0001209191-15-014287.txt : 20150218 0001209191-15-014287.hdr.sgml : 20150216 20150217125608 ACCESSION NUMBER: 0001209191-15-014287 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150129 FILED AS OF DATE: 20150217 DATE AS OF CHANGE: 20150217 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 Kicking Horse Fund L.P. CENTRAL INDEX KEY: 0001557943 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-00087 FILM NUMBER: 15620223 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-905-3990 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 GP, LLC CENTRAL INDEX KEY: 0001541088 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-00087 FILM NUMBER: 15620225 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: Blue Mountain CA Master Fund GP, Ltd. CENTRAL INDEX KEY: 0001540861 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-00087 FILM NUMBER: 15620228 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: Blue Mountain Credit Alternatives Master Fund L.P. CENTRAL INDEX KEY: 0001540860 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-00087 FILM NUMBER: 15620229 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, 5TH FLOOR EAST CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BlueMountain Capital Management, LLC CENTRAL INDEX KEY: 0001427430 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-00087 FILM NUMBER: 15620230 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 Kicking Horse Fund GP, LLC CENTRAL INDEX KEY: 0001557778 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-00087 FILM NUMBER: 15620222 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 Long/Short Credit Master Fund L.P. CENTRAL INDEX KEY: 0001541087 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-00087 FILM NUMBER: 15620227 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 Timberline Ltd. CENTRAL INDEX KEY: 0001541089 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-00087 FILM NUMBER: 15620224 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 Guadalupe Peak Fund L.P. CENTRAL INDEX KEY: 0001598919 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-00087 FILM NUMBER: 15620226 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129053900 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-01-29 0 0000031235 EASTMAN KODAK CO KODK 0001427430 BlueMountain Capital Management, LLC 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001540860 Blue Mountain Credit Alternatives Master Fund L.P. 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001540861 Blue Mountain CA Master Fund GP, Ltd. 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001541087 BlueMountain Long/Short Credit Master Fund L.P. 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001598919 BlueMountain Guadalupe Peak Fund L.P. 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001541088 BlueMountain Long/Short Credit GP, LLC 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001541089 BlueMountain Timberline Ltd. 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001557943 BlueMountain Kicking Horse Fund L.P. 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001557778 BlueMountain Kicking Horse Fund GP, LLC 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 Common Stock 2015-01-29 4 J 0 29844 A 2991266 D Common Stock 2015-01-29 4 J 0 9761 A 979773 D Common Stock 2015-01-29 4 J 0 1908 A 191428 D Common Stock 2015-01-29 4 J 0 3268 A 325159 D Common Stock 2015-01-29 4 J 0 2450 A 251971 D Common Stock 2015-01-29 4 J 0 18554 A 1907698 D Common Stock 2015-01-29 4 J 0 3560 A 353537 D Common Stock 2015-01-29 4 J 0 1786 A 183709 D Common Stock 2015-01-29 4 J 0 2576 A 264865 D Common Stock 2015-01-29 4 J 0 1668 A 171471 D Common Stock 2015-01-29 4 J 0 75375 A 7620877 I See Footnotes 125% Warrants 14.93 2015-01-29 4 J 0 10417 A 2013-09-03 2018-09-03 Common Stock 10417 102669 D 135% Warrants 16.12 2015-01-29 4 J 0 10417 A 2013-09-03 2018-09-03 Common Stock 10417 102669 D 125% Warrants 14.93 2015-01-29 4 J 0 3407 A 2013-09-03 2018-09-03 Common Stock 3407 33628 D 135% Warrants 16.12 2015-01-29 4 J 0 3407 A 2013-09-03 2018-09-03 Common Stock 3407 33628 D 125% Warrants 14.93 2015-01-29 4 J 0 666 A 2013-09-03 2018-09-03 Common Stock 666 6570 D 135% Warrants 16.12 2015-01-29 4 J 0 666 A 2013-09-03 2018-09-03 Common Stock 666 6570 D 125% Warrants 14.93 2015-01-29 4 J 0 1140 A 2013-09-03 2018-09-03 Common Stock 1140 11159 D 135% Warrants 16.12 2015-01-29 4 J 0 1140 A 2013-09-03 2018-09-03 Common Stock 1140 11159 D 125% Warrants 14.93 2015-01-29 4 J 0 856 A 2013-09-03 2018-09-03 Common Stock 856 8648 D 135% Warrants 16.12 2015-01-29 4 J 0 856 A 2013-09-03 2018-09-03 Common Stock 856 8648 D 125% Warrants 14.93 2015-01-29 4 J 0 6477 A 2013-09-03 2018-09-03 Common Stock 6477 65478 D 135% Warrants 16.12 2015-01-29 4 J 0 6477 A 2013-09-03 2018-09-03 Common Stock 6477 65478 D 125% Warrants 14.93 2015-01-29 4 J 0 1242 A 2013-09-03 2018-09-03 Common Stock 1242 12133 D 135% Warrants 16.12 2015-01-29 4 J 0 1242 A 2013-09-03 2018-09-03 Common Stock 1242 12133 D 125% Warrants 14.93 2015-01-29 4 J 0 623 A 2013-09-03 2018-09-03 Common Stock 623 6304 D 135% Warrants 16.12 2015-01-29 4 J 0 623 A 2013-09-03 2018-09-03 Common Stock 623 6304 D 125% Warrants 14.93 2015-01-29 4 J 0 899 A 2013-09-03 2018-09-03 Common Stock 899 9090 D 135% Warrants 16.12 2015-01-29 4 J 0 899 A 2013-09-03 2018-09-03 Common Stock 899 9090 D 125% Warrants 14.93 2015-01-29 4 J 0 582 A 2013-09-03 2018-09-03 Common Stock 582 5884 D 135% Warrants 16.12 2015-01-29 4 J 0 582 A 2013-09-03 2018-09-03 Common Stock 582 5884 D 125% Warrants 14.93 2015-01-29 4 J 0 26309 A 2013-09-03 2018-09-03 Common Stock 26309 261563 I See Footnotes 135% Warrants 16.12 2015-01-29 4 J 0 26309 A 2013-09-03 2018-09-03 Common Stock 26309 261563 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 2,991,266 shares of Common Stock, 102,669 125% Warrants and 102,669 135% Warrants; (ii) BlueMountain Long/Short Credit Master Fund L.P. ("BMLSC"), which is the direct beneficial owner of 979,773 shares of Common Stock, 33,628 125% Warrants and 33,628 135% Warrants; (iii) BlueMountain Guadalupe Peak Fund L.P. ("BMGP"), which is the direct beneficial owner of 191,428 shares of Common Stock, 6,570 125% Warrants and 6,570 135% Warrants; (iv) BlueMountain Timberline Ltd. ("BMT"), which is the direct beneficial owner of 325,159 shares of Common Stock, 11,159 125% Warrants and 11,159 135% Warrants; (v) BlueMountain Kicking Horse Fund L.P. ("BMKH"), which is the direct beneficial owner of 251,971 shares of Common Stock, 8,648 125% Warrants and 8,648 135% Warrants; (vi) BlueMountain Credit Opportunities Master Fund I L.P. ("BMCO"), which is the direct beneficial owner of 1,907,698 shares of Common Stock, 65,478 125% Warrants and 65,478 135% Warrants; (vii) BlueMountain Distressed Master Fund L.P. ("BMD"), which is the direct beneficial owner of 353,537 shares of Common Stock, 12,133 125% Warrants and 12,133 135% Warrants; (viii) BlueMountain Montenvers Master Fund SCA SICAV-SIF ("BMM"), which is the direct beneficial owner of 183,709 shares of Common Stock, 6,304 125% Warrants and 6,304 135% 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 264,865 shares of Common Stock, 9,090 125% Warrants and 9,090 135% 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 171,471 shares of Common Stock, 5,884 125% Warrants and 5,884 135% Warrants. The shareholding information set forth in Footnotes 2 and 3 and this Footnote 4 is as of January 29, 2015. 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 January 29, 2015: (i) BMCA acquired 29,844 shares of Common Stock, 10,417 125% Warrants and 10,417 135% Warrants; (ii) BMLSC acquired 9,761 shares of Common Stock, 3,407 125% Warrants and 3,407 135% Warrants; (iii) BMGP acquired 1,908 shares of Common Stock, 666 125% Warrants and 666 135% Warrants; (iv) BMT acquired 3,268 shares of Common Stock, 1,140 125% Warrants and 1,140 135% Warrants; (v) BMKH acquired 2,450 shares of Common Stock, 856 125% Warrants and 856 135% Warrants; (vi) BMCO acquired 18,554 shares of Common Stock, 6,477 125% Warrants and 6,477 135% Warrants; (vii) BMD acquired 3,560 shares of Common Stock, 1,242 125% Warrants and 1,242 135% Warrants; (viii) BMM acquired 1,786 shares of Common Stock, 623 125% Warrants and 623 135% Warrants; (ix) BMSC acquired 2,576 shares of Common Stock, 899 125% Warrants and 899 135% Warrants; and (x) AAI acquired 1,668 shares of Common Stock, 582 125% Warrants and 582 135% Warrants. BlueMountain Capital Management, LLC, By: /s/ Paul Friedman, Chief Compliance Officer 2015-02-17 Blue Mountain Credit Alternatives Master Fund L.P., By: BlueMountain CA Master Fund GP, Ltd., By: /s/ Andrew Feldstein, Director 2015-02-17 Blue Mountain CA Master Fund GP, Ltd., By: /s/ Andrew Feldstein, Director 2015-02-17 BlueMountain Long/Short Credit Master Fund L.P., By: BlueMountain Long/Short Credit GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Paul Friedman, Chief Compliance Officer 2015-02-17 BlueMountain Guadalupe Peak Fund L.P., By: BlueMountain Long/Short Credit GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Paul Friedman, Chief Compliance Officer 2015-02-17 BlueMountain Long/Short Credit GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Paul Friedman, Chief Compliance Officer 2015-02-17 BlueMountain Timberline Ltd., By: /s/ Andrew Feldstein, Director 2015-02-17 BlueMountain Kicking Horse Fund L.P., By: BlueMountain Kicking Horse Fund GP, LLC, By: /s/ Paul Friedman, Chief Compliance Officer 2015-02-17 BlueMountain Kicking Horse Fund GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Paul Friedman, Chief Compliance Officer 2015-02-17