Amended Statement of Beneficial Ownership (sc 13d/a)
December 13 2017 - 4:51PM
Edgar (US Regulatory)
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D/A
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Under the Securities Exchange Act of 1934
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(Amendment No. 10)*
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Genco Shipping
& Trading Limited
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(Name of Issuer)
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Common Stock,
$0.01 Par Value
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(Title of Class of Securities)
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Y2685T115
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(CUSIP Number)
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Susanne V. Clark
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c/o Centerbridge Partners, L.P.
375 Park Avenue
New York, NY 10152
(212) 672-5000
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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December
12, 2017
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(Date of Event Which Requires Filing of This Statement)
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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 Rule 13d-1(e), Rule
13d-1(f) or Rule 13d-1(g), check the following box.
¨
(Page 1 of 20 Pages)
______________________________
* 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. Y2685T115
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SCHEDULE 13D/A
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Page
2
of 20 Pages
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1
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NAME OF REPORTING PERSON
Centerbridge Credit Partners, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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
-0-
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8
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SHARED VOTING POWER
1,144,768
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9
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SOLE DISPOSITIVE POWER
-0-
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10
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SHARED DISPOSITIVE POWER
1,144,768
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,144,768
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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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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.32%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. Y2685T115
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SCHEDULE 13D/A
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Page
3
of 20 Pages
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1
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NAME OF REPORTING PERSON
Centerbridge Credit Partners General Partner, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
|
SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
1,144,768
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9
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SOLE DISPOSITIVE POWER
-0-
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10
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SHARED DISPOSITIVE POWER
1,144,768
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,144,768
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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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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.32%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. Y2685T115
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SCHEDULE 13D/A
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Page
4
of 20 Pages
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1
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NAME OF REPORTING PERSON
Centerbridge Credit Cayman GP Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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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
-0-
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8
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SHARED VOTING POWER
3,805,114
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9
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SOLE DISPOSITIVE POWER
-0-
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10
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SHARED DISPOSITIVE POWER
3,805,114
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,805,114
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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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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.02%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. Y2685T115
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SCHEDULE 13D/A
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Page
5
of 20 Pages
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1
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NAME OF REPORTING PERSON
Centerbridge Credit Partners Master, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
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3
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SEC USE ONLY
|
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4
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SOURCE OF FUNDS
OO
|
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
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
2,660,346
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9
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SOLE DISPOSITIVE POWER
-0-
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10
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SHARED DISPOSITIVE POWER
2,660,346
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,660,346
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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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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.70%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. Y2685T115
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SCHEDULE 13D/A
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Page
6
of 20 Pages
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1
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NAME OF REPORTING PERSON
Centerbridge Credit Partners Offshore General Partner,
L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
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3
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SEC USE ONLY
|
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4
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SOURCE OF FUNDS
OO
|
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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
2,660,346
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
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SHARED DISPOSITIVE POWER
2,660,346
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,660,346
|
|
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 (9)
7.70%
|
|
14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. Y2685T115
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SCHEDULE 13D/A
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Page
7
of 20 Pages
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1
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NAME OF REPORTING PERSON
Centerbridge Capital Partners II (Cayman), L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
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3
|
SEC USE ONLY
|
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4
|
SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
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SHARED VOTING POWER
4,810,328
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9
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SOLE DISPOSITIVE POWER
-0-
|
|
10
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SHARED DISPOSITIVE POWER
4,810,328
|
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,810,328
|
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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 (9)
13.93%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. Y2685T115
|
SCHEDULE 13D/A
|
Page
8
of 20 Pages
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1
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NAME OF REPORTING PERSON
Centerbridge Capital Partners SBS II (Cayman), L.P.
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
35,214
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
35,214
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,214
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.10%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
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CUSIP No. Y2685T115
|
SCHEDULE 13D/A
|
Page
9
of 20 Pages
|
|
1
|
NAME OF REPORTING PERSON
Centerbridge Associates II (Cayman), L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
4,810,328
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
4,810,328
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,810,328
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.93%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
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CUSIP No. Y2685T115
|
SCHEDULE 13D/A
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Page
10
of 20 Pages
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1
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NAME OF REPORTING PERSON
CCP II Cayman GP Ltd.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
4,845,542
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
4,845,542
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,845,542
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.03%
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
|
|
|
|
CUSIP No. Y2685T115
|
SCHEDULE 13D/A
|
Page
11
of 20 Pages
|
|
1
|
NAME OF REPORTING PERSON
Centerbridge Special Credit Partners II AIV IV (Cayman),
L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
1,193,731
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
1,193,731
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,193,731
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.46%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
|
|
|
CUSIP No. Y2685T115
|
SCHEDULE 13D/A
|
Page
12
of 20 Pages
|
|
1
|
NAME OF REPORTING PERSON
Centerbridge Special Credit Partners General Partner
II (Cayman), L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
1,193,731
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
1,193,731
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,193,731
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.46%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
|
|
|
CUSIP No. Y2685T115
|
SCHEDULE 13D/A
|
Page
13
of 20 Pages
|
|
1
|
NAME OF REPORTING PERSON
Centerbridge Special Credit Partners II, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
|
|
6
|
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
242,235
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
242,235
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
242,235
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.70%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
|
|
|
CUSIP No. Y2685T115
|
SCHEDULE 13D/A
|
Page
14
of 20 Pages
|
|
1
|
NAME OF REPORTING PERSON
Centerbridge Special Credit Partners General Partner
II, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
|
|
6
|
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
242,235
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
242,235
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
242,235
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.70%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
|
|
|
CUSIP No. Y2685T115
|
SCHEDULE 13D/A
|
Page
15
of 20 Pages
|
|
1
|
NAME OF REPORTING PERSON
CSCP II Cayman GP Ltd.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
1,435,966
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
1,435,966
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,435,966
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.16%
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
|
|
|
|
CUSIP No. Y2685T115
|
SCHEDULE 13D/A
|
Page
16
of 20 Pages
|
|
1
|
NAME OF REPORTING PERSON
Mark T. Gallogly
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
10,086,622
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
10,086,622
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,086,622
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
29.21%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
|
|
|
|
CUSIP No. Y2685T115
|
SCHEDULE 13D/A
|
Page
17
of 20 Pages
|
|
1
|
NAME OF REPORTING PERSON
Jeffrey H. Aronson
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
10,086,622
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
10,086,622
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,086,622
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
29.21%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
|
|
|
|
CUSIP No. Y2685T115
|
SCHEDULE 13D/A
|
Page
18
of 20 Pages
|
This Amendment No. 10 ("
Amendment No. 10
") amends
and supplements the statement on Schedule 13D (the "
Original Schedule 13D
") filed with the Securities and Exchange
Commission (the "
SEC
") on July 21, 2014, as amended by Amendment No. 1 ("
Amendment No. 1
") filed
with the SEC on July 23, 2015, Amendment No. 2 ("
Amendment No. 2
") filed with the SEC on September 17, 2015, Amendment
No. 3 ("
Amendment No. 3
") filed with the SEC on May 11, 2016, Amendment No. 4 ("
Amendment No. 4
")
filed with the SEC on June 10, 2016, Amendment No. 5 ("
Amendment No. 5
") filed with the SEC on July 1, 2016, Amendment
No. 6 ("
Amendment No. 6")
filed with the SEC on October 11, 2016, Amendment No. 7 ("
Amendment No. 7")
filed with the SEC on October 31, 2016, Amendment No. 8 ("
Amendment No. 8")
filed with the SEC on December 6,
2016 and Amendment No. 9 ("
Amendment No. 9")
filed with the SEC on January 6, 2017 (the Original Schedule 13D
as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No.
7, Amendment No. 8, Amendment No. 9 and this Amendment No. 10, the "
Schedule 13D
"), with respect to the shares
of common stock, par value $0.01 per share (the "
Common Stock
") of Genco Shipping & Trading Limited, a corporation
organized under the laws of the Republic of the Marshall Islands (the "
Issuer
"). This Amendment No. 10 amends
Item 3, 5 and 6 as set forth below.
|
Item 3.
|
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
|
|
|
|
|
|
Item 3 of the Schedule 13D is hereby amended and restated as follows:
|
|
|
|
|
|
The Reporting Persons acquired (i) 1,835,792
shares of Common Stock
(after giving effect to the one-for-ten reverse stock split effected by the Issuer on July 7, 2016)
pursuant to the
Plan (as defined in Item 4), as more fully described in Item 4, (ii) 119,902 shares of Common Stock
(after
giving effect to the one-for-ten reverse stock split effected by the Issuer on July 7, 2016)
as consideration for the 5,551,073
shares of common stock, par value $0.01 per share, of Baltic Trading Limited, a Marshall Islands corporation ("
Baltic
")
that certain of the Reporting Persons held, pursuant to the terms and conditions of the merger (the "
Merger
")
consummated pursuant to that certain Agreement and Plan of Merger by and among the Baltic, the Issuer and Poseidon Merger Sub Limited,
a Marshall Islands corporation and an indirect wholly owned subsidiary of the Issuer ("
Merger Sub
"), dated as
of April 7, 2015, pursuant to which, Merger Sub merged with and into Baltic, with Baltic continuing as the surviving corporation
and an indirect wholly owned subsidiary of the Issuer, as more fully described in that certain Current Report on Form 8-K filed
by the Issuer on July 17, 2015, (iii) 6,597,938 shares of Common Stock upon the Automatic Conversion of Series A Preferred Stock
purchased pursuant to the Stock Purchase Agreement for an aggregate purchase price of $31,999,999.30, which were derived from the
working capital of CCP, CCPM, CSCP II, CSCP Cayman, CCP II Cayman and CCP SBS II Cayman, (iv) 1,032,990 shares of Common Stock
upon the Automatic Conversion of Series A Preferred Stock purchased pursuant to the Additional Stock Purchase Agreement for an
aggregate purchase price of $5,010,001.50, which were derived from the working capital of CCP, CCPM, CSCP II, CSCP Cayman, CCP
II Cayman and CCP SBS II Cayman and (v) 500,000 shares of Common Stock upon the Automatic Conversion of Series A Preferred Stock
purchased pursuant to the Stock Purchase Agreement in exchange for the Reporting Persons' Backstop Commitment (as defined in Item
4).
|
|
Item
5.
|
INTEREST IN SECURITIES OF THE ISSUER
|
|
|
|
|
|
Items 5(a)-(c) of the Schedule 13D is hereby amended and restated as follows:
|
|
|
|
|
|
(a) – (b) The percentages of Common Stock reported herein are based
on 34,532,004 shares of Common Stock outstanding as of November 7, 2017
, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended December 30, 2017 filed with the Securities and Exchange Commission on November 7, 2017.
|
|
CUSIP No. Y2685T115
|
SCHEDULE 13D/A
|
Page
19
of 20 Pages
|
|
|
|
|
|
The information required by Items 5(a) – (b) is set forth in rows 7 – 13 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
|
|
|
|
|
|
(c) On December 12, 2017, CCP sold an aggregate of 320,462 shares of Common Stock at $13.11 per share in
a privately negotiated transaction. The 320,462 shares of Common Stock sold represent approximately 3.08% of the aggregate number
of shares of Common Stock beneficially owned by the Reporting Persons immediately prior to such sale. The transactions reported in this Amendment No. 10 reflect year-end planning activities, and the Reporting
Persons' overall beneficial ownership of Common Stock remains substantially unchanged by the reported transactions.
|
|
Item 6.
|
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
|
|
|
|
|
|
Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
|
|
|
|
|
|
On December 12, 2017, in a
privately negotiated transaction CCP wrote: (i) 2,000 put options for an aggregate of 200,000 shares of Common Stock with a
strike price of $15.50 and an expiration date of January 25, 2018 and (ii) 2,000 put options for an aggregate of 200,000 shares of Common Stock with a strike price of $16.06
and an expiration date of February 2, 2018.
|
|
CUSIP No. Y2685T115
|
SCHEDULE 13D/A
|
Page
20
of 20 Pages
|
SIGNATURES
After reasonable inquiry and to the best
of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: December 13, 2017
|
|
CENTERBRIDGE CREDIT PARTNERS, L.P.
|
|
|
|
|
|
By: Centerbridge Credit Partners
|
|
|
|
General Partner, L.P., its general partner
|
|
|
By: Centerbridge Credit Cayman GP Ltd., its general
|
|
|
partner
|
|
|
|
|
|
/s/ Jeffrey H. Aronson
|
|
|
Name: Jeffrey H. Aronson
|
|
|
Title: Authorized Signatory
|
|
|
CENTERBRIDGE CREDIT PARTNERS GENERAL
|
|
|
PARTNER, L.P.
|
|
|
|
|
|
By: Centerbridge Credit Cayman GP Ltd., its general
|
|
|
partner
|
|
|
|
|
|
/s/ Jeffrey H. Aronson
|
|
|
Name: Jeffrey H. Aronson
|
|
|
Title: Authorized Signatory
|
|
|
Centerbridge Credit Cayman GP Ltd.
|
|
|
|
|
|
|
|
|
/s/ Jeffrey H. Aronson
|
|
|
Name: Jeffrey H. Aronson
|
|
|
Title: Authorized Signatory
|
|
|
|
|
|
CENTERBRIDGE CREDIT PARTNERS MASTER,
|
|
|
L.P.
|
|
|
|
|
|
By: Centerbridge Credit Partners Offshore General
|
|
|
Partner, L.P., its general partner
|
|
|
By: Centerbridge Credit Cayman GP Ltd., its general
|
|
|
partner
|
|
|
|
|
|
/s/ Jeffrey H. Aronson
|
|
|
Name: Jeffrey H. Aronson
|
|
|
Title: Authorized Signatory
|
|
|
|
|
|
CENTERBRIDGE CREDIT PARTNERS OFFSHORE
|
|
|
GENERAL PARTNER, L.P.
|
|
|
|
|
|
|
|
|
By: Centerbridge Credit Cayman GP Ltd., its general
|
|
|
partner
|
|
|
|
|
|
/s/ Jeffrey H. Aronson
|
|
|
Name: Jeffrey H. Aronson
|
|
|
Title: Authorized Signatory
|
|
|
CENTERBRIDGE CAPITAL PARTNERS II
|
|
|
(CAYMAN), L.P.
|
|
|
|
|
|
By: Centerbridge Associates II (Cayman), L.P.,
|
|
|
its general partner
|
|
|
By: CCP II Cayman GP Ltd., its
|
|
|
general partner
|
|
|
By: Centerbridge GP Investors II, LLC, its
|
|
|
director
|
|
|
|
|
|
/s/ Jeffrey H. Aronson
|
|
|
Name: Jeffrey H. Aronson
|
|
|
Title: Authorized Signatory
|
|
|
CENTERBRIDGE CAPITAL PARTNERS SBS II
|
|
|
(CAYMAN), L.P.
|
|
|
|
|
|
By: CCP II Cayman GP Ltd., its
|
|
|
general partner
|
|
|
By: Centerbridge GP Investors II, LLC, its
|
|
|
director
|
|
|
|
|
|
/s/ Jeffrey H. Aronson
|
|
|
Name: Jeffrey H. Aronson
|
|
|
Title: Authorized Signatory
|
|
|
CENTERBRIDGE ASSOCIATES II (CAYMAN),
|
|
|
L.P.
|
|
|
|
|
|
By: CCP II Cayman GP Ltd., its
|
|
|
general partner
|
|
|
By: Centerbridge GP Investors II, LLC, its
|
|
|
director
|
|
|
|
|
|
/s/ Jeffrey H. Aronson
|
|
|
Name: Jeffrey H. Aronson
|
|
|
Title: Authorized Signatory
|
|
|
|
|
|
CCP II CAYMAN GP LTD.
|
|
|
|
|
|
By: Centerbridge GP Investors II, LLC, its
|
|
|
director
|
|
|
|
|
|
/s/ Jeffrey H. Aronson
|
|
|
Name: Jeffrey H. Aronson
|
|
|
Title: Authorized Signatory
|
|
|
|
|
|
CENTERBRIDGE SPECIAL CREDIT PARTNERS II
|
|
|
AIV IV (CAYMAN), L.P.
|
|
|
|
|
|
By: Centerbridge Special Credit Partners General
|
|
|
Partner II (Cayman), L.P., its general partner
|
|
|
By: CSCP II Cayman GP Ltd., its general partner
|
|
|
By: Centerbridge Special GP Investors II, L.L.C., its
|
|
|
director
|
|
|
|
|
|
/s/ Jeffrey H. Aronson
|
|
|
Name: Jeffrey H. Aronson
|
|
|
Title: Authorized Signatory
|
|
|
|
|
|
CENTERBRIDGE SPECIAL CREDIT PARTNERS
|
|
|
GENERAL PARTNER II (CAYMAN), L.P.
|
|
|
|
|
|
By: CSCP II Cayman GP Ltd., its general partner
|
|
|
By: Centerbridge Special GP Investors II, L.L.C., its
|
|
|
director
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Jeffrey H. Aronson
|
|
|
Name: Jeffrey H. Aronson
|
|
|
Title: Authorized Signatory
|
|
|
|
|
|
CSCP II CAYMAN GP LTD.
|
|
|
|
|
|
By: Centerbridge Special GP Investors II, L.L.C., its
|
|
|
director
|
|
|
|
|
|
|
|
|
/s/ Jeffrey H. Aronson
|
|
|
Name: Jeffrey H. Aronson
|
|
|
Title: Authorized Signatory
|
|
|
|
|
|
CENTERBRIDGE SPECIAL CREDIT PARTNERS
|
|
|
II, L.P.
|
|
|
|
|
|
By: Centerbridge Special Credit Partners
|
|
|
General Partner II, L.P.,
|
|
|
its general partner
|
|
|
|
|
|
By: CSCP II Cayman GP Ltd., its
|
|
|
general partner
|
|
|
By: Centerbridge Special GP Investors II, L.L.C., its
|
|
|
director
|
|
|
|
|
|
/s/ Jeffrey H. Aronson
|
|
|
Name: Jeffrey H. Aronson
|
|
|
Title: Authorized Signatory
|
|
|
|
|
|
CENTERBRIDGE SPECIAL CREDIT PARTNERS
|
|
|
GENERAL PARTNER II, L.P.
|
|
|
|
|
|
By: CSCP II Cayman GP Ltd., its general partner
|
|
|
By: Centerbridge Special GP Investors II, L.L.C., its
|
|
|
director
|
|
|
|
|
|
/s/ Jeffrey H. Aronson
|
|
|
Name: Jeffrey H. Aronson
|
|
|
Title: Authorized Signatory
|
|
|
|
|
|
MARK T. GALLOGLY
|
|
|
|
|
|
/
s
/
Mark T. Gallogly
|
|
|
|
|
|
|
|
|
Jeffrey H. Aronson
|
|
|
|
|
|
/s/ Jeffrey H. Aronson
|
|
|
|
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