

 

 

  MARK T. GALLOGLY  
     
 

/s/ Mark T. Gallogly

  
     
     
  JEFFREY H. ARONSON  
     
 

/s/ Jeffrey H. Aronson

  
     

 

 

 
CUSIP No. None13GPage 28 of 31 Pages

EXHIBIT 1

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G 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 him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATED: January 17, 2014

 

  CENTERBRIDGE CREDIT PARTNERS, L.P.  
  By: Centerbridge Credit Partners
General Partner, L.P., its general partner		  
     
  By:  Centerbridge Credit GP Investors, L.L.C., 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 GP Investors, L.L.C., its general partner  
     
 

/s/ Jeffrey H. Aronson

  
  Name: Jeffrey H. Aronson  
  Title: Authorized Signatory  
     
  CENTERBRIDGE CREDIT PARTNERS
GENERAL PARTNER, L.P.		  
     
  By: Centerbridge Credit Partners
General Partner, L.P., its general partner		  
     
  By:  Centerbridge Credit GP Investors, L.L.C., its general partner  
     
 

/s/ Jeffrey H. Aronson

  
  Name: Jeffrey H. Aronson  
  Title: Authorized Signatory  
     
         
 
CUSIP No. None13GPage 29 of 31 Pages

 

 

  Centerbridge Credit GP Investors, L.L.C.  
     
 

/s/ Jeffrey H. Aronson

  
  Name: Jeffrey H. Aronson  
  Title: Authorized Signatory  
     
  CENTERBRIDGE CREDIT PARTNERS
MASTER, L.P.		  
     
  By:  Centerbridge Credit Partners Offshore General Partner, L.P., its general partner  
     
  By:  Centerbridge Credit Offshore GP Investors, L.L.C., its general partner  
     
 

/s/ Jeffrey H. Aronson

  
  Name: Jeffrey H. Aronson  
  Title: Authorized Signatory  
     
 

CENTERBRIDGE CREDIT PARTNERS

OFFSHORE GENERAL PARTNER, L.P.

  
     
  By:  Centerbridge Credit Offshore GP Investors, L.L.C., its general partner  
     
 

/s/ Jeffrey H. Aronson

  
  Name: Jeffrey H. Aronson  
  Title: Authorized Signatory  
     
  Centerbridge Credit Offshore GP Investors, L.L.C.  
     
 

/s/ Jeffrey H. Aronson

  
  Name: Jeffrey H. Aronson  
  Title: Authorized Signatory  
     
  CENTERBRIDGE SPECIAL CREDIT PARTNERS, L.P.  
     
  By:   Centerbridge Special Credit Partners  
    General Partner, L.P.,  
    its general partner  
     
  By:   Centerbridge Special GP Investors, L.L.C., its  
    general partner  
     
 

/s/ Jeffrey H. Aronson

  
  Name: Jeffrey H. Aronson  
  Title: Authorized Signatory  
     
         
 
CUSIP No. None13GPage 30 of 31 Pages

 

  CENTERBRIDGE SPECIAL CREDIT PARTNERS
GENERAL PARTNER, L.P.		  
     
  By:  Centerbridge Special GP Investors, L.L.C., its general partner  
     
 

/s/ Jeffrey H. Aronson

  
  Name: Jeffrey H. Aronson  
  Title: Authorized Signatory  
     
  Centerbridge Special GP Investors, L.L.C.  
     
 

/s/ Jeffrey H. Aronson

  
  Name: Jeffrey H. Aronson  
  Title: Authorized Signatory  
     
  CENTERBRIDGE SPECIAL CREDIT PARTNERS II, L.P.  
     
  By:   Centerbridge Special Credit Partners  
    General Partner II, L.P.,  
    its general partner  
     
  By:   Centerbridge Special GP Investors II, L.L.C., its  
    general partner  
     
 

/s/ Jeffrey H. Aronson

  
  Name: Jeffrey H. Aronson  
  Title: Authorized Signatory  
     
  CENTERBRIDGE SPECIAL CREDIT PARTNERS
GENERAL PARTNER II, L.P.		  
     
  By:  Centerbridge Special GP Investors II, L.L.C., its general partner  
     
 

/s/ Jeffrey H. Aronson

  
  Name: Jeffrey H. Aronson  
  Title: Authorized Signatory  
     
  Centerbridge Special GP Investors II, L.L.C.  
     
 

/s/ Jeffrey H. Aronson

  
  Name: Jeffrey H. Aronson  
  Title: Authorized Signatory  
     
         
 
CUSIP No. None13GPage 31 of 31 Pages

 

  MARK T. GALLOGLY  
     
     
 

/s/ Mark T. Gallogly

  
     
     
  JEFFREY H. ARONSON  
     
     
 

/s/ Jeffrey H. Aronson