Page 6 of 9 – SEC Filing
referenced above. The Reporting Persons intend to have such discussions to enhance shareholder value. The Reporting Persons may exchange information with the Issuer and any of the above-referenced parties pursuant to appropriate confidentiality or similar agreements. The Reporting Persons may change their intention with respect to any and all matters referred to in this Item 4.
Except as set forth herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number of Shares to which this Schedule 13D relates is 7,212,814. Such aggregate number of Shares represents 8.7% of the common stock of the Issuer. The percentage reported in this Schedule 13D is calculated based upon 82,988,946 Shares reported to be outstanding as of November 3, 2017 in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 9, 2017.
(b) Marc Lasry shares the power to vote or to direct the vote and share the power to dispose or to direct the disposition of 7,212,814 Shares with (i) Avenue Capital Management; (ii) Avenue Capital Management II GenPar, LLC; (iii) Avenue Europe International Management, L.P., a Delaware limited partnership (Avenue Europe International); and (iv) Avenue Europe International Management GenPar, LLC, a Delaware limited liability company. The principal business addresses of the Avenue Europe International and Avenue Europe International Management GenPar, LLC are 399 Park Avenue, 6th Floor, New York, NY 10022 and 1 Knightsbridge, 4th Floor, London, SW1X7LX, respectively. During the last five years, neither Avenue Europe International or Avenue Europe International Management GenPar, LLC have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, neither Avenue Europe International or Avenue Europe International Management GenPar, LLC 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.
(c) During the last 60 days, no transactions in the Shares were effected by any of the Reporting Persons.
(d) Collectively, the securities reported in this Schedule 13D are held directly by: (a) Avenue Investments, L.P., a Delaware limited partnership, Avenue COPPERS Opportunities Fund, L.P., a Delaware limited partnership, Avenue US/Europe Distressed Segregated Portfolio, a segregated portfolio of Avenue EnTrust Customized Portfolio SPC, a Cayman Islands exempted company registered as a segregated portfolio company, Avenue International Ltd., a Cayman Islands exempted limited partnership, Managed Accounts Master Fund Services MAP 10, Avenue PPF Opportunities Fund, L.P., a Cayman Islands exempted limited partnership, and Avenue Special Situations Fund VI (Master), L.P., a Delaware limited partnership (collectively, the U.S. Funds); and (b) Avenue Europe Opportunities Master Fund, L.P., a Cayman Islands exempted limited partnership, Avenue-SLP European Opportunities Fund, L.P., a Cayman Islands exempted limited partnership, Avenue Europe Special Situations Fund II (Euro), L.P., a Cayman Islands exempted limited partnership, and Avenue Europe Special Situations Fund II (U.S.), a Cayman Islands exempted limited partnership (collectively, the Europe Funds, and together with the U.S. Funds, the Funds). Avenue Capital Management is an investment adviser to each of the U.S. Funds, and Avenue Europe International is an investment adviser to each of the Europe Funds. Avenue Capital Management II GenPar, LLC, a Delaware limited liability company, is the general partner of Avenue Capital Management. Avenue Europe International Management GenPar, LLC, a Delaware limited liability company, is the general partner of Avenue Europe International. Marc Lasry is the managing member of Avenue Capital Management II GenPar, LLC and Avenue Europe International Management GenPar, LLC. Mr. Lasry is deemed to be the indirect beneficial owner of the securities reported by reason of his ability to direct the vote and/or disposition of such securities, and his pecuniary interest in such shares (within the meaning of Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended) is a fractional interest in such amount. Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that they have formed a group.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
On December 20, 2017 (the Effective Date), pursuant to a Shareholder Support and Voting Agreement dated as of such date (the Voting Agreement), as amended by a letter agreement dated December 21, 2017, subject to the terms thereof, each of the Funds agreed to participate in any meeting of one or more classes of shareholders of the Issuer and vote its shares of Common Stock in favor of (and against any action or agreement that would reasonably be against) the potential business combination between Euronav NV and the Issuer (the Merger).
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, the Reporting Persons have entered into a Joint Filing Agreement with respect to the joint filing of this statement and any amendments hereto, a
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