0001209191-14-072063.txt : 20141201 0001209191-14-072063.hdr.sgml : 20141201 20141201203244 ACCESSION NUMBER: 0001209191-14-072063 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140715 FILED AS OF DATE: 20141201 DATE AS OF CHANGE: 20141201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BlueMountain Distressed GP, LLC CENTRAL INDEX KEY: 0001541090 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-00087 FILM NUMBER: 141259055 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BlueMountain Credit Opportunities GP I, LLC CENTRAL INDEX KEY: 0001564703 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-00087 FILM NUMBER: 141259057 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-00087 FILM NUMBER: 141259059 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 Montenvers Master Fund SCA SICAV-SIF CENTRAL INDEX KEY: 0001577160 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-00087 FILM NUMBER: 141259060 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 Long/Short Credit & Distressed Reflection Fund, a sub fund of AAI BlueMountain Fund PLC CENTRAL INDEX KEY: 0001546863 STATE OF INCORPORATION: L2 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-00087 FILM NUMBER: 141259061 BUSINESS ADDRESS: STREET 1: BEAUX LANE HOUSE, MERCER STREET LOWER CITY: DUBLIN STATE: L2 ZIP: DUBLIN 2 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 GP Holdings, LLC CENTRAL INDEX KEY: 0001540859 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-00087 FILM NUMBER: 141259062 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE, STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-00087 FILM NUMBER: 141259064 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 Distressed Master Fund L.P. CENTRAL INDEX KEY: 0001540862 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-00087 FILM NUMBER: 141259056 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 Credit Opportunities Master Fund I L.P. CENTRAL INDEX KEY: 0001564705 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-00087 FILM NUMBER: 141259058 BUSINESS ADDRESS: STREET 1: C/O MAPLES CORPORATE SERVICES LIMITED STREET 2: PO BOX 309 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212-905-3900 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EASTMAN KODAK CO CENTRAL INDEX KEY: 0000031235 STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861] IRS NUMBER: 160417150 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 343 STATE ST CITY: ROCHESTER STATE: NY ZIP: 14650-0910 BUSINESS PHONE: 7167244000 MAIL ADDRESS: STREET 1: 343 STATE STREET CITY: ROCHESTER STATE: NY ZIP: 14650 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-00087 FILM NUMBER: 141259063 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/A 1 doc4a.xml FORM 4/A SUBMISSION X0306 4/A 2014-07-15 2013-10-09 0 0000031235 EASTMAN KODAK CO KODK 0001540859 BlueMountain GP Holdings, LLC 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001546863 BlueMountain Long/Short Credit & Distressed Reflection Fund, a sub fund of AAI BlueMountain Fund PLC 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 0001578579 BlueMountain Montenvers GP S.a.r.l. 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001564705 BlueMountain Credit Opportunities Master Fund I L.P. 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001564703 BlueMountain Credit Opportunities GP I, LLC 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001540862 BlueMountain Distressed Master Fund L.P. 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001541090 BlueMountain Distressed 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 0001540952 BlueMountain Strategic Credit GP, LLC 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 Common Stock 2014-07-15 4 J 0 30102 A 2961422 D Common Stock 2014-07-15 4 J 0 9874 A 970012 D Common Stock 2014-07-15 4 J 0 1928 A 189520 D Common Stock 2014-07-15 4 J 0 3248 A 321891 D Common Stock 2014-07-15 4 J 0 2599 A 249521 D Common Stock 2014-07-15 4 J 0 19676 A 1889144 D Common Stock 2014-07-15 4 J 0 3525 A 349977 D Common Stock 2014-07-15 4 J 0 1895 A 181923 D Common Stock 2014-07-15 4 J 0 2732 A 262289 D Common Stock 2014-07-15 4 J 0 1768 A 169803 D Common Stock 2014-07-15 4 J 0 77347 A 7545502 I See Footnotes 125% Warrants 14.93 2014-07-15 4 J 0 10461 A 2013-09-03 2018-09-03 Common Stock 10461 92252 D 135% Warrants 16.12 2014-07-15 4 J 0 10461 A 2013-09-03 2018-09-03 Common Stock 10461 92252 D 125% Warrants 14.93 2014-07-15 4 J 0 3431 A 2013-09-03 2018-09-03 Common Stock 3431 30221 D 135% Warrants 16.12 2014-07-15 4 J 0 3431 A 2013-09-03 2018-09-03 Common Stock 3431 30221 D 125% Warrants 14.93 2014-07-15 4 J 0 670 A 2013-09-03 2018-09-03 Common Stock 670 5904 D 135% Warrants 16.12 2014-07-15 4 J 0 670 A 2013-09-03 2018-09-03 Common Stock 670 5904 D 125% Warrants 14.93 2014-07-15 4 J 0 1129 A 2013-09-03 2018-09-03 Common Stock 1129 10019 D 135% Warrants 16.12 2014-07-15 4 J 0 1129 A 2013-09-03 2018-09-03 Common Stock 1129 10019 D 125% Warrants 14.93 2014-07-15 4 J 0 903 A 2013-09-03 2018-09-03 Common Stock 903 7792 D 135% Warrants 16.12 2014-07-15 4 J 0 903 A 2013-09-03 2018-09-03 Common Stock 903 7792 D 125% Warrants 14.93 2014-07-15 4 J 0 6838 A 2013-09-03 2018-09-03 Common Stock 6838 59001 D 135% Warrants 16.12 2014-07-15 4 J 0 6838 A 2013-09-03 2018-09-03 Common Stock 6838 59001 D 125% Warrants 14.93 2014-07-15 4 J 0 1226 A 2013-09-03 2018-09-03 Common Stock 1226 10891 D 135% Warrants 16.12 2014-07-15 4 J 0 1226 A 2013-09-03 2018-09-03 Common Stock 1226 10891 D 125% Warrants 14.93 2014-07-15 4 J 0 658 A 2013-09-03 2018-09-03 Common Stock 658 5681 D 135% Warrants 16.12 2014-07-15 4 J 0 658 A 2013-09-03 2018-09-03 Common Stock 658 5681 D 125% Warrants 14.93 2014-07-15 4 J 0 949 A 2013-09-03 2018-09-03 Common Stock 949 8191 D 135% Warrants 16.12 2014-07-15 4 J 0 949 A 2013-09-03 2018-09-03 Common Stock 949 8191 D 125% Warrants 14.93 2014-07-15 4 J 0 614 A 2013-09-03 2018-09-03 Common Stock 614 5302 D 135% Warrants 16.12 2014-07-15 4 J 0 614 A 2013-09-03 2018-09-03 Common Stock 614 5302 D 125% Warrants 14.93 2014-07-15 4 J 0 26879 A 2013-09-03 2018-09-03 Common Stock 26879 235254 I See Footnotes 135% Warrants 16.12 2014-07-15 4 J 0 26879 A 2013-09-03 2018-09-03 Common Stock 26879 235254 I See Footnotes The filing of this Form 4 shall not be construed as an admission that any of BlueMountain Capital Management, LLC ("BMCM"), GP Holdings (as defined in Footnote 8) or the General Partners (as defined in Footnote 7) 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 (i) the shares of Common Stock, par value $0.01 per share (the "Common Stock") of Eastman Kodak Company (the "Issuer"), (ii) any warrants to purchase shares of Common Stock at an exercise price of $14.93 (the "125% Warrants") or (iii) any warrants to purchase shares of Common Stock at an exercise price of $16.12 (the "135% Warrants"). 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 2,961,422 shares of Common Stock, 92,252 125% Warrants and 92,252 135% Warrants; (ii) BlueMountain Long/Short Credit Master Fund L.P. ("BMLSC"), which is the direct beneficial owner of 970,012 shares of Common Stock, 30,221 125% Warrants and 30,221 135% Warrants; (iii) BlueMountain Guadalupe Peak Fund L.P. ("BMGP"), which is the direct beneficial owner of 189,520 shares of Common Stock, 5,904 125% Warrants and 5,904 135% Warrants; (iv) BlueMountain Timberline Ltd. ("BMT"), which is the direct beneficial owner of 321,891 shares of Common Stock, 10,019 125% Warrants and 10,019 135% Warrants; (v) BlueMountain Kicking Horse Fund L.P. ("BMKH"), which is the direct beneficial owner of 249,521 shares of Common Stock, 7,792 125% Warrants and 7,792 135% Warrants; (vi) BlueMountain Credit Opportunities Master Fund I L.P. ("BMCO"), which is the direct beneficial owner of 1,889,144 shares of Common Stock, 59,001 125% Warrants and 59,001 135% Warrants; (vii) BlueMountain Distressed Master Fund L.P. ("BMD"), which is the direct beneficial owner of 349,977 shares of Common Stock, 10,891 125% Warrants and 10,891 135% Warrants; (viii) BlueMountain Montenvers Master Fund SCA SICAV-SIF ("BMM"), which is the direct beneficial owner of 181,923 shares of Common Stock, 5,681 125% Warrants and 5,681 135% Warrants; (ix) BlueMountain Strategic Credit Master Fund L.P. ("BMSC" and together with BMCA, BMLSC, BMGP, BMKH, BMM, BMCO and BMD, the "Partnerships," and the Partnerships together with BMT, the "Funds"), which is the direct beneficial owner of 262,289 shares of Common Stock, 8,191 125%Warrants and 8,191 135% Warrants; and (x) BlueMountain Long/Short Credit & Distressed Reflection Fund, a sub fund of AAI BlueMountain Fund plc ("AAI"), which is the direct beneficial owner of 169,803 shares of Common Stock, 5,302 125% Warrants and 5,302 135% Warrants. The shareholding information set forth in Footnotes 2 and 3 and this Footnote 4 is as of July 15, 2014. BMCM, although it directs the voting and disposition of the Common Stock held by the Funds and AAI, only receives an asset-based fee relating to the Common Stock held by the Funds and an asset-based and performance-based fee relating to the Common Stock held by AAI. (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) BlueMountain Long/Short Credit GP, LLC ("BMLSC GP") is the general partner of each of BMLSC and BMGP and has an indirect profits interest in the Common Stock beneficially owned by each of them; (iii) BlueMountain Kicking Horse Fund GP, LLC ("BMKH GP") is the general partner of BMKH and has an indirect profits interest in the Common Stock beneficially owned by it; (iv) 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; (v) 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; (vi) BlueMountain Distressed GP, LLC ("BMD GP") is the general partner of BMD and has an indirect profits interest in the Common Stock beneficially owned by it; (vii) BlueMountain Strategic Credit GP, LLC ("BMSC GP" and together with BMCA GP, BMLSC GP, BMKH GP, BMM GP, BMCO GP and BMD GP, the "General Partners") is the general partner of BMSC 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 (other than BMM GP) and thus has an indirect profits interests in the Common Stock beneficially owned by each of the Partnerships (other than BMM). Pursuant to the First Amended Joint Plan of Reorganization of the Issuer, holders of Class 4 General Unsecured Claims and Class 6 Retiree Settlement Unsecured Claims (together, "Allowed Unsecured Claims") with respect to the Issuer were issued Common Stock and warrants to purchase shares of Common Stock ("Warrants") in respect of a portion of such claims. BMCA held a total of $112,481,917 in Allowed Unsecured Claims; BMLSC held a total of $44,041,361 in Allowed Unsecured Claims, BMT held a total of $12,227,029 in Allowed Unsecured Claims; BMKH held a total of $9,475,000 in Allowed Unsecured Claims; BMCO held a total of $71,736,000 in Allowed Unsecured Claims; BMD held a total of $13,294,462 in Allowed Unsecured Claims; BMM held a total of $6,908,000 in Allowed Unsecured Claims; BMSC held a total of $9,960,000 in Allowed Unsecured Claims; and AAI held a total of $6,448,000 in Allowed Unsecured Claims. The shares of Common Stock, 125% Warrants and 135% Warrants that are the subject of this Form 4 represent a distribution in respect of such Allowed Unsecured Claims. 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 ten Reporting Persons per filing. On July 15, 2014: (i) BMCA acquired 30,102 shares of Common Stock, 10,461 125% Warrants and 10,461 135% Warrants; (ii) BMLSC acquired 9,874 shares of Common Stock, 3,431 125% Warrants and 3,431 135% Warrants; (iii) BMGP acquired 1,928 shares of Common Stock, 670 125% Warrants and 670 135% Warrants; (iv) BMT acquired 3,248 shares of Common Stock, 1,129 125% Warrants and 1,129 135% Warrants; (v) BMKH acquired 2,599 shares of Common Stock, 903 125% Warrants and 903 135% Warrants; (vi) BMCO acquired 19,676 shares of Common Stock, 6,838 125% Warrants and 6,838 135% Warrants; (vii) BMD acquired 3,525 shares of Common Stock, 1,226 125% Warrants and 1,226 135% Warrants; (viii) BMM acquired 1,895 shares of Common Stock, 658 125% Warrants and 658 135% Warrants; (ix) BMSC acquired 2,732 shares of Common Stock, 949 125% Warrants and 949 135% Warrants; and (x) AAI acquired 1,768 shares of Common Stock, 614 125% Warrants and 614 135% Warrants. BlueMountain GP Holdings, LLC, By: /s/ Paul Friedman, Chief Compliance Officer 2014-12-01 BlueMountain Long/Short Credit & Distressed Reflection Fund, a sub fund of AAI BlueMountain Fund PLC, By: BlueMountain Capital Management, LLC, By: /s/ Paul Friedman, Chief Compliance Officer 2014-12-01 BlueMountain Montenvers Master Fund SCA SICAV-SIF, By: BlueMountain Montenvers GP S.a r.l., By: /s/ Paul Friedman, Authorized Person 2014-12-01 BlueMountain Montenvers GP S.a r.l., By: /s/ Paul Friedman, Authorized Person 2014-12-01 BlueMountain Credit Opportunities Master Fund I L.P., By: BlueMountain Credit Opportunities GP I, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Paul Friedman, Chief Compliance Officer 2014-12-01 BlueMountain Credit Opportunities GP I, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Paul Friedman, Chief Compliance Officer 2014-12-01 BlueMountain Distressed Master Fund L.P., By: BlueMountain Distressed GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Paul Friedman, Chief Compliance Officer 2014-12-01 BlueMountain Distressed GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Paul Friedman, Chief Compliance Officer 2014-12-01 BlueMountain Strategic Credit Master Fund L.P., By: BlueMountain Strategic Credit GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Paul Friedman, Chief Compliance Officer 2014-12-01 BlueMountain Strategic Credit GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Paul Friedman, Chief Compliance Officer 2014-12-01