Page 21 of 24 – SEC Filing
CUSIP No. G66964118
Item 5. Interest in Securities of the Issuer.
(a-b)
All percentages set forth in this Schedule 13D are based on the Issuers 90,660,769 shares of Common Stock outstanding as of September 22, 2017, as confirmed to the Reporting Persons by the Issuer on September 22, 2017. The
information set forth in Rows 7-13 of each Cover Page of this Schedule 13D is hereby incorporated herein by reference.
The General Partners, BMCA
GP, BMM GP and GP Holdings expressly declare that this filing shall not be construed as an admission that each is, for the purposes of sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this filing.
None of the Reporting Persons beneficially own any other shares of Common Stock of the Issuer.
(c) During the last 60 days, no transactions in the Common Stock were effected by any of the Reporting Persons.
(d) No person other than a Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of
shares of, Common Stock beneficially owned by the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
The information set forth in Item 4 of this Schedule 13D is hereby incorporated herein by reference.
Except for the BlueMountain Funds, none of the Reporting Persons is a party to any contract, arrangement, understanding or relationship with respect to any
securities of the Issuer.
On the Restructuring Effective Date, pursuant to the Schemes, the Issuer and certain of its subsidiaries, as borrowers and
guarantors, entered into a new credit agreement dated September 22, 2017 (the Credit Agreement) with the BlueMountain Funds and certain other creditors of the Issuer (the Lenders), which Credit Agreement
contains limited financial covenants. In addition, the Issuer and certain of its subsidiaries will guarantee the obligations of the Credit Agreement and collateral has been granted to the Lenders by way of a first priority lien over substantially
all existing and newly acquired assets of the borrowers and guarantors. The Credit Agreement consists of an about $450 million senior secured term loan facility bearing interest at 8.00% per annum with a maturity date of September 20,
2024.
Also on the Restructuring Effective Date, the Issuer entered into a Governance Agreement dated September 22, 2017 (the Governance
Agreement) with the BlueMountain Funds and certain other creditors of the Issuer receiving Common Stock pursuant to the Schemes. The Governance Agreement provides for certain governance and shareholders rights, including customary
registration rights.
The summary of the Credit Agreement and the Governance Agreement set forth above does not purport to be complete and is qualified in
its entirety by reference to the text of the Credit Agreement and the Governance Agreement, copies of which are being filed as Exhibits 5 and 6, respectively, and are incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
1. Joint
Filing Agreement dated September 29, 2017, attached as Exhibit 1 hereto.
2. Restructuring Agreement (incorporated herein by reference to Exhibit 10.1
to Form 6-K filed by the Issuer on March 28, 2017).
3. Press Release of the Issuer dated as of July 21, 2017 (incorporated herein by reference
to Exhibit 99.1 to Form 6-K filed by the Issuer on July 21, 2017).
4. Press Release dated as of September 22, 2017 (incorporated herein by
reference to Exhibit 99.1 to Form 6-K filed by the Issuer on September 22, 2017).
5. Credit Agreement (incorporated herein by reference to Exhibit
10.1 to Form 6-K filed by the Issuer on September 22, 2017).
6. Governance Agreement (incorporated herein by reference to Exhibit 10.3 to Form 6-K
filed by the Issuer on September 22, 2017).
