Page 5 of 9 – SEC Filing
| CUSIP No. Y26889108 | 13D |
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Item 1. Security and Issuer.
This Schedule 13D relates to shares of common stock (the Shares) of Gener8 Maritime, Inc., a Marshall Islands corporation (the Issuer). The Issuers principal executive offices are located at 299 Park Avenue, Second Floor, New York, New York 10171.
Item 2. Identity and Background.
(a) The persons filing this Schedule 13D are: (i) Avenue Capital Management II, L.P., a Delaware limited partnership (Avenue Capital Management); (ii) Avenue Capital Management II GenPar, LLC, a Delaware limited liability company; and (iii) Marc Lasry, a United States citizen (collectively, the Reporting Persons).
(b) The principal business address of the Reporting Persons is 399 Park Avenue, 6th Floor, New York, NY 10022.
(c) Avenue Capital Management II, L.P. is an investment adviser. Avenue Capital Management II GenPar, LLC is the general partner of Avenue Capital Management II, L.P. Marc Lasry is the managing member of Avenue Capital Management II GenPar, LLC.
(d) During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or findings any violation with respect to such laws.
(f) See Item 2(a) above for the citizenship or place of organization of each of the Reporting Persons.
Item 3. Source and Amount of Funds or Other Consideration.
(i) Pursuant to the Agreement and Plan of Merger dated as of February 24, 2015 (a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference), the Issuer consummated its merger (the Merger) with Navig8 Crude Tankers, Inc. (Navig8) and former Navig8 shareholders, including the Funds (as defined below), received 0.8947 Shares for each share of Navig8 common stock held prior to the Merger. The Funds held 7,992,593 shares of Navig8 common stock prior to the Merger, which shares were acquired with $89,972,926 of working capital set aside for the general purpose of investing.
(ii) Pursuant to the Equity Purchase Agreement dated as of February 24, 2015 (a copy of which is attached hereto as Exhibit 99.2 and incorporated herein by reference), the Funds received 61,841 Shares from the Issuer as a commitment premium upon the closing of the Merger as consideration for their purchase commitments.
Item 4. Purpose of Transaction.
The Funds acquired the Shares for investment purposes. The Funds may buy, sell, short, hedge or enter into other transactions in the Shares. The Funds reserve the right directly or indirectly to acquire or dispose of additional securities of the Issuer, in the ordinary course of business, to the extent deemed advisable in light of market conditions, the availability of such securities, including Shares, or other factors.
The Reporting Persons intend to recommend that the Issuer review opportunities to maximize shareholder value, including (without limitation) changes to capital structure, utilization of significant assets, and/or possible strategic transactions. The Reporting Persons may also develop plans and/or make proposals with respect to, or with respect to potential changes in, the operations, management, organizational documents, Board composition, governance, ownership, capital or corporate structure, dividend policy, strategy and plans of the Issuer, utilization of significant assets, potential strategic transactions involving the Issuer or certain of the Issuers businesses or assets. Without limiting the foregoing, such plans or proposals may relate to or result in one or more of the actions set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D. The Reporting Persons intend to have discussions with all or some of the following: the Issuers management, board of directors, other shareholders and/or third parties, including, potential advisers, potential acquirers and financing sources, relating to the Issuer and the plans or proposals
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