SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
MEDEQUITIES REALTY TRUST, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
58409L306
(CUSIP Number)
Eric M. Albert
BlueMountain Capital Management, LLC
280 Park Avenue, 12th Floor
New York, New York 10017
212-905-5647
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 28, 2017
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons 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. |
The information required on 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. 58409L306
1 | NAMES OF REPORTING PERSONS
BlueMountain Capital Management, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) ☒ (b) ☐ | |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See instructions)
WC | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
2,583,686 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
2,583,686 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,583,686 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1% (1) | |||||
14 | TYPE OF REPORTING PERSON (See instructions)
IA |
(1) | The percentage set forth in Row 13 of this Cover Page is based on the 31,790,607 shares of Common Stock (as defined in Item 1) of the Issuer (as defined in Item 1) outstanding as of February 22, 2017, as reported on Form DEF 14A (as defined in Item 5). |
CUSIP No. 58409L306
1 | NAMES OF REPORTING PERSONS
BlueMountain GP Holdings, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) ☒ (b) ☐ | |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See instructions)
WC | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
2,041,889 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
2,041,889 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,041,889 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4% (1) | |||||
14 | TYPE OF REPORTING PERSON (See instructions)
OO |
(1) | The percentage set forth in Row 13 of this Cover Page is based on the 31,790,607 shares of Common Stock of the Issuer outstanding as of February 22, 2017, as reported on Form DEF 14A. |
CUSIP No. 58409L306
1 | NAMES OF REPORTING PERSONS
Blue Mountain Credit GP, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) ☒ (b) ☐ | |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See instructions)
WC | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
541,797 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
541,797 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
541,797 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7% (1) | |||||
14 | TYPE OF REPORTING PERSON (See instructions)
OO |
(1) | The percentage set forth in Row 13 of this Cover Page is based on the 31,790,607 shares of Common Stock of the Issuer outstanding as of February 22, 2017, as reported on Form DEF 14A. |
CUSIP No. 58409L306
1 | NAMES OF REPORTING PERSONS
Blue Mountain CA Master Fund GP, Ltd. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) ☒ (b) ☐ | |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See instructions)
WC | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
541,797 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
541,797 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
541,797 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7% (1) | |||||
14 | TYPE OF REPORTING PERSON (See instructions)
CO |
(1) | The percentage set forth in Row 13 of this Cover Page is based on the 31,790,607 shares of Common Stock of the Issuer outstanding as of February 22, 2017, as reported on Form DEF 14A. |
CUSIP No. 58409L306
1 | NAMES OF REPORTING PERSONS
Blue Mountain Credit Alternatives Master Fund L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) ☒ (b) ☐ | |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See instructions)
WC | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
541,797 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
541,797 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
541,797 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7% (1) | |||||
14 | TYPE OF REPORTING PERSON (See instructions)
PN |
(1) | The percentage set forth in Row 13 of this Cover Page is based on the 31,790,607 shares of Common Stock of the Issuer outstanding as of February 22, 2017, as reported on Form DEF 14A. |
CUSIP No. 58409L306
1 | NAMES OF REPORTING PERSONS
BlueMountain Long/Short Credit GP, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) ☒ (b) ☐ | |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See instructions)
WC | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
416,498 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
416,498 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
416,498 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3% (1) | |||||
14 | TYPE OF REPORTING PERSON (See instructions)
OO |
(1) | The percentage set forth in Row 13 of this Cover Page is based on the 31,790,607 shares of Common Stock of the Issuer outstanding as of February 22, 2017, as reported on Form DEF 14A. |
CUSIP No. 58409L306
1 | NAMES OF REPORTING PERSONS
BlueMountain Guadalupe Peak Fund L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) ☒ (b) ☐ | |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See instructions)
WC | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
416,498 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
416,498 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
416,498 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3% (1) | |||||
14 | TYPE OF REPORTING PERSON (See instructions)
PN |
(1) | The percentage set forth in Row 13 of this Cover Page is based on the 31,790,607 shares of Common Stock of the Issuer outstanding as of February 22, 2017, as reported on Form DEF 14A. |
CUSIP No. 58409L306
1 | NAMES OF REPORTING PERSONS
BlueMountain Credit Opportunities GP I, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) ☒ (b) ☐ | |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See instructions)
WC | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
541,797 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
541,797 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
541,797 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7% (1) | |||||
14 | TYPE OF REPORTING PERSON (See instructions)
OO |
(1) | The percentage set forth in Row 13 of this Cover Page is based on the 31,790,607 shares of Common Stock of the Issuer outstanding as of February 22, 2017, as reported on Form DEF 14A. |
CUSIP No. 58409L306
1 | NAMES OF REPORTING PERSONS
BlueMountain Credit Opportunities Master Fund I L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) ☒ (b) ☐ | |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See instructions)
WC | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
541,797 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
541,797 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
541,797 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7% (1) | |||||
14 | TYPE OF REPORTING PERSON (See instructions)
PN |
(1) | The percentage set forth in Row 13 of this Cover Page is based on the 31,790,607 shares of Common Stock of the Issuer outstanding as of February 22, 2017, as reported on Form DEF 14A. |
CUSIP No. 58409L306
1 | NAMES OF REPORTING PERSONS
BlueMountain Strategic Credit GP, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) ☒ (b) ☐ | |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See instructions)
WC | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
541,797 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
541,797 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
541,797 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7% (1) | |||||
14 | TYPE OF REPORTING PERSON (See instructions)
OO |
(1) | The percentage set forth in Row 13 of this Cover Page is based on the 31,790,607 shares of Common Stock of the Issuer outstanding as of February 22, 2017, as reported on Form DEF 14A. |
CUSIP No. 58409L306
1 | NAMES OF REPORTING PERSONS
BlueMountain Strategic Credit Master Fund L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) ☒ (b) ☐ | |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See instructions)
WC | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
541,797 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
541,797 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
541,797 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7% (1) | |||||
14 | TYPE OF REPORTING PERSON (See instructions)
PN |
(1) | The percentage set forth in Row 13 of this Cover Page is based on the 31,790,607 shares of Common Stock of the Issuer outstanding as of February 22, 2017, as reported on Form DEF 14A. |
CUSIP No. 58409L306
1 | NAMES OF REPORTING PERSONS
BlueMountain Montenvers GP S.à r.l. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) ☒ (b) ☐ | |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See instructions)
WC | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
541,797 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
541,797 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
541,797 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7% (1) | |||||
14 | TYPE OF REPORTING PERSON (See instructions)
CO |
(1) The percentage set forth in Row 13 of this Cover Page is based on the 31,790,607 shares of Common Stock of the Issuer outstanding as of February 22, 2017, as reported on Form DEF 14A.
CUSIP No. 58409L306
1 | NAMES OF REPORTING PERSONS
BlueMountain Montenvers Master Fund SCA SICAV-SIF | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) ☒ (b) ☐ | |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See instructions)
WC | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
541,797 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
541,797 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
541,797 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7% (1) | |||||
14 | TYPE OF REPORTING PERSON (See instructions)
PN |
(1) | The percentage set forth in Row 13 of this Cover Page is based on the 31,790,607 shares of Common Stock of the Issuer outstanding as of February 22, 2017, as reported on Form DEF 14A. |
CUSIP No. 58409L306
Item 1. Security of the Issuer.
This Amendment No. 1 amends the Schedule 13D filed with the Securities and Exchange Commission on October 11, 2016 (the Schedule 13D), relating to the shares of Common Stock, par value $0.01 per share (the Common Stock), of MedEquities Realty Trust, Inc., a Maryland corporation (the Issuer). The Issuers principal executive office is located at 3100 West End Avenue, Suite 1000, Nashville, Tennessee 37203. Unless specifically amended hereby, the disclosures set forth in the Schedule 13D remain unchanged.
Item 2. Identity and Background.
Paragraphs (a), (b), (c) and (f) of Item 2 of the Schedule 13D are hereby deleted and replaced with the following:
(a-c) This Statement is being filed by the following beneficial owners of Common Stock (each, a Reporting Person):
(i) | Blue Mountain Credit Alternatives Master Fund L.P., a Cayman Islands exempted limited partnership (BMCA), with respect to the Common Stock directly owned by it; |
(ii) | Blue Mountain CA Master Fund GP, Ltd., a Cayman Islands exempted limited company (BMCA GP), with respect to the Common Stock directly owned by BMCA; |
(iii) | Blue Mountain Credit GP, LLC, a Delaware limited liability company (BMC GP), which serves as the sole owner of BMCA GP, with respect to the Common Stock directly owned by BMCA; |
(iv) | BlueMountain Guadalupe Peak Fund L.P., a Delaware limited partnership (BMGP), with respect to the Common Stock directly owned by it; |
(v) | BlueMountain Long/Short Credit GP, LLC, a Delaware limited liability company (BMGP GP), with respect to the Common Stock directly owned by BMGP; |
(vi) | BlueMountain Credit Opportunities Master Fund I L.P., a Cayman Islands exempted limited partnership (BMCO), with respect to the Common Stock directly owned by it; |
(vii) | BlueMountain Credit Opportunities GP I, LLC, a Delaware limited liability company (BMCO GP), with respect to the Common Stock directly owned by BMCO; |
(viii) | BlueMountain Strategic Credit Master Fund L.P., a Cayman Islands exempted limited partnership (BMSC and, together with BMCA, BMGP and BMCO, the Partnerships), with respect to the Common Stock directly owned by it; |
(ix) | BlueMountain Strategic Credit GP, LLC, a Delaware limited liability company (BMSC GP and, together with BMC GP, BMGP GP and BMCO GP, the General Partners), with respect to the Common Stock directly owned by BMSC; |
(x) | BlueMountain Montenvers Master Fund SCA SICAV-SIF, an investment company with variable share capital organized as a specialized investment fund in the form of a corporate partnership limited by shares under the laws of Luxembourg (BMM and, together with the Partnerships, the BlueMountain Funds), with respect to the Common Stock directly owned by it; |
(xi) | BlueMountain Montenvers GP S.à r.l., a private limited company incorporated under the laws of Luxembourg (BMM GP), with respect to the Common Stock directly owned by BMM; |
(xii) | BlueMountain GP Holdings, LLC, a Delaware limited liability company (GP Holdings), which serves as the sole owner of each of the General Partners, with respect to the Common Stock directly owned by each of the Partnerships; and |
(xiii) | BlueMountain Capital Management, LLC, a Delaware limited liability company (BMCM or the Investment Manager), which serves as investment manager to the BlueMountain Funds and the sole owner of BMM GP, and has investment discretion with respect to the Common Stock directly owned by the BlueMountain Funds. |
The principal business of: (i) each of the BlueMountain Funds is to serve as a private investment fund; (ii) each of BMCA GP, BMGP GP, BMCO GP, BMSC GP and BMM GP is to serve as the general partner of BMCA, BMGP, BMCO, BMSC and BMM, respectively; (iii) BMC GP is to serve as the sole owner of BMCA GP; (iv) GP Holdings is to serve as the sole owner of each of the General Partners; and (v) the Investment Manager is to serve as investment manager to, and to make investment decisions on behalf of, the BlueMountain Funds and to serve as the sole owner of BMM GP.
CUSIP No. 58409L306
The executive officers, directors, and control persons of the Reporting Persons are as follows:
Andrew Feldstein | Chief Executive Officer and Co-Chief Investment Officer of the Investment Manager; Chief Executive Officer and Co-Chief Investment Officer of GP Holdings; Director of BMCA GP; Manager of BMC GP; Manager of BMGP GP; Manager of BMCO GP; | |
Michael Liberman | Co-President and Partner of the Investment Manager; Co-President and Partner of GP Holdings | |
Stephen Siderow | Co-President and Partner of the Investment Manager; Co-President and Partner of GP Holdings | |
Derek Smith | Co-Chief Investment Officer and Partner of the Investment Manager; Co-Chief Investment Officer and Partner of GP Holdings | |
Nathaniel Dalton | Director of BMCA GP; Manager of BMC GP | |
Alan Gerstein | Manager of BMGP GP; Manager of BMCO GP; Manager of BMM GP | |
Elizabeth Gile | Director of BMCA GP; Manager of BMC GP; Manager of BMGP GP; Manager of BMCO GP | |
Todd Groome | Manager of BMM GP | |
Gary Linford | Director of BMCA GP; Manager of BMC GP; Manager of BMGP GP; Manager of BMCO GP | |
William Reeves | Director of BMCA GP; Manager of BMC GP | |
David Rubenstein | Manager of BMM GP | |
Mark Shapiro | Director of BMCA GP; Manager of BMC GP; Manager of BMGP GP; Manager of BMCO GP; Manager of BMM GP | |
Elli Stevens | Manager of BMM GP |
The business address of each BlueMountain Fund (other than BMGP and BMM) and BMCA GP is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. The business address of BMGP, each General Partner, GP Holdings, the Investment Manager, Mr. Feldstein, Mr. Liberman, Mr. Siderow, Mr. Smith, Mr. Dalton, Mr. Gerstein, Ms. Gile, Mr. Reeves, Mr. Rubenstein and Mr. Shapiro is 280 Park Avenue, 12th Floor, New York, New York 10017. The business address of Mr. Groome and Mr. Linford is c/o HighWater, Pavilion Commercial Centre, 1st Floor, 802 West Bay Road, P.O. Box 30599, KY1-1203, Grand Cayman, Cayman Islands. The business address of each of BMM, BMM GP and Ms. Stevens is 6D, Route de Treves, L-2633 Seningerberg, Luxembourg B176.316.
(f) Mr. Feldstein, Mr. Liberman, Mr. Siderow, Mr. Smith, Mr. Dalton, Mr. Gerstein, Ms. Gile, Mr. Groome, Mr. Reeves, Mr. Rubenstein and Mr. Shapiro are U.S. citizens. Mr. Linford is a South African citizen. Ms. Stevens is a British citizen.
Item 5. Interest in Securities of the Issuer.
Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D are hereby deleted and replaced with the following:
(a-b) All percentages set forth in this Schedule 13D are based on the Issuers 31,790,607 shares of Common Stock outstanding as of February 22, 2017, as reported on the Issuers Form DEF 14A filed with the Securities and Exchange Commission on March 17, 2017 (Form DEF 14A). The information set forth in Rows 7-13 of each Cover Page of this Schedule 13D is hereby incorporated herein by reference.
BMCA GP, BMM GP, the General Partners, GP Holdings and BMCM expressly declare that this filing shall not be construed as an admission that each is, for the purposes of sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this filing.
None of the Reporting Persons beneficially own any other shares of Common Stock of the Issuer.
CUSIP No. 58409L306
(c) During the last 60 days ending March 28, 2017, the BlueMountain Funds effected the following transactions in the Common Stock:
Date | BlueMountain Fund | Amount | Price per Share | Type of Transaction | ||||||||||
March 28, 2017 |
BMCA | 2,253 | $ | 0 | disposition to Issuer | |||||||||
March 28, 2017 |
BMCA | 1,125 | $ | 9.23 | disposition to Issuer | |||||||||
March 28, 2017 |
BMGP | 1,728 | $ | 0 | disposition to Issuer | |||||||||
March 28, 2017 |
BMGP | 868 | $ | 9.23 | disposition to Issuer | |||||||||
March 28, 2017 |
BMCO | 2,253 | $ | 0 | disposition to Issuer | |||||||||
March 28, 2017 |
BMCO | 1,125 | $ | 9.23 | disposition to Issuer | |||||||||
March 28, 2017 |
BMSC | 2,253 | $ | 0 | disposition to Issuer | |||||||||
March 28, 2017 |
BMSC | 1,125 | $ | 9.23 | disposition to Issuer | |||||||||
March 28, 2017 |
BMM | 2,253 | $ | 0 | disposition to Issuer | |||||||||
March 28, 2017 |
BMM | 1,125 | $ | 9.23 | disposition to Issuer |
No other Reporting Person effected any transactions in any securities of the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended by adding the following:
Pursuant to the MedEquities/BlueMountain Letter Agreement dated March 28, 2017 (the Letter Agreement): (i) on March 28, 2017, the BlueMountain Funds forfeited and returned to the Issuer 10,740 shares of Common Stock that were previously granted to the BMCM Board designees; (ii) on March 28, 2017, the Issuer repurchased from the BlueMountain Funds an aggregate of 5,368 shares of Common Stock for an aggregate purchase price of $49,546.64; (iii) BMCM agreed to pay to the Issuer $28,977.64, which represents all dividends paid to date on the 16,108 shares of Common Stock previously granted to the BMCM Board designees and transferred to the BlueMountain Funds; and (iv) BMCM and the Issuer agreed that each BMCM Board designee who is a BMCM employee will receive, in lieu of any award of restricted shares of Common Stock granted to the other non-employee directors of the Issuer, a cash award equal to (a) 100% of the value of the restricted shares of Common Stock that each other non-employee director of the Issuer may receive for 2017 and 2018 and (b) 75% of the value of the restricted shares of Common Stock that each other non-employee director of the Issuer may receive for each year thereafter.
The summary of the Letter Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the text of the Letter Agreement, a copy of which is being filed as Exhibit 3 hereto and is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
The following shall be added to the end of Item 7:
3. MedEquities/BlueMountain Letter Agreement dated March 28, 2017, attached as Exhibit 3 hereto.
4. Joint Filing Agreement dated March 29, 2017, attached as Exhibit 4 hereto.
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement with respect to the undersigned is true, complete and correct.
Date: March 29, 2017
BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC | ||
By: | /s/ ERIC M. ALBERT | |
Name: Eric M. Albert, Chief Compliance Officer | ||
BLUEMOUNTAIN GP HOLDINGS, LLC | ||
By: | /s/ ERIC M. ALBERT | |
Name: Eric M. Albert, Chief Compliance Officer | ||
BLUE MOUNTAIN CREDIT GP, LLC | ||
BY: BLUEMOUNTAIN GP HOLDINGS, LLC | ||
By: | /s/ ERIC M. ALBERT | |
Name: Eric M. Albert, Chief Compliance Officer | ||
BLUE MOUNTAIN CA MASTER FUND GP, LTD. | ||
By: | /s/ ANDREW FELDSTEIN | |
Name: Andrew Feldstein, Director | ||
BLUE MOUNTAIN CREDIT ALTERNATIVES MASTER FUND L.P. BY: BLUE MOUNTAIN CA MASTER FUND GP, LTD. | ||
By: | /s/ ANDREW FELDSTEIN | |
Name: Andrew Feldstein, Director | ||
BLUEMOUNTAIN LONG/SHORT CREDIT GP, LLC | ||
BY: BLUEMOUNTAIN GP HOLDINGS, LLC | ||
By: | /s/ ERIC M. ALBERT | |
Name: Eric M. Albert, Chief Compliance Officer | ||
BLUEMOUNTAIN GUADALUPE PEAK FUND L.P. | ||
BY: BLUEMOUNTAIN LONG/SHORT CREDIT GP, LLC | ||
BY: BLUEMOUNTAIN GP HOLDINGS, LLC | ||
By: | /s/ ERIC M. ALBERT | |
Name: Eric M. Albert, Chief Compliance Officer |
BLUEMOUNTAIN CREDIT OPPORTUNITIES GP I, LLC | ||
BY: BLUEMOUNTAIN GP HOLDINGS, LLC | ||
By: | /s/ ERIC M. ALBERT | |
Name: Eric M. Albert, Chief Compliance Officer | ||
BLUEMOUNTAIN CREDIT OPPORTUNITIES MASTER FUND I L.P. | ||
BY: BLUEMOUNTAIN CREDIT OPPORTUNITIES GP I, LLC | ||
BY: BLUEMOUNTAIN GP HOLDINGS, LLC | ||
By: | /s/ ERIC M. ALBERT | |
Name: Eric M. Albert, Chief Compliance Officer | ||
BLUEMOUNTAIN STRATEGIC CREDIT GP, LLC | ||
BY: BLUEMOUNTAIN GP HOLDINGS, LLC | ||
By: | /s/ ERIC M. ALBERT | |
Name: Eric M. Albert, Chief Compliance Officer | ||
BLUEMOUNTAIN STRATEGIC CREDIT MASTER FUND L.P. | ||
BY: BLUEMOUNTAIN STRATEGIC CREDIT GP, LLC | ||
BY: BLUEMOUNTAIN GP HOLDINGS, LLC | ||
By: | /s/ ERIC M. ALBERT | |
Name: Eric M. Albert, Chief Compliance Officer | ||
BLUEMOUNTAIN MONTENVERS GP S.à r.l. | ||
By: | /s/ ERIC M. ALBERT | |
Name: Eric M. Albert, Chief Compliance Officer | ||
BLUEMOUNTAIN MONTENVERS MASTER FUND SCA SICAV-SIF | ||
BY: BLUEMOUNTAIN MONTENVERS GP S.à r.l. | ||
By: | /s/ ERIC M. ALBERT | |
Name: Eric M. Albert, Chief Compliance Officer |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representatives authority to sign on behalf of such person shall be filed with the statement; provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
Exhibit 3
MedEquities Realty Trust, Inc.
3100 West End Avenue, Suite 1000
Nashville, TN 37203
March 28, 2017
Blue Mountain Credit Alternatives Master Fund L.P.
BlueMountain Credit Opportunities Master Fund I L.P.
BlueMountain Montenvers Master Fund SCA SICAV-SIF
BlueMountain Strategic Credit Master Fund L.P.
BlueMountain Guadalupe Peak Fund L.P.
c/o BlueMountain Capital Management, LLC
280 Park Avenue, 12th Floor
New York, NY 10017
RE: Compensation for BlueMountain Director Designees
Ladies and Gentlemen:
Pursuant to the BlueMountain Rights Agreement, dated July 25, 2014 (the Rights Agreement), by and between MedEquities Realty Trust, Inc. (the Company) and BlueMountain Capital Management, LLC (BlueMountain), BlueMountain has designated two persons (each, a BlueMountain Designee and, together, the BlueMountain Designees) to the Companys board of directors (the Board) since July 31, 2014. The BlueMountain Designees have been employees of BlueMountain since July 31, 2014 and, in accordance with BlueMountains policies, any compensation payable to the BlueMountain Designees as directors of the Company has been paid or transferred to BlueMountain or the BlueMountain Funds (as defined below), including an aggregate of 16,108 restricted shares of the Companys common stock, $0.01 par value per share (Common Stock), granted to the BlueMountain Designees in 2014 and 2015. BlueMountain has advised the Company that there are potential adverse tax implications to BlueMountain and BlueMountain Funds related to their receipt of restricted shares of Common Stock, and has requested that the Company modify the director compensation structure for the BlueMountain Designees to address such potential adverse tax implications. As a result, each of the BlueMountain Designees waived receipt of the $50,000 grant of restricted shares of Common Stock that was made to the other non-employee directors of the Company on January 1, 2016.
In light of the foregoing, the Company, BlueMountain and Blue Mountain Credit Alternatives Master Fund L.P., BlueMountain Credit Opportunities Master Fund I L.P., BlueMountain Montenvers Master Fund SCA SICAV-SIF, BlueMountain Strategic Credit Master Fund L.P. and BlueMountain Guadalupe Peak Fund L.P. (each a BlueMountain Fund and, collectively, the BlueMountain Funds) hereby agree as follows:
1. The BlueMountain Funds shall, effective as of the date first set forth above (the Effective Date), forfeit and return to the Company an aggregate of 10,740 vested shares of Common Stock that were previously granted to the BlueMountain Designees and transferred to the BlueMountain Funds.
2. On the effective date, the Company shall repurchase from the BlueMountain Funds an aggregate of 5,368 restricted shares of Common Stock at a price per share equal to $9.23 (which represents 85% of the average closing prices of the Common Stock on the New York Stock Exchange for the five consecutive trading days immediately prior to the Effective Date), for an aggregate purchase price of $49,546.64, with payment to be made to BlueMountain.
3. The BlueMountain Funds shall pay to the Company $ 28,977.64, which represents all dividends paid to date on the 16,108 shares of Common Stock previously granted to the BlueMountain Designees and transferred to the BlueMountain Funds.
4. Each BlueMountain Designee who is an employee of BlueMountain will receive, in lieu of any award of restricted shares of Common Stock granted to the other non-employee directors of the Company, a cash award equal to (a) 100% of the value of the restricted shares of Common Stock that each other non-employee director of the Company may receive for 2017 and 2018 and (b) 75% of the value of the restricted shares of Common Stock that each other non-employee director of the Company may receive for each year thereafter. Any such cash award shall vest pursuant to the same schedule and subject to the same conditions as the awards of restricted shares of Common Stock granted to the other non-employee directors of the Company. For example, for the 2017 cash award, $25,000 will be paid to each BlueMountain Designee on January 1 of each of 2018, 2019 and 2020, subject to the BlueMountain Designees continued service as a director of the Company on such dates. Notwithstanding the foregoing, nothing contained herein shall limit discretion of the Board or the Compensation Committee of Board in granting equity awards to non-employee directors of the Company.
Nothing contained herein shall be construed to expand or otherwise modify the rights and obligations of the Company and BlueMountain under the BlueMountain Rights Agreement.
Each of the Company, BlueMountain and the BlueMountain Funds hereby agrees to execute and deliver all such further instruments and documents (including, but not limited to, instruction letters to the transfer agent for the Common Stock) and take all such other actions as may reasonably be required to carry out the transactions contemplated hereby.
This agreement may be executed in any number of counterparts (including by facsimile transmission or electronic mail in portable document format), each of which shall be deemed to be an original copy and all of which, when taken together, shall constitute one agreement.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND.
[Signature Page Follows]
2
Very truly yours, | ||
MEDEQUITIES REALTY TRUST, INC. | ||
By: | /s/ JEFFERY C. WALRAVEN | |
Name: Jeffery C. Walraven | ||
Title: Executive Vice President & Chief Financial Officer |
ACCEPTED AND AGREED TO AS | ||
OF THE DATE FIRST WRITTEN ABOVE: | ||
BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC | ||
By: | /s/ RICHARD HORNE | |
Name: Richard Horne | ||
Title: Deputy General Counsel, Tax | ||
BLUE MOUNTAIN CREDIT ALTERNATIVES MASTER FUND L.P. | ||
By: BlueMountain Capital Management, LLC, its manager | ||
By: | /s/ RICHARD HORNE | |
Name: Richard Horne | ||
Title: Deputy General Counsel, Tax | ||
BLUEMOUNTAIN CREDIT OPPORTUNITIES MASTER FUND I L.P. | ||
By: BlueMountain Capital Management, LLC, its manager | ||
By: | /s/ RICHARD HORNE | |
Name: Richard Horne | ||
Title: Deputy General Counsel, Tax | ||
BLUEMOUNTAIN MONTENVERS MASTER FUND SCA SICAV-SIF | ||
By: BlueMountain Capital Management, LLC, its manager | ||
By: | /s/ RICHARD HORNE | |
Name: Richard Horne | ||
Title: Deputy General Counsel, Tax | ||
BLUEMOUNTAIN STRATEGIC CREDIT MASTER FUND L.P. | ||
By: BlueMountain Capital Management, LLC, its manager | ||
By: | /s/ RICHARD HORNE | |
Name: Richard Horne | ||
Title: Deputy General Counsel, Tax |
Signature Page to MedEquities/BlueMountain Latter Agreement
BLUEMOUNTAIN GUADALUPE PEAK FUND L.P. | ||
By: BlueMountain Capital Management, LLC, its manager | ||
By: | /s/ RICHARD HORNE | |
Name: Richard Horne | ||
Title: Deputy General Counsel, Tax |
Signature Page to MedEquities/BlueMountain Latter Agreement
Exhibit 4
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D 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 it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that it knows or has reason to believe that such information is inaccurate.
DATED: March 29, 2017
BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC | ||
By: | /s/ ERIC M. ALBERT | |
Name: Eric M. Albert, Chief Compliance Officer | ||
BLUEMOUNTAIN GP HOLDINGS, LLC | ||
By: | /s/ ERIC M. ALBERT | |
Name: Eric M. Albert, Chief Compliance Officer | ||
BLUE MOUNTAIN CREDIT GP, LLC | ||
BY: BLUEMOUNTAIN GP HOLDINGS, LLC | ||
By: | /s/ ERIC M. ALBERT | |
Name: Eric M. Albert, Chief Compliance Officer | ||
BLUE MOUNTAIN CA MASTER FUND GP, LTD. | ||
By: | /s/ ANDREW FELDSTEIN | |
Name: Andrew Feldstein, Director | ||
BLUE MOUNTAIN CREDIT ALTERNATIVES MASTER FUND L.P. | ||
BY: BLUE MOUNTAIN CA MASTER FUND GP, LTD. | ||
By: | /s/ ANDREW FELDSTEIN | |
Name: Andrew Feldstein, Director | ||
BLUEMOUNTAIN LONG/SHORT CREDIT GP, LLC | ||
BY: BLUEMOUNTAIN GP HOLDINGS, LLC | ||
By: | /s/ ERIC M. ALBERT | |
Name: Eric M. Albert, Chief Compliance Officer |
BLUEMOUNTAIN GUADALUPE PEAK FUND L.P. | ||
BY: BLUEMOUNTAIN LONG/SHORT CREDIT GP, LLC | ||
BY: BLUEMOUNTAIN GP HOLDINGS, LLC | ||
By: | /s/ ERIC M. ALBERT | |
Name: Eric M. Albert, Chief Compliance Officer | ||
BLUEMOUNTAIN CREDIT OPPORTUNITIES GP I, LLC | ||
BY: BLUEMOUNTAIN GP HOLDINGS, LLC | ||
By: | /s/ ERIC M. ALBERT | |
Name: Eric M. Albert, Chief Compliance Officer | ||
BLUEMOUNTAIN CREDIT OPPORTUNITIES MASTER FUND I L.P. | ||
BY: BLUEMOUNTAIN CREDIT OPPORTUNITIES GP I, LLC | ||
BY: BLUEMOUNTAIN GP HOLDINGS, LLC | ||
By: | /s/ ERIC M. ALBERT | |
Name: Eric M. Albert, Chief Compliance Officer | ||
BLUEMOUNTAIN STRATEGIC CREDIT GP, LLC | ||
BY: BLUEMOUNTAIN GP HOLDINGS, LLC | ||
By: | /s/ ERIC M. ALBERT | |
Name: Eric M. Albert, Chief Compliance Officer | ||
BLUEMOUNTAIN STRATEGIC CREDIT MASTER FUND L.P. | ||
BY: BLUEMOUNTAIN STRATEGIC CREDIT GP, LLC | ||
BY: BLUEMOUNTAIN GP HOLDINGS, LLC | ||
By: | /s/ ERIC M. ALBERT | |
Name: Eric M. Albert, Chief Compliance Officer | ||
BLUEMOUNTAIN MONTENVERS GP S.à r.l. | ||
By: | /s/ ERIC M. ALBERT | |
Name: Eric M. Albert, Chief Compliance Officer | ||
BLUEMOUNTAIN MONTENVERS MASTER FUND SCA SICAV-SIF | ||
BY: BLUEMOUNTAIN MONTENVERS GP S.à r.l. | ||
By: | /s/ ERIC M. ALBERT | |
Name: Eric M. Albert, Chief Compliance Officer |