*
|
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 disclosures provided in a prior cover page.
|
CUSIP No. 13057Q305
|
SCHEDULE 13D
|
Page 2 of 8
|
1
|
NAME OF REPORTING PERSON
GoldenTree Asset Management LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
19,882,817 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
19,882,817
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,882,817
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9% (2)
|
|
14
|
TYPE OF REPORTING PERSON
IA, PN
|
|
(1)
|
Represents (i) 19,407,261 common shares, $0.01par value per share “Common Shares”) of the Issuer, and (ii) 475,556 Common Shares that would result from the exercise of 475,556 warrants of
the Issuer entitling the holder thereof to purchase one Common Share at an exercise price of $36.01 per share (the “Warrants”).
|
(2)
|
Based on 83,319,721 Common Shares outstanding, as reported on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 5, 2020 (the “Form 10-Q”).
|
CUSIP No. 13057Q305
|
SCHEDULE 13D
|
Page 3 of 8
|
1
|
NAME OF REPORTING PERSON
GoldenTree Asset Management LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
19,882,817 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
19,882,817
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,882,817
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9% (2)
|
|
14
|
TYPE OF REPORTING PERSON
HC, OO
|
|
(1)
|
Represents (i) 19,407,261 Common Shares of the Issuer, and (ii) 475,556 Common Shares that would result from the exercise of 475,571 Warrants.
|
(2)
|
Based on 83,319,721 Common Shares outstanding, as reported on the Form 10-Q.
|
CUSIP No. 13057Q305
|
SCHEDULE 13D
|
Page 4 of 8
|
1
|
NAME OF REPORTING PERSON
Steven A. Tananbaum
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
19,882,817 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
19,882,817
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,882,817
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9% (2)
|
|
14
|
TYPE OF REPORTING PERSON
HC, IN
|
|
(1)
|
Represents (i) 19,407,261 Common Shares of the Issuer, and (ii) 475,556 Common Shares that would result from the exercise of 475,571 Warrants.
|
(2)
|
Based on 83,319,721 Common Shares outstanding, as reported on the Form 10-Q.
|
CUSIP No. 13057Q305
|
SCHEDULE 13D
|
Page 5 of 8
|
1
|
NAME OF REPORTING PERSON
GoldenTree Distressed Master Fund III LTD
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
5,245,348 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
5,245,348
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,245,348
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3% (2)
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
(1)
|
Represents (i) 5,086,101 Common Shares of the Issuer, and (ii) 159,247 Common Shares that would result from the exercise of 159,247 Warrants.
|
(2)
|
Based on 83,319,721 Common Shares outstanding, as reported on the Form 10-Q.
|
CUSIP No. 13057Q305
|
SCHEDULE 13D
|
Page 6 of 8
|
ITEM 1.
|
Security and Issuer.
|
ITEM 2.
|
Identity and Background.
|
ITEM 3.
|
Source and Amount of Funds or Other Consideration.
|
Fund or Managed Account
|
Common Shares
|
Warrants
|
GOLDENTREE DISTRESSED MASTER FUND III LTD
|
5,086,101
|
159,247
|
Other Funds and Managed Accounts
|
14,321,160
|
316,212
|
Total
|
19,407,261
|
475,459
|
ITEM 4.
|
Purpose of Transaction.
|
CUSIP No. 13057Q305
|
SCHEDULE 13D
|
Page 7 of 8
|
ITEM 5.
|
Interest in Securities of the Issuer.
|
ITEM 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Item 7.
|
Material to Be Filed as Exhibits.
|
Exhibit
|
Description
|
|
99.1
|
Agreement Regarding the Joint Filing of Schedule 13D by and among the Reporting Persons (previously filed).
|
|
99.2
|
Form of Registration Rights Agreement between the Issuer, the Reporting Persons and certain other shareholders identified therein (incorporated by reference to Exhibit 10.1 of the Form
8-A12B).
|
CUSIP No. 13057Q305
|
SCHEDULE 13D
|
Page 8 of 8
|
GOLDENTREE ASSET MANAGEMENT LP
|
||
By: GoldenTree Asset Management LLC, its general partner
|
||
/s/ Steven A. Tananbaum
|
||
By: Steven A. Tananbaum
|
||
Title: Managing Member
|
||
GOLDENTREE ASSET MANAGEMENT LLC
|
||
/s/ Steven A. Tananbaum
|
||
By: Steven A. Tananbaum
|
||
Title: Managing Member
|
||
STEVEN A. TANANBAUM
|
||
/s/ Steven A. Tananbaum
|
||
Steven A. Tananbaum
|
||
GOLDENTREE DISTRESSED MASTER FUND III LTD
|
||
By: GoldenTree Asset Management LP, its investment advisor
|
||
/s/ Steven A. Tananbaum |
||
By: Steven A. Tananbaum |
||
Title: Authorized Person
|