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
☐.
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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|
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|
|
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1
|
|
NAME OF
REPORTING PERSON
Energy Strategic Advisory Services LLC
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
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SOURCE OF FUNDS
WC
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
Number of Shares Beneficially
Owned by
Each
Reporting
Person
with
|
|
7
|
|
SOLE VOTING POWER
-0-
|
|
8
|
|
SHARED VOTING POWER
1,415,708
|
|
9
|
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
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SHARED DISPOSITIVE POWER
6,433,630
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,433,630 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
☐
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13
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|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
24.1%
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14
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TYPE OF REPORTING PERSON
OO
|
|
|
|
|
|
|
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1
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NAME OF
REPORTING PERSON
Bluescape Energy Recapitalization and Restructuring Fund III
LP
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☒
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3
|
|
SEC USE ONLY
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4
|
|
SOURCE OF FUNDS
WC
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5
|
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
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|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
Number of Shares Beneficially
Owned by
Each
Reporting
Person
with
|
|
7
|
|
SOLE VOTING POWER
-0-
|
|
8
|
|
SHARED VOTING POWER
1,415,708
|
|
9
|
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
|
SHARED DISPOSITIVE POWER
6,433,630
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,433,630 shares of common stock
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
24.1%
|
14
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TYPE OF REPORTING PERSON
OO
|
|
|
|
|
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|
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1
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NAME OF
REPORTING PERSON
Bluescape Energy Partners III GP LLC
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (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
WC
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5
|
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
|
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
Number of Shares Beneficially
Owned by
Each
Reporting
Person
with
|
|
7
|
|
SOLE VOTING POWER
-0-
|
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8
|
|
SHARED VOTING POWER
1,415,708
|
|
9
|
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
|
SHARED DISPOSITIVE POWER
6,433,630
|
11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,433,630 shares of common stock
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
☐
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13
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
24.1%
|
14
|
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TYPE OF REPORTING PERSON
OO
|
|
|
|
|
|
|
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1
|
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NAME OF
REPORTING PERSON
Bluescape Resources GP Holdings LLC
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☒
|
3
|
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SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
WC
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5
|
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
Number of Shares Beneficially
Owned by
Each
Reporting
Person
with
|
|
7
|
|
SOLE VOTING POWER
-0-
|
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8
|
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SHARED VOTING POWER
1,415,708
|
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9
|
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
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SHARED DISPOSITIVE POWER
6,433,630
|
11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,433,630 shares of common stock
|
12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
☐
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13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
24.1%
|
14
|
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TYPE OF REPORTING PERSON
OO
|
|
|
|
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1
|
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NAME OF
REPORTING PERSON
Charles John Wilder, Jr.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☒
|
3
|
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SEC USE ONLY
|
4
|
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SOURCE OF FUNDS
PF
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5
|
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
|
Number of Shares Beneficially
Owned by
Each
Reporting
Person
with
|
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7
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SOLE VOTING POWER
18,125
|
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8
|
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SHARED VOTING POWER
1,415,708
|
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9
|
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SOLE DISPOSITIVE POWER
18,125
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10
|
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SHARED DISPOSITIVE POWER
6,433,630
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,451,755 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
☐
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
24.2%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 269279402
The following constitutes Amendment No. 2 (
Amendment No. 2
) to the Schedule 13D filed by the undersigned with the
Securities and Exchange Commission on December 23, 2015, as amended by Amendment No. 1 filed on June 15, 2017 (as so amended, the
Schedule 13D
). This Amendment No. 2 amends the Schedule 13D to disclose the
issuance to ESAS of the ESAS June 20, 2017 PIK Shares (as defined in Item 5 below).
Capitalized terms used in this Amendment
and not otherwise defined herein have the respective meanings given in the Schedule 13D. Unless set forth below, all previous Items set forth in the Schedule 13D remain unchanged.
ITEM 2.
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IDENTITY AND BACKGROUND.
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Item 2 is hereby amended and restated to read as follows:
(a) This statement on Schedule 13D is filed jointly by the following entities and persons, all of whom are together referred to herein as
the
Reporting Persons
:
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(i)
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Energy Strategic Advisory Services LLC (
ESAS
)
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(ii)
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Bluescape Energy Recapitalization and Restructuring Fund III LP (
Main Fund
)
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(iii)
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Bluescape Energy Partners III GP LLC (
Bluescape GP
)
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(iv)
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Bluescape Resources GP Holdings LLC (
Bluescape GP Holdings
)
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(vi)
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Charles John Wilder, Jr.
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(b) The address of the principal business address of each of the
Reporting Persons is 200 Crescent Court, Suite 1900, Dallas, Texas 75201.
(c) The principal business of ESAS is investing in energy
companies and energy assets. The principal business of Main Fund is investing in energy companies and energy assets and acting as a managing member of ESAS. The principal business of Bluescape GP is acting as the general partner of Main Fund and
other funds that Bluescape GP controls. The principal business of Bluescape GP Holdings is acting as the manager of Bluescape GP and other funds that Bluescape GP Holdings controls. The principal business of Charles John Wilder, Jr. is acting as the
manager of Bluescape GP Holdings and its affiliates and as the manager or member of other investment and operating entities.
(d) No
Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person has, during the last five years, 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 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) Each of ESAS, Main Fund, Bluescape GP and Bluescape GP Holdings is organized under the laws of the State of
Delaware. Charles John Wilder, Jr. is a citizen of the United States of America.
ITEM 3.
|
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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Item 3 is amended by appending
the following text:
Since June 15, 2017, the filing date of Amendment No. 1 to the Schedule 13D,
acquisitions of beneficial ownership of Shares were consummated with the use of the following funds:
ESAS holds $47.9 million in aggregate
principal amount of the 1.75 Lien Term Loans and, on June 20, 2017, received 192,609 Shares as an interest payment under the 1.75 Lien Term Loan Credit Agreement.
ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER.
|
Item 5 is hereby amended and restated to
read as follows:
On June 12, 2017, the Issuer effectuated a 1-for-15 reverse share split of its common stock (the Reverse Stock
Split) pursuant to which every 15 Shares issued and outstanding prior to the Reverse Stock Split were converted into one Share, with fractional Shares being rounded up to the next whole Share. The numbers of Shares reported in this Amendment
are adjusted to give effect to the Reverse Stock Split.
On June 20, 2017, the Issuer elected to pay interest on its 1.75 Lien Term
Loans by issuing a total of 2,745,754 Shares (the
June 20, 2017 PIK Shares
), 192,609 of which were issued to ESAS (the
ESAS June 20, 2017 PIK Shares
) with respect to the $47.9 million aggregate principal amount
of the 1.75 Lien Term Loans it holds. The Issuers election to pay interest by issuing the June 20, 2017 PIK Shares is reported in the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on
June 22, 2017.
(a) The aggregate percentage of Common Stock reported owned by each person named herein is based upon 26,657,825
Shares comprised of (i) the 5,017,922 Shares underlying the Financing Warrants, (ii) the 18,894,149 Shares outstanding as of May 5, 2017, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on May 10, 2017 and (iii) the 2,745,754 June 20, 2017 PIK Shares.
(a) As of the date hereof, ESAS beneficially owned 6,433,630 Shares
(consisting of (i) 1,415,708 Shares and (ii) 5,017,922 Shares underlying the Financing Warrants referenced below) constituting collectively approximately 24.1% of the outstanding Shares.
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(b)
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1.
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Sole power to vote or direct vote: 0
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2.
|
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Shared power to vote or direct vote: 1,415,708 Shares
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3.
|
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Sole power to dispose or direct the disposition: 0
|
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|
4.
|
|
Shared power to dispose or direct the disposition: 6,433,630 Shares
|
(a) As of the date hereof, Main Fund may be deemed the beneficial
owner of the 6,433,630 Shares beneficially owned by ESAS (consisting of (i) 1,415,708 Shares and (ii) 5,017,922 Shares underlying the Financing Warrants referenced below), constituting collectively approximately 24.1% of the outstanding
Shares.
|
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(b)
|
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1.
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Sole power to vote or direct vote: 0
|
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|
|
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2.
|
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Shared power to vote or direct vote: 1,415,708 Shares
|
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|
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3.
|
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Sole power to dispose or direct the disposition: 0
|
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|
|
|
|
4.
|
|
Shared power to dispose or direct the disposition: 6,433,630 Shares
|
(a) As of the date hereof, Bluescape GP may be deemed the
beneficial owner of the 6,433,630 Shares beneficially owned by ESAS (consisting of (i) 1,415,708 Shares and (ii) 5,017,922 Shares underlying the Financing Warrants referenced below), constituting collectively approximately 24.1% of the
outstanding Shares.
|
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(b)
|
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1.
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Sole power to vote or direct vote: 0
|
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|
|
|
|
2.
|
|
Shared power to vote or direct vote: 1,415,708 Shares
|
|
|
|
|
|
3.
|
|
Sole power to dispose or direct the disposition: 0
|
|
|
|
|
|
4.
|
|
Shared power to dispose or direct the disposition: 6,433,630 Shares
|
|
(iv)
|
Bluescape GP Holdings
|
(a) As of the date hereof, Bluescape GP Holdings may be
deemed the beneficial owner of the 6,433,630 Shares beneficially owned by ESAS (consisting of (i) 1,415,708 Shares and (ii) 5,017,922 Shares underlying the Financing Warrants referenced below), constituting collectively approximately 24.1%
of the outstanding Shares.
|
|
|
|
|
(b)
|
|
1.
|
|
Sole power to vote or direct vote: 0
|
|
|
|
|
|
2.
|
|
Shared power to vote or direct vote: 1,415,708 Shares
|
|
|
|
|
|
3.
|
|
Sole power to dispose or direct the disposition: 0
|
|
|
|
|
|
4.
|
|
Shared power to dispose or direct the disposition: 6,433,630 Shares
|
|
(v)
|
Charles John Wilder, Jr.
|
(a) As of the date hereof, Charles John Wilder, Jr.
beneficially owned 18,125 Shares and may be deemed the beneficial owner of the 6,433,630 Shares beneficially owned by ESAS (consisting of (i) 1,415,708 Shares and (ii) 5,017,922 Shares underlying the Financing Warrants referenced below),
constituting collectively approximately 24.2% of the outstanding Shares.
|
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(b)
|
|
1.
|
|
Sole power to vote or direct vote: 18,125 Shares
|
|
|
|
|
|
2.
|
|
Shared power to vote or direct vote: 1,415,708 Shares
|
|
|
|
|
|
3.
|
|
Sole power to dispose or direct the disposition: 18,125 Shares
|
|
|
|
|
|
4.
|
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Shared power to dispose or direct the disposition: 6,433,630 Shares
|
(c) The Reporting Persons have effected the following transactions involving securities of the Issuer during
the past 60 days:
(i) As described in Item 6, ESAS received the Financing Warrants in connection with its purchase of
$70,000,000 principal amount of the 1.5 Lien Notes.
(ii) As described in this Item 5, ESAS received the ESAS
June 20, 2017 PIK Shares in connection with the Issuers election to effect the payment of interest on the 1.75 Lien Term Loans through the issuance of the June 20, 2017 PIK Shares.
(d) No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock beneficially owned by any Reporting Persons.
The foregoing discussion is also qualified in
its entirety by reference to the form of Financing Warrant, Registration Rights Agreement and the 1.75 Lien Term Loan Credit Agreement, copies of which are filed as Exhibits 10.6, 10.12 and 10.14, respectively, to the Current Report on Form 8-K
filed by the Issuer on March 15, 2017 and are incorporated by reference herein.
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ITEM 7.
|
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MATERIAL TO BE FILED AS EXHIBITS.
|
|
|
99.1
|
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Form of Financing Warrant (incorporated by reference to Exhibit 10.6 of the Form 8-K).
|
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|
99.2
|
|
Registration Rights Agreement, dated as of March 15, 2017, by and among EXCO Resources, Inc. and the investors specified on the signatures thereto (incorporated by reference to Exhibit 10.12 of the Form 8-K).
|
|
|
99.3
|
|
1.75 Lien Term Loan Credit Agreement, dated as of March 15, 2017, by and among EXCO Resources, Inc., as borrower, certain subsidiaries of borrower, as guarantors, the lenders party thereto, and Wilmington Trust, National
Association, as administrative agent and collateral trustee (incorporated by reference to Exhibit 10.4 of the Form 8-K).
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SIGNATURE
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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June 29, 2017
|
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Energy Strategic Advisory Services LLC
|
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|
By:
|
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/s/ Jonathan Siegler
|
|
|
Managing Director and Chief Financial Officer
|
|
Bluescape Energy Recapitalization and Restructuring Fund III LP
|
|
|
By:
|
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/s/ Jonathan Siegler
|
|
|
Managing Director and Chief Financial Officer
|
|
Bluescape Energy Partners III GP LLC
|
|
|
By:
|
|
/s/ Jonathan Siegler
|
|
|
Managing Director and Chief Financial Officer
|
|
Bluescape Resources GP Holdings LLC
|
|
|
By:
|
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/s/ Charles John Wilder, Jr.
|
|
|
Sole Member
|
|
Charles John Wilder, Jr.
|
|
|
By:
|
|
/s/ Charles John Wilder, Jr.
|