UNITED STATES
|
SECURITIES AND EXCHANGE COMMISSION
|
Washington, D.C. 20549
|
SCHEDULE 13D
(Amendment No. )*
|
Under the Securities Exchange Act of 1934
|
|
RADNET, INC.
|
(Name of Issuer)
|
Common Stock, $0.0001 par value
|
(Title of Class of Securities)
|
750491102
|
(CUSIP Number)
|
Paul Friedman | |||
BlueMountain Capital Management, LLC | |||
280 Park Avenue, 5th Floor East
|
|||
New York, New York 10017 | |||
212-905-39900 7534 1500 | |||
(Name, Address and Telephone Number of Person
|
|||
Authorized to Receive Notices and Communications)
|
|||
May 28, 2013
|
|||
(Date of Event which Requires Filing of this Statement)
|
|||
(1)
|
Names of reporting persons.
|
BlueMountain Capital Management, LLC | |
(2)
|
Check the appropriate box if a member of a group (see instructions)
|
(a) o
|
|
(b) x
|
|
(3)
|
SEC Use Only
|
(4)
|
Source of funds (see instructions)
WC
|
(5)
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
o
|
(6)
|
Citizenship or place of organization
Delaware, United States of America
|
Number of
|
(7) Sole Voting Power:
|
0
|
||
shares beneficially
|
(8) Shared Voting Power:
|
3,108,295
|
||
owned by
|
||||
each reporting
|
(9) Sole Dispositive Power:
|
0
|
||
person with
|
(10) Shared Dispositive Power:
|
3,108,295
|
||
(11)
|
Aggregate amount beneficially owned by each reporting person
3,108,295
|
|||
(12)
|
Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)
o
|
|||
(13)
|
Percent of class represented by amount in Row (11)
7.8%
|
|||
(14)
|
Type of reporting person (see instructions)
IA
|
|||
(1)
|
The Reporting Persons understand from the Issuer that the number of shares of Common Stock outstanding on May 6, 2013, as described in the Issuer’s Form 10-Q, filed on May 10, 2013, was 40,089,196.
|
(1)
|
Names of reporting persons.
|
BlueMountain GP Holdings, LLC | |
(2)
|
Check the appropriate box if a member of a group (see instructions)
|
(a) o
|
|
(b) x
|
|
(3)
|
SEC Use Only
|
(4)
|
Source of funds (see instructions)
WC
|
(5)
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
o
|
(6)
|
Citizenship or place of organization
Delaware, United States of America
|
Number of
|
(7) Sole Voting Power:
|
0
|
||
shares beneficially
|
(8) Shared Voting Power:
|
2,804,698
|
||
owned by
|
||||
each reporting
|
(9) Sole Dispositive Power:
|
0
|
||
person with
|
(10) Shared Dispositive Power:
|
2,804,698
|
||
(11)
|
Aggregate amount beneficially owned by each reporting person
2,804,698
|
|||
(12)
|
Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)
o
|
|||
(13)
|
Percent of class represented by amount in Row (11)
7.0%
|
|||
(14)
|
Type of reporting person (see instructions)
OO
|
|||
(1)
|
The Reporting Persons understand from the Issuer that the number of shares of Common Stock outstanding on May 6, 2013, as described in the Issuer’s Form 10-Q, filed on May 10, 2013, was 40,089,196.
|
(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) o
|
|
(b) x
|
|
(3)
|
SEC Use Only
|
(4)
|
Source of funds (see instructions)
WC
|
(5)
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
o
|
(6)
|
Citizenship or place of organization
Cayman Islands
|
Number of
|
(7) Sole Voting Power:
|
0
|
||
shares beneficially
|
(8) Shared Voting Power:
|
1,662,520
|
||
owned by
|
||||
each reporting
|
(9) Sole Dispositive Power:
|
0
|
||
person with
|
(10) Shared Dispositive Power:
|
1,662,520
|
||
(11)
|
Aggregate amount beneficially owned by each reporting person
1,662,520
|
|||
(12)
|
Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)
o
|
|||
(13)
|
Percent of class represented by amount in Row (11)
4.1%
|
|||
(14)
|
Type of reporting person (see instructions)
PN
|
|||
(1)
|
The Reporting Persons understand from the Issuer that the number of shares of Common Stock outstanding on May 6, 2013, as described in the Issuer’s Form 10-Q, filed on May 10, 2013, was 40,089,196.
|
(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) o
|
|
(b) x
|
|
(3)
|
SEC Use Only
|
(4)
|
Source of funds (see instructions)
WC
|
(5)
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
o
|
(6)
|
Citizenship or place of organization
Cayman Islands
|
Number of
|
(7) Sole Voting Power:
|
0
|
||
shares beneficially
|
(8) Shared Voting Power:
|
1,662,520
|
||
owned by
|
||||
each reporting
|
(9) Sole Dispositive Power:
|
0
|
||
person with
|
(10) Shared Dispositive Power:
|
1,662,520
|
||
(11)
|
Aggregate amount beneficially owned by each reporting person
1,662,520
|
|||
(12)
|
Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)
o
|
|||
(13)
|
Percent of class represented by amount in Row (11)
4.1%
|
|||
(14)
|
Type of reporting person (see instructions)
CO
|
|||
(1)
|
The Reporting Persons understand from the Issuer that the number of shares of Common Stock outstanding on May 6, 2013, as described in the Issuer’s Form 10-Q, filed on May 10, 2013, was 40,089,196.
|
(1)
|
Names of reporting persons.
|
BlueMountain Long/Short Credit Master Fund L.P. | |
(2)
|
Check the appropriate box if a member of a group (see instructions)
|
(a) o
|
|
(b) x
|
|
(3)
|
SEC Use Only
|
(4)
|
Source of funds (see instructions)
WC
|
(5)
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
o
|
(6)
|
Citizenship or place of organization
Cayman Islands
|
Number of
|
(7) Sole Voting Power:
|
0
|
||
Shares Beneficially
|
(8) Shared Voting Power:
|
516,313
|
||
Owned by
|
||||
Each Reporting
|
(9) Sole Dispositive Power:
|
0
|
||
Person With
|
(10) Shared Dispositive Power:
|
516,313
|
||
(11)
|
Aggregate amount beneficially owned by each reporting person
516,313
|
|||
(12)
|
Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)
o
|
|||
(13)
|
Percent of class represented by amount in Row (11)
1.3%
|
|||
(14)
|
Type of reporting person (see instructions)
PN
|
|||
(1)
|
The Reporting Persons understand from the Issuer that the number of shares of Common Stock outstanding on May 6, 2013, as described in the Issuer’s Form 10-Q, filed on May 10, 2013, was 40,089,196.
|
(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) o
|
|
(b) x
|
|
(3)
|
SEC Use Only
|
(4)
|
Source of funds (see instructions)
WC
|
(5)
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
o
|
(6)
|
Citizenship or place of organization
Delaware, United States of America
|
Number of
|
(7) Sole Voting Power:
|
0
|
||
Shares Beneficially
|
(8) Shared Voting Power:
|
516,313
|
||
Owned by
|
||||
Each Reporting
|
(9) Sole Dispositive Power:
|
0
|
||
Person With
|
(10) Shared Dispositive Power:
|
516,313
|
||
(11)
|
Aggregate amount beneficially owned by each reporting person
516,313
|
|||
(12)
|
Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)
o
|
|||
(13)
|
Percent of class represented by amount in Row (11)
1.3%
|
|||
(14)
|
Type of reporting person (see instructions)
OO
|
|||
(1)
|
The Reporting Persons understand from the Issuer that the number of shares of Common Stock outstanding on May 6, 2013, as described in the Issuer’s Form 10-Q, filed on May 10, 2013, was 40,089,196.
|
(1)
|
Names of reporting persons.
|
BlueMountain Long/Short Equity Master Fund L.P. | |
(2)
|
Check the appropriate box if a member of a group (see instructions)
|
(a) o
|
|
(b) x
|
|
(3)
|
SEC Use Only
|
(4)
|
Source of funds (see instructions)
WC
|
(5)
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
o
|
(6)
|
Citizenship or place of organization
Cayman Islands
|
Number of
|
(7) Sole Voting Power:
|
0
|
||
Shares Beneficially
|
(8) Shared Voting Power:
|
265,677
|
||
Owned by
|
||||
Each Reporting
|
(9) Sole Dispositive Power:
|
0
|
||
Person With
|
(10) Shared Dispositive Power:
|
265,677
|
||
(11)
|
Aggregate amount beneficially owned by each reporting person
265,677
|
|||
(12)
|
Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)
o
|
|||
(13)
|
Percent of class represented by amount in Row (11)
0.7%
|
|||
(14)
|
Type of reporting person (see instructions)
PN
|
|||
(1)
|
The Reporting Persons understand from the Issuer that the number of shares of Common Stock outstanding on May 6, 2013, as described in the Issuer’s Form 10-Q, filed on May 10, 2013, was 40,089,196.
|
(1)
|
Names of reporting persons.
|
BlueMountain Long/Short Equity GP, LLC | |
(2)
|
Check the appropriate box if a member of a group (see instructions)
|
(a) o
|
|
(b) x
|
|
(3)
|
SEC Use Only
|
(4)
|
Source of funds (see instructions)
WC
|
(5)
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
o
|
(6)
|
Citizenship or place of organization
Delaware, United States of America
|
Number of
|
(7) Sole Voting Power:
|
0
|
||
Shares Beneficially
|
(8) Shared Voting Power:
|
265,677
|
||
Owned by
|
||||
Each Reporting
|
(9) Sole Dispositive Power:
|
0
|
||
Person With
|
(10) Shared Dispositive Power:
|
265,677
|
||
(11)
|
Aggregate amount beneficially owned by each reporting person
265,677
|
|||
(12)
|
Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)
o
|
|||
(13)
|
Percent of class represented by amount in Row (11)
0.7%
|
|||
(14)
|
Type of reporting person (see instructions)
OO
|
|||
(1)
|
The Reporting Persons understand from the Issuer that the number of shares of Common Stock outstanding on May 6, 2013, as described in the Issuer’s Form 10-Q, filed on May 10, 2013, was 40,089,196.
|
(1)
|
Names of reporting persons.
|
BlueMountain Equity Alternatives Master Fund L.P. | |
(2)
|
Check the appropriate box if a member of a group (see instructions)
|
(a) o
|
|
(b) x
|
|
(3)
|
SEC Use Only
|
(4)
|
Source of funds (see instructions)
WC
|
(5)
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
o
|
(6)
|
Citizenship or place of organization
Cayman Islands
|
Number of
|
(7) Sole Voting Power:
|
0
|
||
Shares Beneficially
|
(8) Shared Voting Power:
|
236,252
|
||
Owned by
|
||||
Each Reporting
|
(9) Sole Dispositive Power:
|
0
|
||
Person With
|
(10) Shared Dispositive Power:
|
236,252
|
||
(11)
|
Aggregate amount beneficially owned by each reporting person
236,252
|
|||
(12)
|
Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)
o
|
|||
(13)
|
Percent of class represented by amount in Row (11)
0.6%
|
|||
(14)
|
Type of reporting person (see instructions)
PN
|
|||
(1)
|
The Reporting Persons understand from the Issuer that the number of shares of Common Stock outstanding on May 6, 2013, as described in the Issuer’s Form 10-Q, filed on May 10, 2013, was 40,089,196.
|
(1)
|
Names of reporting persons.
|
BlueMountain Equity GP, LLC | |
(2)
|
Check the appropriate box if a member of a group (see instructions)
|
(a) o
|
|
(b) x
|
|
(3)
|
SEC Use Only
|
(4)
|
Source of funds (see instructions)
WC
|
(5)
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
o
|
(6)
|
Citizenship or place of organization
Delaware, United States of America
|
Number of
|
(7) Sole Voting Power:
|
0
|
||
Shares Beneficially
|
(8) Shared Voting Power:
|
236,252
|
||
Owned by
|
||||
Each Reporting
|
(9) Sole Dispositive Power:
|
0
|
||
Person With
|
(10) Shared Dispositive Power:
|
236,252
|
||
(11)
|
Aggregate amount beneficially owned by each reporting person
236,252
|
|||
(12)
|
Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)
o
|
|||
(13)
|
Percent of class represented by amount in Row (11)
0.6%
|
|||
(14)
|
Type of reporting person (see instructions)
OO
|
|||
(1)
|
The Reporting Persons understand from the Issuer that the number of shares of Common Stock outstanding on May 6, 2013, as described in the Issuer’s Form 10-Q, filed on May 10, 2013, was 40,089,196.
|
(1)
|
Names of reporting persons.
|
BlueMountain Timberline Ltd. | |
(2)
|
Check the appropriate box if a member of a group (see instructions)
|
(a) o
|
|
(b) x
|
|
(3)
|
SEC Use Only
|
(4)
|
Source of funds (see instructions)
WC
|
(5)
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
o
|
(6)
|
Citizenship or place of organization
Cayman Islands
|
Number of
|
(7) Sole Voting Power:
|
0
|
||
Shares Beneficially
|
(8) Shared Voting Power:
|
154,905
|
||
Owned by
|
||||
Each Reporting
|
(9) Sole Dispositive Power:
|
0
|
||
Person With
|
(10) Shared Dispositive Power:
|
154,905
|
||
(11)
|
Aggregate amount beneficially owned by each reporting person
154,905
|
|||
(12)
|
Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)
o
|
|||
(13)
|
Percent of class represented by amount in Row (11)
0.4%
|
|||
(14)
|
Type of reporting person (see instructions)
CO
|
|||
(1)
|
The Reporting Persons understand from the Issuer that the number of shares of Common Stock outstanding on May 6, 2013, as described in the Issuer’s Form 10-Q, filed on May 10, 2013, was 40,089,196.
|
(1)
|
Names of reporting persons.
|
BlueMountain Kicking Horse Fund L.P. | |
(2)
|
Check the appropriate box if a member of a group (see instructions)
|
(a) o
|
|
(b) x
|
|
(3)
|
SEC Use Only
|
(4)
|
Source of funds (see instructions)
WC
|
(5)
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
o
|
(6)
|
Citizenship or place of organization
Cayman Islands
|
Number of
|
(7) Sole Voting Power:
|
0
|
||
Shares Beneficially
|
(8) Shared Voting Power:
|
123,936
|
||
Owned by
|
||||
Each Reporting
|
(9) Sole Dispositive Power:
|
0
|
||
Person With
|
(10) Shared Dispositive Power:
|
123,936
|
||
(11)
|
Aggregate amount beneficially owned by each reporting person
123,936
|
|||
(12)
|
Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)
o
|
|||
(13)
|
Percent of class represented by amount in Row (11)
0.3%
|
|||
(14)
|
Type of reporting person (see instructions)
PN
|
|||
(1)
|
The Reporting Persons understand from the Issuer that the number of shares of Common Stock outstanding on May 6, 2013, as described in the Issuer’s Form 10-Q, filed on May 10, 2013, was 40,089,196.
|
(1)
|
Names of reporting persons.
|
BlueMountain Kicking Horse Fund GP, LLC | |
(2)
|
Check the appropriate box if a member of a group (see instructions)
|
(a) o
|
|
(b) x
|
|
(3)
|
SEC Use Only
|
(4)
|
Source of funds (see instructions)
WC
|
(5)
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
o
|
(6)
|
Citizenship or place of organization
Delaware, United States
|
Number of
|
(7) Sole Voting Power:
|
0
|
||
Shares Beneficially
|
(8) Shared Voting Power:
|
123,936
|
||
Owned by
|
||||
Each Reporting
|
(9) Sole Dispositive Power:
|
0
|
||
Person With
|
(10) Shared Dispositive Power:
|
123,936
|
||
(11)
|
Aggregate amount beneficially owned by each reporting person
123,936
|
|||
(12)
|
Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)
o
|
|||
(13)
|
Percent of class represented by amount in Row (11)
0.3%
|
|||
(14)
|
Type of reporting person (see instructions)
OO
|
|||
(1)
|
The Reporting Persons understand from the Issuer that the number of shares of Common Stock outstanding on May 6, 2013, as described in the Issuer’s Form 10-Q, filed on May 10, 2013, was 40,089,196.
|
(1)
|
Names of reporting persons.
|
AAI BlueMountain Fund PLC* | |
(2)
|
Check the appropriate box if a member of a group (see instructions)
|
(a) o
|
|
(b) x
|
|
(3)
|
SEC Use Only
|
(4)
|
Source of funds (see instructions)
WC
|
(5)
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
o
|
(6)
|
Citizenship or place of organization
Ireland
|
Number of
|
(7) Sole Voting Power:
|
0
|
||
Shares Beneficially
|
(8) Shared Voting Power:
|
66,111
|
||
Owned by
|
||||
Each Reporting
|
(9) Sole Dispositive Power:
|
0
|
||
Person With
|
(10) Shared Dispositive Power:
|
66,111
|
||
(11)
|
Aggregate amount beneficially owned by each reporting person
66,111
|
|||
(12)
|
Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)
o
|
|||
(13)
|
Percent of class represented by amount in Row (11)
0.2%
|
|||
(14)
|
Type of reporting person (see instructions)
CO
|
|||
(1)
|
The Reporting Persons understand from the Issuer that the number of shares of Common Stock outstanding on May 6, 2013, as described in the Issuer’s Form 10-Q, filed on May 10, 2013, was 40,089,196.
|
* | The shares of Common Stock are owned by BlueMountain Long/Short Credit and Distressed Reflection Fund, a sub-fund of AAI BlueMountain Fund PLC. |
(1)
|
Names of reporting persons.
|
BlueMountain Long Short Grasmoor Fund Ltd. | |
(2)
|
Check the appropriate box if a member of a group (see instructions)
|
(a) o
|
|
(b) x
|
|
(3)
|
SEC Use Only
|
(4)
|
Source of funds (see instructions)
WC
|
(5)
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
o
|
(6)
|
Citizenship or place of organization
Cayman Islands
|
Number of
|
(7) Sole Voting Power:
|
0
|
||
Shares Beneficially
|
(8) Shared Voting Power:
|
82,581
|
||
Owned by
|
||||
Each Reporting
|
(9) Sole Dispositive Power:
|
0
|
||
Person With
|
(10) Shared Dispositive Power:
|
82,581
|
||
(11)
|
Aggregate amount beneficially owned by each reporting person
82,581
|
|||
(12)
|
Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)
o
|
|||
(13)
|
Percent of class represented by amount in Row (11)
0.2%
|
|||
(14)
|
Type of reporting person (see instructions)
CO
|
|||
(1)
|
The Reporting Persons understand from the Issuer that the number of shares of Common Stock outstanding on May 6, 2013, as described in the Issuer’s Form 10-Q, filed on May 10, 2013, was 40,089,196.
|
ITEM 1.
|
Security of the Issuer.
|
ITEM 2.
|
Identity and Background.
|
i.
|
Blue Mountain Credit Alternatives Master Fund L.P., a Cayman Islands exempted limited partnership (“Credit Alternatives”), 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 Credit Alternatives;
|
|
iii.
|
BlueMountain Long/Short Credit Master Fund L.P., a Cayman Islands exempted limited partnership (“Long/Short Credit”), with respect to the Common Stock directly owned by it;
|
|
iv.
|
BlueMountain Long/Short Credit GP, LLC, a Delaware limited liability company (“Long/Short Credit GP”), with respect to the Common Stock directly owned by Long/Short Credit;
|
|
v.
|
BlueMountain Long/Short Equity Master Fund L.P., a Cayman Islands exempted limited partnership (“Long/Short Equity”), with respect to the Common Stock directly owned by it;
|
|
vi.
|
BlueMountain Long/Short Equity GP, LLC, a Delaware limited liability company (“Long/Short Equity GP”), with respect to the Common Stock directly owned by Long/Short Equity;
|
|
vii.
|
BlueMountain Equity Alternatives Master Fund L.P., a Cayman Islands exempted limited partnership (“Equity Alternatives”), with respect to the Common Stock directly owned by it;
|
|
viii.
|
BlueMountain Equity GP, LLC, a Delaware limited liability company (“Equity GP”), with respect to the Common Stock directly owned by Equity Alternatives;
|
|
ix.
|
BlueMountain Kicking Horse Fund, L.P., a Cayman Islands exempted limited partnership (“Kicking Horse” and together with Credit Alternatives, Long/Short Credit, Long/Short Equity and Equity Alternatives, the “Partnerships”), with respect to the Common Stock directly owned by it;
|
|
x.
|
BlueMountain Kicking Horse Fund GP, LLC, a Delaware limited liability company (“Kicking Horse GP” and together with BMCA GP, Long/Short Credit GP, Long/Short Equity GP and Equity GP, the “General Partners”), with respect to the Common Stock directly owned by Kicking Horse;
|
|
xi.
|
BlueMountain Timberline Ltd., a Cayman Islands exempted limited company (“Timberline”), with respect to the Common Stock directly owned by it;
|
|
xii.
|
AAI BlueMountain Fund PLC, on behalf of its sub-fund BlueMountain Long/Short Credit and Distressed Reflection Fund, an Irish open-ended umbrella investment company incorporated as a public limited company with variable capital and with segregated liability between its sub-funds (“AAI”), with respect to the Common Stock directly owned by it;
|
|
xiii.
|
BlueMountain Long Short Grasmoor Fund Ltd., a Cayman Islands exempted limited company (“Grasmoor” and together with Timberline, AAI and the Partnerships, the “BlueMountain Funds”), with respect to the Common Stock directly owned by it;
|
|
xiv.
|
BlueMountain Capital Management, LLC, a Delaware limited liability company (the “Investment Manager”), which serves as investment manager to the BlueMountain Funds, and has investment discretion with respect to the Common Stock directly owned by the BlueMountain Funds; and
|
|
xv.
|
BlueMountain GP Holdings, LLC, a Delaware limited liability company (the “Ultimate Managing Member”), which serves as the ultimate managing member of the General Partners, with respect to the Common Stock directly owned by each of the Partnerships.
|
Andrew Feldstein
|
Chief Executive Officer and Chief Investment Officer of the Investment Manager; Chief Executive Officer and Chief Investment Officer of the Ultimate Managing Member; Director of BMCA GP; Director of Timberline
|
Stephen Siderow
|
President of the Investment Manager; President of the Ultimate Managing Member; Director of BMCA GP; Director of Timberline
|
Alan Gerstein
|
Managing Principal and Senior Portfolio Manager of the Investment Manager; Managing Principal and Senior Portfolio Manager of the Ultimate Managing Member
|
Michael Liberman
|
Managing Principal, Chief Operating Officer and Chief Risk Officer of the Investment Manager; Managing Principal, Chief Operating Officer and Chief Risk Officer of the Ultimate Managing Member
|
Bryce Markus
|
Managing Principal and Senior Portfolio Manager of the Investment Manager; Managing Principal and Senior Portfolio Manager of the Ultimate Managing Member
|
David Rubenstein
|
Managing Principal, Chief Financial Officer, General Counsel and Secretary of the Investment Manager; Managing Principal, Chief Financial Officer, General Counsel and Secretary of the Ultimate Managing Member
|
Derek Smith
|
Managing Principal and Senior Portfolio Manager of the Investment Manager; Managing Principal and Senior Portfolio Manager of the Ultimate Managing Member
|
James Staley
|
Managing Partner of the Investment Manager; Managing Partner of the Ultimate Managing Member
|
Peter Greatrex
|
Managing Partner and Head of Research of the Investment Manager; Managing Partner and Head of Research of the Ultimate Managing Member
|
Franck Dargent
|
Director of AAI
|
Laurent Guillet
|
Director of AAI
|
Barry McGrath
|
Director of AAI
|
Daniel J. Rayman
|
Director of AAI
|
Philip McEnroe
|
Director of AAI
|
Mark Shapiro
|
Director of Timberline; Mr. Shapiro also serves as a consultant to several financial service and professional service firms.
|
Ronan Daly
|
Director of Grasmoor
|
Jennifer Thompson
|
Director of Grasmoor
|
John Walley
|
Director of Grasmoor
|
ITEM 3.
|
Source and Amount of Funds or Other Consideration.
|
ITEM 4.
|
Purpose of the Transaction.
|
ITEM 5.
|
Interest in Securities of the Issuer.
|
A.
|
Investment Manager
|
(a)
|
Amount beneficially owned: 3,108,295
|
(b)
|
Number of shares as to which the person has:
|
(i)
|
Sole power to vote or to direct the vote -0-.
|
(ii)
|
Shared power to vote or to direct the vote 3,108,295.
|
(iii)
|
Sole power to dispose or to direct the disposition of -0-.
|
(iv)
|
Shared power to dispose or to direct the disposition of 3,108,295.
|
B.
|
Ultimate Managing Member
|
(a)
|
Amount beneficially owned: 2,804,698
|
(b)
|
Number of shares as to which the person has:
|
(i)
|
Sole power to vote or to direct the vote -0-.
|
(ii)
|
Shared power to vote or to direct the vote 2,804,698.
|
(iii)
|
Sole power to dispose or to direct the disposition of -0-.
|
(iv)
|
Shared power to dispose or to direct the disposition of 2,804,698.
|
C.
|
Credit Alternatives
|
(a)
|
Amount beneficially owned: 1,662,520
|
(b)
|
Number of shares as to which the person has:
|
(i)
|
Sole power to vote or to direct the vote -0-.
|
(ii)
|
Shared power to vote or to direct the vote 1,662,520.
|
(iii)
|
Sole power to dispose or to direct the disposition of -0-.
|
(iv)
|
Shared power to dispose or to direct the disposition of 1,662,520.
|
D.
|
BMCA GP
|
(a)
|
Amount beneficially owned: 1,662,520
|
(b)
|
Number of shares as to which the person has:
|
(i)
|
Sole power to vote or to direct the vote -0-.
|
(ii)
|
Shared power to vote or to direct the vote 1,662,520.
|
(iii)
|
Sole power to dispose or to direct the disposition of -0-.
|
(iv)
|
Shared power to dispose or to direct the disposition of 1,662,520.
|
E.
|
Long/Short Credit
|
(a)
|
Amount beneficially owned: 516,313
|
(b)
|
Number of shares as to which the person has:
|
(i)
|
Sole power to vote or to direct the vote -0-.
|
(ii)
|
Shared power to vote or to direct the vote 516,313.
|
(iii)
|
Sole power to dispose or to direct the disposition of -0-.
|
(iv)
|
Shared power to dispose or to direct the disposition of 516,313.
|
F.
|
Long/Short Credit GP
|
(a)
|
Amount beneficially owned: 516,313
|
(b)
|
Number of shares as to which the person has:
|
(i)
|
Sole power to vote or to direct the vote -0-.
|
(ii)
|
Shared power to vote or to direct the vote 516,313.
|
(iii)
|
Sole power to dispose or to direct the disposition of -0-.
|
(iv)
|
Shared power to dispose or to direct the disposition of 516,313.
|
G.
|
Long/Short Equity
|
(a)
|
Amount beneficially owned: 265,677
|
(b)
|
Number of shares as to which the person has:
|
(i)
|
Sole power to vote or to direct the vote -0-.
|
(ii)
|
Shared power to vote or to direct the vote 265,677.
|
(iii)
|
Sole power to dispose or to direct the disposition of -0-.
|
(iv)
|
Shared power to dispose or to direct the disposition of 265,677.
|
H.
|
Long/Short Equity GP
|
(a)
|
Amount beneficially owned: 265,677
|
(b)
|
Number of shares as to which the person has:
|
(v)
|
Sole power to vote or to direct the vote -0-.
|
(vi)
|
Shared power to vote or to direct the vote 265,677.
|
(vii)
|
Sole power to dispose or to direct the disposition of -0-.
|
(viii)
|
Shared power to dispose or to direct the disposition of 265,677.
|
I.
|
Equity Alternatives
|
(a)
|
Amount beneficially owned: 236,252
|
(b)
|
Number of shares as to which the person has:
|
(i)
|
Sole power to vote or to direct the vote -0-.
|
(ii)
|
Shared power to vote or to direct the vote 236,252.
|
(iii)
|
Sole power to dispose or to direct the disposition of -0-.
|
(iv)
|
Shared power to dispose or to direct the disposition of 236,252.
|
J.
|
Equity GP
|
(a)
|
Amount beneficially owned: 236,252
|
(b)
|
Number of shares as to which the person has:
|
(i)
|
Sole power to vote or to direct the vote -0-.
|
(ii)
|
Shared power to vote or to direct the vote 236,252.
|
(iii)
|
Sole power to dispose or to direct the disposition of -0-.
|
(iv)
|
Shared power to dispose or to direct the disposition of 236,252.
|
K.
|
Kicking Horse
|
(a)
|
Amount beneficially owned: 123,936
|
(b)
|
Number of shares as to which the person has:
|
(i)
|
Sole power to vote or to direct the vote -0-.
|
(ii)
|
Shared power to vote or to direct the vote 123,936.
|
(iii)
|
Sole power to dispose or to direct the disposition of -0-.
|
(iv)
|
Shared power to dispose or to direct the disposition of 123,936.
|
L.
|
Kicking Horse GP
|
(a)
|
Amount beneficially owned: 123,936
|
(b)
|
Number of shares as to which the person has:
|
(i)
|
Sole power to vote or to direct the vote -0-.
|
(ii)
|
Shared power to vote or to direct the vote 123,936.
|
(iii)
|
Sole power to dispose or to direct the disposition of -0-.
|
(iv)
|
Shared power to dispose or to direct the disposition of 123,936.
|
M.
|
Timberline
|
(a)
|
Amount beneficially owned: 154,905
|
(b)
|
Number of shares as to which the person has:
|
(i)
|
Sole power to vote or to direct the vote -0-.
|
(ii)
|
Shared power to vote or to direct the vote 154,905.
|
(iii)
|
Sole power to dispose or to direct the disposition of -0-.
|
(iv)
|
Shared power to dispose or to direct the disposition of 154,905.
|
N.
|
AAI
|
(a)
|
Amount beneficially owned: 66,111
|
(b)
|
Number of shares as to which the person has:
|
(i)
|
Sole power to vote or to direct the vote -0-.
|
(ii)
|
Shared power to vote or to direct the vote 66,111.
|
(iii)
|
Sole power to dispose or to direct the disposition of -0-.
|
(iv)
|
Shared power to dispose or to direct the disposition of 66,111.
|
O.
|
Grasmoor
|
(a)
|
Amount beneficially owned: 82,581
|
(b)
|
Number of shares as to which the person has:
|
(i)
|
Sole power to vote or to direct the vote -0-.
|
(ii)
|
Shared power to vote or to direct the vote 82,581.
|
(iii)
|
Sole power to dispose or to direct the disposition of -0-.
|
(iv)
|
Shared power to dispose or to direct the disposition of 82,581.
|
ITEM 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
ITEM 7.
|
Material to be Filed as Exhibits.
|
1.
|
Joint Filing Agreement dated May 29, 2013, attached as Exhibit 1 hereto.
|
BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC
|
||
By:
|
/s/ PAUL FRIEDMAN
|
|
Paul Friedman, Head of U.S. Legal
|
||
BLUEMOUNTAIN GP HOLDINGS, LLC
|
||
By:
|
/s/ PAUL FRIEDMAN
|
|
Paul Friedman, Head of U.S. Legal
|
BLUE MOUNTAIN CREDIT ALTERNATIVES MASTER FUND L.P.
|
||
BY:
|
BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, its investment manager
|
|
By:
|
/s/ PAUL FRIEDMAN
|
|
Paul Friedman, Head of U.S. Legal
|
||
BLUE MOUNTAIN CA MASTER FUND GP, LTD.
|
||
BY:
|
BLUE MOUNTAIN CREDIT GP, LLC, its sole shareholder
|
|
BY:
|
BLUEMOUNTAIN GP HOLDINGS, LLC, its managing member
|
|
By:
|
/s/ PAUL FRIEDMAN
|
|
Paul Friedman, Head of U.S. Legal
|
||
BLUEMOUNTAIN LONG/SHORT CREDIT MASTER FUND L.P.
|
||
BY:
|
BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, its investment manager
|
|
By:
|
/s/ PAUL FRIEDMAN
|
|
Paul Friedman, Head of U.S. Legal
|
||
BLUEMOUNTAIN LONG/SHORT CREDIT GP, LLC
|
||
BY:
|
BLUEMOUNTAIN GP HOLDINGS, LLC, its managing member
|
|
By:
|
/s/ PAUL FRIEDMAN
|
|
Paul Friedman, Head of U.S. Legal
|
||
BLUEMOUNTAIN LONG/SHORT EQUITY MASTER FUND L.P.
|
||
BY:
|
BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, its investment manager
|
|
By:
|
/s/ PAUL FRIEDMAN
|
|
Paul Friedman, Head of U.S. Legal
|
||
BLUEMOUNTAIN LONG/SHORT EQUITY GP, LLC
|
||
BY:
|
BLUEMOUNTAIN GP HOLDINGS, LLC, its managing member
|
|
By:
|
/s/ PAUL FRIEDMAN
|
|
Paul Friedman, Head of U.S. Legal
|
||
BLUEMOUNTAIN EQUITY ALTERNATIVES MASTER FUND L.P.
|
||
BY:
|
BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, its investment manager
|
|
By:
|
/s/ PAUL FRIEDMAN
|
|
Paul Friedman, Head of U.S. Legal
|
||
BLUEMOUNTAIN EQUITY GP, LLC
|
||
BY:
|
BLUEMOUNTAIN GP HOLDINGS, LLC, its managing member
|
|
By:
|
/s/ PAUL FRIEDMAN
|
|
Paul Friedman, Head of U.S. Legal
|
||
BLUEMOUNTAIN KICKING HORSE FUND L.P.
|
||
BY:
|
BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, its investment manager
|
|
By:
|
/s/ PAUL FRIEDMAN
|
|
Paul Friedman, Head of U.S. Legal
|
||
BLUEMOUNTAIN KICKING HORSE FUND GP, LLC
|
||
BY:
|
BLUEMOUNTAIN GP HOLDINGS, LLC, its managing member
|
|
By:
|
/s/ PAUL FRIEDMAN
|
|
Paul Friedman, Head of U.S. Legal
|
||
BLUEMOUNTAIN TIMBERLINE LTD.
|
||
BY:
|
BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, its investment manager
|
|
By:
|
/s/ PAUL FRIEDMAN
|
|
Paul Friedman, Head of U.S. Legal
|
BLUEMOUNTAIN LONG/SHORT CREDIT AND DISTRESSED REFLECTION FUND, a sub-fund of AAI BlueMountain Fund PLC
|
||
BY:
|
BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, its investment manager
|
|
By:
|
/s/ PAUL FRIEDMAN
|
|
Paul Friedman, Head of U.S. Legal
|
||
BLUEMOUNTAIN LONG SHORT GRASMOOR FUND LTD.
|
||
BY:
|
BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, its investment manager
|
|
By:
|
/s/ PAUL FRIEDMAN
|
|
Paul Friedman, Head of U.S. Legal
|
||
BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC
|
||
By:
|
/s/ PAUL FRIEDMAN
|
|
Paul Friedman, Head of U.S. Legal
|
||
BLUEMOUNTAIN GP HOLDINGS, LLC
|
||
By:
|
/s/ PAUL FRIEDMAN
|
|
Paul Friedman, Head of U.S. Legal
|
BLUE MOUNTAIN CREDIT ALTERNATIVES MASTER FUND L.P.
|
||
BY:
|
BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, its investment manager
|
|
By:
|
/s/ PAUL FRIEDMAN
|
|
Paul Friedman, Head of U.S. Legal
|
||
BLUE MOUNTAIN CA MASTER FUND GP, LTD.
|
||
BY:
|
BLUE MOUNTAIN CREDIT GP, LLC, its sole shareholder
|
|
BY:
|
BLUEMOUNTAIN GP HOLDINGS, LLC, its managing member
|
|
By:
|
/s/ PAUL FRIEDMAN
|
|
Paul Friedman, Head of U.S. Legal
|
||
BLUEMOUNTAIN LONG/SHORT CREDIT MASTER FUND L.P.
|
||
BY:
|
BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, its investment manager
|
|
By:
|
/s/ PAUL FRIEDMAN
|
|
Paul Friedman, Head of U.S. Legal
|
||
BLUEMOUNTAIN LONG/SHORT CREDIT GP, LLC
|
||
BY:
|
BLUEMOUNTAIN GP HOLDINGS, LLC, its managing member
|
|
By:
|
/s/ PAUL FRIEDMAN
|
|
Paul Friedman, Head of U.S. Legal
|
||
BLUEMOUNTAIN LONG/SHORT EQUITY MASTER FUND L.P.
|
||
BY:
|
BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, its investment manager
|
|
By:
|
/s/ PAUL FRIEDMAN
|
|
Paul Friedman, Head of U.S. Legal
|
||
BLUEMOUNTAIN LONG/SHORT EQUITY GP, LLC
|
||
BY:
|
BLUEMOUNTAIN GP HOLDINGS, LLC, its managing member
|
|
By:
|
/s/ PAUL FRIEDMAN
|
|
Paul Friedman, Head of U.S. Legal
|
||
BLUEMOUNTAIN EQUITY ALTERNATIVES MASTER FUND L.P.
|
||
BY:
|
BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, its investment manager
|
|
By:
|
/s/ PAUL FRIEDMAN
|
|
Paul Friedman, Head of U.S. Legal
|
||
BLUEMOUNTAIN EQUITY GP, LLC
|
||
BY:
|
BLUEMOUNTAIN GP HOLDINGS, LLC, its managing member
|
|
By:
|
/s/ PAUL FRIEDMAN
|
|
Paul Friedman, Head of U.S. Legal
|
||
BLUEMOUNTAIN KICKING HORSE FUND L.P.
|
||
BY:
|
BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, its investment manager
|
|
By:
|
/s/ PAUL FRIEDMAN
|
|
Paul Friedman, Head of U.S. Legal
|
||
BLUEMOUNTAIN KICKING HORSE FUND GP, LLC
|
||
BY:
|
BLUEMOUNTAIN GP HOLDINGS, LLC, its managing member
|
|
By:
|
/s/ PAUL FRIEDMAN
|
|
Paul Friedman, Head of U.S. Legal
|
||
BLUEMOUNTAIN TIMBERLINE LTD.
|
||
BY:
|
BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, its investment manager
|
|
By:
|
/s/ PAUL FRIEDMAN
|
|
Paul Friedman, Head of U.S. Legal
|
BLUEMOUNTAIN LONG/SHORT CREDIT AND DISTRESSED REFLECTION FUND, a sub-fund of AAI BlueMountain Fund PLC
|
||
BY:
|
BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, its investment manager
|
|
By:
|
/s/ PAUL FRIEDMAN
|
|
Paul Friedman, Head of U.S. Legal
|
||
BLUEMOUNTAIN LONG SHORT GRASMOOR FUND LTD.
|
||
BY:
|
BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, its investment manager
|
|
By:
|
/s/ PAUL FRIEDMAN
|
|
Paul Friedman, Head of U.S. Legal
|
||