SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-102)
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Hornbeck Offshore Services, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
440543106
(CUSIP Number)
Christopher Pucillo
Solus Alternative Asset Management LP
410 Park Avenue, 11th Floor
New York, NY 10022
212-284-4300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 11, 2019
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☒.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP NO.
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440543106
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1
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NAMES OF REPORTING PERSONS
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Solus Alternative Asset Management LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC, OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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| Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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N/A
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8
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SHARED VOTING POWER
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3,170,077 shares of Common Stock
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9
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SOLE DISPOSITIVE POWER
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N/A
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10
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SHARED DISPOSITIVE POWER
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3,170,077 shares of Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,170,077 shares of Common Stock
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.3%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA
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CUSIP NO.
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440543106
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1
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NAMES OF REPORTING PERSONS
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Solus GP LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC, OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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N/A
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8
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SHARED VOTING POWER
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3,170,077 shares of Common Stock
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9
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SOLE DISPOSITIVE POWER
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N/A
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10
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SHARED DISPOSITIVE POWER
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3,170,077 shares of Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,170,077 shares of Common Stock
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.3%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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CUSIP NO.
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440543106
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1
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NAMES OF REPORTING PERSONS
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Christopher Pucillo
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC, OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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N/A
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8
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SHARED VOTING POWER
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3,170,077 shares of Common Stock
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9
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SOLE DISPOSITIVE POWER
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N/A
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10
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SHARED DISPOSITIVE POWER
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3,170,077 shares of Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,170,077 shares of Common Stock
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.3%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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| IN |
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| Item 1. |
Security and Issuer
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This Schedule 13D (this “Schedule 13D”) relates to the common stock, par value
$0.01 per share (the “Common Stock”) of Hornbeck Offshore Services, Inc., a Delaware corporation (the “Issuer”), with its principal office located at 103 Northpark Boulevard, Suite 300, Covington, Louisiana 70433.
| Item 2. |
Identity and Background
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(a) This Schedule 13D is being jointly filed by the following persons:
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Solus Alternative Asset Management LP, a Delaware limited partnership (“Solus”);
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Solus GP LLC, a Delaware limited liability company (the “GP”); and
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| (iii) |
Mr. Christopher Pucillo, a United States citizen (“Mr. Pucillo”).
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The foregoing persons are collectively referred to as the “Reporting Persons.”
Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
(b) Residence or business address: 410 Park Avenue, 11th Floor, New York, NY 10022.
(c) Principal occupation or employment and the name, principal place of business and address of any corporation or other organization in which such employment is
conducted:
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Solus is registered as an investment advisor with the Securities and Exchange Commission (the “SEC”),
which serves as the investment manager to certain investment funds and accounts advised by Solus;
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the GP serves as the general partner to Solus; and
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Mr. Pucillo serves as the managing member to the GP.
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The principal business address for each of the Reporting Persons is 410 Park Avenue, 11th Floor, New York, NY 10022.
(d) During the last five years, no Reporting Person has been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors).
(e) During the last five years, no Reporting Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result
of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Citizenship:
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Solus – Delaware;
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GP – Delaware; and
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Mr. Pucillo – United States.
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| Item 3. |
Source and Amount of Funds or Other Considerations
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The funds for the purchase of the Common Stock came from the working capital of Solus, over which the GP and Mr. Pucillo, through their roles described above in Item
2(c), exercise investment discretion. No borrowed funds were used to purchase the Common Stock, other than borrowed funds used for working capital purposes in the ordinary course of business.
| Item 4. |
Purpose of Transaction
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All of the shares of Common Stock reported herein were acquired for investment purposes, and were originally acquired without the purpose or effect of changing or
influencing control of the Company. The Reporting Persons review on a continuing basis the investment in the Company, and are currently engaged in discussions with the Company regarding its outstanding debt securities and other liabilities,
including its outstanding 5.875% senior notes due 2020 and 5.000% senior notes due 2021 (collectively, the “Notes”). The Reporting Persons beneficially own a portion of the Notes and may, from time to time, propose potential transactions to the
Company, including refinancing and exchange transactions, equity issuances and other strategic alternatives. These proposals may be made in cooperation with other stakeholders of the Company or independently by the Reporting Persons.
The Reporting Persons reserve the right from time to time to formulate plans and proposals regarding the Company or any of its securities, and to carry out any of the
actions or transactions in connection therewith. The Reporting Persons may in the future acquire additional Common Stock or other securities of the Company in the open market, in privately negotiated purchases or otherwise and may also, depending
on the current circumstances, dispose of all or a portion of the Common Stock or other securities of the Company beneficially owned by them in one or more transactions.
| Item 5. |
Interest in Securities of the Issuer
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The information contained in Item 3 of this Schedule 13D is incorporated by reference herein.
(a) – (b) The responses of each of the Reporting Persons with respect to Rows 11, 12 and 13 of the cover page of this Schedule 13D that relate to the aggregate number and
percentage of shares of Common Stock are incorporated herein by reference. The responses of each of the Reporting Persons with respect to Rows 7, 8, 9 and 10 of the cover pages of this Schedule 13D that relate to the aggregate number of shares of
Common Stock as to which each of the Reporting Persons referenced in Item 2 above has sole or shared power to vote or to direct the vote and sole or shared power to dispose or to direct the disposition are incorporated herein by reference.
The aggregate percentage of shares of Common Stock reported as beneficially owned by the Reporting Persons was calculated based on 37,993,329 shares of Common Stock reported to be issued and outstanding as of October 31, 2019 in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019 filed
with the SEC on November 12, 2019.
The Reporting Persons may be deemed to share voting power and dispositive power with each other with respect to the shares of Common Stock held by them. The filing of
this Schedule 13D shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by this Schedule 13D, and each Reporting Person hereby expressly disclaims beneficial ownership in the
securities reported in this Schedule 13D and membership in a “group” as that term is described in Rule 13d-5(b)(1) of the Act.
(c) There have been no transactions with respect to the Common Stock during the sixty days prior to the date of filing of this Schedule 13D by the Reporting Persons.
(d) Certain funds or accounts managed on a discretionary basis by Solus or affiliates thereof have the right to receive or the power to direct the receipt of dividends or
the proceeds from the sale of the Common Stock.
One account, a Delaware limited liability company, has the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of more than 5%
of the Common Stock.
(e) Not applicable.
| Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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The Joint Acquisition Statement among the Reporting Persons (the “Joint Acquisition
Statement”) to file this Schedule 13D jointly in accordance with Rule 13d-1(k)(l) under the Act is attached hereto as Exhibit A.
The disclosure in Item 2, Item 3 and Item 4 is incorporated by reference herein.
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Item 7.
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Material to be Filed as Exhibits
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Exhibit A
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Joint Acquisition Statement
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Date: November 21, 2019
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By:
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/s/ Christopher Pucillo
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Christopher Pucillo
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individually and as managing member of Solus GP LLC, for itself and as the general partner of Solus Alternative Asset Management LP
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Exhibit A
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to
this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such
amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it
knows or has reason to believe that such information is inaccurate.
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Date: November 21, 2019
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By:
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/s/ Christopher Pucillo
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Christopher Pucillo
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individually and as managing member of Solus GP LLC, for itself and as the general partner of Solus Alternative Asset Management LP
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