Filing Details

ITEM 4.

OWNERSHIP.

Items 5 through 9 and 11 of each of the cover pages to this Schedule 13G are incorporated herein by reference. Set forth below is the aggregate number of Common Shares of the Issuer directly held by each of the Funds (as defined below), which may be deemed to be indirectly beneficially owned by the Reporting Persons as described below. See also, Item 8. Such Common Shares are directly held by each of (i) Kings Forest, S.a.r.l., (ii) Queens Gate, S.a.r.l., (iii) Rathgar, S.a.r.l., (iv) Ringsend, S.a.r.l., (v) Yellow Sapphire, S.a.r.l., (vi) Strategic Value Master Fund Ltd., (vii) Strategic Value Opportunities Fund, LP, (viii) Strategic Value Special Situations Master Fund III, LP and (ix) Strategic Value Special Situation Master Fund IV, LP (together, the “Funds”).

Name of Fund

Common Shares

directly held by

such Fund

Kings Forest, S.a.r.l.

2,569,633

Queens Gate, S.a.r.l.

5,320,616

Rathgar, S.a.r.l.

5,491,427

Ringsend, S.a.r.l.

1,181,630

Yellow Sapphire, S.a.r.l.

4,285,739

Strategic Value Master Fund Ltd.

167,817

Strategic Value Opportunities Fund, LP

81,945

Strategic Value Special Situations Master Fund III, LP

174,542

Strategic Value Special Situation Master Fund IV, LP

50,565

Strategic Value Partners is the investment manager of, and exercises investment discretion over Strategic Value Master Fund, Ltd., a Cayman Islands exempted company, which has an ownership interest in Field Point (Europe) II, LLC, a Delaware limited liability company, which has an ownership interest in Field Point IV, S.a.r.l., a Luxembourg limited liability company, which has an ownership interest in Queens Gate, S.a.r.l., a Luxembourg limited liability company. Strategic Value Partners is indirectly majority owned and controlled by Mr. Khosla.

 

Special Situations III is the investment manager of, and exercises investment discretion over Strategic Value Special Situations Master Fund III, L.P., a Cayman Islands exempted limited partnership, which has an ownership interest in Blue Sapphire, S.a.r.l., a Luxembourg limited liability company, which has an ownership interest in Yellow Sapphire, S.a.r.l., a Luxembourg limited liability company, which has an ownership interest in Ringsend, S.a.r.l., a Luxembourg limited liability company. Strategic Value Partners is the managing member of Special Situations III. Strategic Value Partners and Special Situations III are both indirectly majority owned and controlled by Mr. Khosla.

 

Special Situations IV is the investment manager of, and exercises investment discretion over Strategic Value Special Situations Master Fund IV, L.P., a Cayman Islands exempted limited partnership, which has an ownership interest in Ranelagh, S.a.r.l., a Luxembourg limited liability company, which has an ownership interest in Rathgar, S.a.r.l., a Luxembourg limited liability company. Strategic Value Partners is the managing member of Special Situations IV. Strategic Value Partners and Special Situations IV are both indirectly majority owned and controlled by Mr. Khosla.

 

Special Situations III-A is the investment manager of, and exercises investment discretion over Strategic Value Opportunities Fund, L.P., a Cayman Islands exempted limited partnership, which has an ownership interest in Kings Valley, S.a.r.l., a Luxembourg limited liability company, which has an ownership interest in Kings Forest, S.a.r.l., a Luxembourg limited liability company. Strategic Value Partners is the managing member of Special Situations III-A. Strategic Value Partners and Special Situations III-A are both indirectly majority owned and controlled by Mr. Khosla.

 

Except for Mr. Khosla, each Reporting Person disclaims beneficial ownership of all Common Shares owned directly by the Funds. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission by such Reporting Person that it is the beneficial owner of any of the Common Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), or for any other purpose (including, without limitation, any tax purposes), and such beneficial ownership is expressly disclaimed.

Mr. Khosla is the sole member of Midwood Holdings, LLC, which is the managing member of Strategic Value Partners, LLC and is also the indirect majority owner and control person of Strategic Value Partners, LLC, SVP Special Situations III LLC and SVP Special Situations III-A LLC. Mr. Khosla is also the Chief Investment Officer of Strategic Value Partners. As such, he may be deemed to control the voting and dispositive decisions with respect to the Common Shares made by Strategic Value Partners, Special Situations III, Special Situations IV and Special Situations III-A and may therefore be deemed to be the beneficial owner of the Common Shares reported in this Schedule 13G. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission by Mr. Khosla that he is the beneficial owner of any of the equity securities referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. 

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

Not applicable.

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

The information in Item 4 is incorporated herein by reference.

ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

Not applicable.

ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

The information set forth on Item 2 and Item 4 above is incorporated herein by reference.

Certain of the Funds entered into a Governance Agreement (the “Governance Agreement”), dated as of November 19, 2018, with the Issuer, certain funds affiliated with Avenue Capital Group, LLC (the “Avenue Holders”) and certain other shareholder parties thereto (the “Other Holders”). Pursuant to the Governance Agreement, the Funds and the Avenue Holders have agreed with one another (and for avoidance of doubt, not with any of the Other Holders), among other things, to vote their Common Shares to elect members of the Board of the Directors of the Issuer as set forth therein.

 

Because of the relationship between the Funds and the Holders as a result of the Governance Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Act, to beneficially own 38,026,102 Common Shares of the Issuer (inclusive of the 19,323,914 Common Shares beneficially owned by the Reporting Persons), which represents 50.7% of the total number of outstanding Common Shares of the Issuer (based on a total of 75,000,000 Common Shares outstanding as of December 14, 2018, as reported in the Issuer’s Form F-1 filed with the Securities and Exchange Commission (“SEC”) on December 18, 2018.  Each Reporting Person disclaims beneficial ownership of such Common Shares. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission by such Reporting Person that it is the beneficial owner of any of the Common Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), or for any other purpose (including, without limitation, any tax purposes), and such beneficial ownership is expressly disclaimed.

 

The Governance Agreement is filed as Exhibit 4.1 to the Issuer’s Registration Statement on Form F-1, File No. 333-228867, filed with the Securities and Exchange Commission on December 18, 2018 and is hereby incorporated by reference.  The foregoing summary is qualified in its entirety by the terms thereof.

ITEM 9.

NOTICE OF DISSOLUTION OF GROUP.

Not applicable.

ITEM 10.

CERTIFICATION.

Not applicable.