UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 12)*

 

EXCO Resources, Inc.

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

269279402

(CUSIP Number)

 

WL Ross & Co. LLC

1166 Avenue of the Americas

New York, New York 10036

Attention: Stephen J. Toy

Telephone Number: (212) 826-1100

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

December 22, 2017

(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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 (the "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).

 



 

CUSIP No.   269279402

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
WL Ross & Co. LLC (1)

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

  o

 

 

(b)

  x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)      o

 

 

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
2,994,935 (1) (See Item 5)

 

9

Sole Dispositive Power
-0-

 

10

Shared Dispositive Power
2,994,935 (1) (See Item 5)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,994,935 (1) (See Item 5)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares     o

 

 

13

Percent of Class Represented by Amount in Row (11)
13.8% (See Item 5)

 

 

14

Type of Reporting Person
OO

 


(1)                  WL Ross & Co. LLC is the investment manager of WLR IV Exco AIV One, L.P. (“ Fund IV AIV One ”), WLR IV Exco AIV Two, L.P. (“ Fund IV AIV Two ”), WLR IV Exco AIV Three, L.P. (“ Fund IV AIV Three ”), WLR IV Exco AIV Four, L.P. (“ Fund IV AIV Four ”), WLR IV Exco AIV Five, L.P. (“ Fund IV AIV Five ”), WLR IV Exco AIV Six, L.P. (“ Fund IV AIV Six ”), WLR Select Co-Investment XCO AIV, L.P. (“ Co-Invest Fund AIV ”), WLR/GS Master Co-Investment XCO AIV, L.P. (“ WLR/GS Fund AIV ”) and WLR IV Parallel ESC, L.P. (“ Parallel Fund ”).  Fund IV AIV One holds directly 371,679 shares of common stock of the Issuer, Fund IV AIV Two holds directly 371,970 shares of common stock of the Issuer, Fund IV AIV Three holds directly 371,765

 

2



 

CUSIP No.   269279402

 

shares of common stock of the Issuer, Fund IV AIV Four holds directly 371,698 shares of common stock of the Issuer, Fund IV AIV Five holds directly 371,831 shares of common stock of the Issuer, Fund IV AIV Six holds directly 371,792 shares of common stock of the Issuer, Co-Invest Fund AIV holds directly 551,245 shares of common stock of the Issuer; WLR/GS Fund AIV holds directly 204,454 shares of common stock of the Issuer and Parallel Fund holds directly 8,501 shares of common stock of the Issuer.  WL Ross & Co. LLC is the managing member of WLR Recovery Associates IV LLC, WLR Select Associates LLC and WLR Master Co-Investment GP, LLC.  WLR Recovery Associates IV LLC is the general partner of Fund IV AIV One, Fund IV AIV Two, Fund IV AIV Three, Fund IV AIV Four, Fund IV AIV Five and Fund IV AIV Six.  WLR Select Associates LLC is the general partner of Co-Invest Fund AIV.  WLR Master Co-Investment GP, LLC is the general partner of WLR/GS Fund AIV.  Invesco Private Capital, Inc. is the managing member of INVESCO WLR IV Associates LLC, which is in turn the general partner of Parallel Fund.  INVESCO WLR IV Associates LLC and WLR Recovery Associates IV LLC have agreed that Parallel Fund will make investments on a pro rata basis in parallel with WLR Recovery Fund IV, L.P.

 

Accordingly, WL Ross & Co. LLC may be deemed to share voting and dispositive power with (i) WLR Recovery Associates IV LLC over the shares held by Fund IV AIV One; (ii) WLR Recovery Associates IV LLC over the shares held by Fund IV AIV Two; (iii) WLR Recovery Associates IV LLC over the shares held by Fund IV AIV Three; (iv) WLR Recovery Associates IV LLC over the shares held by Fund IV AIV Four; (v) WLR Recovery Associates IV LLC over the shares held by Fund IV AIV Five; (vi) WLR Recovery Associates IV LLC over the shares held by Fund IV AIV Six; (vii) WLR Select Associates LLC over the shares held by Co-Invest Fund AIV; (viii) WLR Master Co-Investment GP, LLC over the shares held by WLR/GS Fund AIV and (ix) WLR Recovery Associates IV LLC, Invesco Private Capital, Inc. and INVESCO WLR IV Associates LLC over the shares held by Parallel Fund.

 

3



 

CUSIP No.   269279402

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
WLR Recovery Fund IV XCO AIV I, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

  o

 

 

(b)

  x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)      o

 

 

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
-0- (See Item 5)

 

9

Sole Dispositive Power
-0-

 

10

Shared Dispositive Power
-0- (See Item 5)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
-0- (See Item 5)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares     o

 

 

13

Percent of Class Represented by Amount in Row (11)
-0- (See Item 5)

 

 

14

Type of Reporting Person
PN

 

4



 

CUSIP No.   269279402

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
WLR Recovery Fund IV XCO AIV II, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

  o

 

 

(b)

  x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)      o

 

 

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
-0- (See Item 5)

 

9

Sole Dispositive Power
-0-

 

10

Shared Dispositive Power
-0- (See Item 5)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
-0- (See Item 5)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares     o

 

 

13

Percent of Class Represented by Amount in Row (11)
-0- (See Item 5)

 

 

14

Type of Reporting Person
PN

 

5



 

CUSIP No.   269279402

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
WLR Recovery Fund IV XCO AIV III, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

  o

 

 

(b)

  x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)      o

 

 

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
-0- (See Item 5)

 

9

Sole Dispositive Power
-0-

 

10

Shared Dispositive Power
-0- (See Item 5)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
-0- (See Item 5)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares     o

 

 

13

Percent of Class Represented by Amount in Row (11)
-0- (See Item 5)

 

 

14

Type of Reporting Person
PN

 

6



 

CUSIP No.   269279402

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
WLR IV Exco AIV One, L.P.(1)

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

  o

 

 

(b)

  x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)      o

 

 

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
371,679 (1) (See Item 5)

 

9

Sole Dispositive Power
-0-

 

10

Shared Dispositive Power
371,679 (1) (See Item 5)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
371,679 (1) (See Item 5)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares     o

 

 

13

Percent of Class Represented by Amount in Row (11)
1.7% (See Item 5)

 

 

14

Type of Reporting Person
PN

 


(1)                  WLR IV Exco AIV One, L.P. (“ Fund IV AIV One” ) holds directly 371,679 shares of common stock of the Issuer.  WL Ross & Co. LLC is the managing member of WLR Recovery Associates IV LLC.  WLR Recovery Associates IV LLC is the general partner of Fund IV AIV One.  WL Ross & Co. LLC is the investment manager of Fund IV AIV One.

 

7



 

CUSIP No.   269279402

 

Accordingly, WL Ross & Co. LLC and WLR Recovery Associates IV LLC may be deemed to share voting and dispositive power over the shares held by Fund IV AIV One.

 

8



 

CUSIP No.   269279402

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
WLR IV Exco AIV Two, L.P.(1)

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

  o

 

 

(b)

  x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)      o

 

 

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
371,970 (1) (See Item 5)

 

9

Sole Dispositive Power
-0-

 

10

Shared Dispositive Power
371,970 (1) (See Item 5)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
371,970 (1) (See Item 5)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares     o

 

 

13

Percent of Class Represented by Amount in Row (11)
1.7% (See Item 5)

 

 

14

Type of Reporting Person
PN

 


(1)                  WLR IV Exco AIV Two, L.P. (“ Fund IV AIV Two” ) holds directly 371,970 shares of common stock of the Issuer.  WL Ross & Co. LLC is the managing member of WLR Recovery Associates IV LLC.  WLR Recovery Associates IV LLC is the general partner of Fund IV AIV Two.  WL Ross & Co. LLC is the investment manager of Fund IV AIV Two.

 

9



 

CUSIP No.   269279402

 

Accordingly, WL Ross & Co. LLC and WLR Recovery Associates IV LLC may be deemed to share voting and dispositive power over the shares held by Fund IV AIV Two.

 

10



 

CUSIP No.   269279402

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
WLR IV XCO AIV Three, L.P. (1)

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

  o

 

 

(b)

  x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)      o

 

 

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
371,765 (1) (See Item 5)

 

9

Sole Dispositive Power
-0-

 

10

Shared Dispositive Power
371,765 (1) (See Item 5)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
371,765 (1) (See Item 5)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares     o

 

 

13

Percent of Class Represented by Amount in Row (11)
1.7% (See Item 5)

 

 

14

Type of Reporting Person
PN

 


(1)                  WLR IV XCO AIV Three, L.P. (“ Fund IV AIV Three” ) holds directly 371,765 shares of common stock of the Issuer.  WL Ross & Co. LLC is the managing member of WLR Recovery Associates IV LLC.  WLR Recovery Associates IV LLC is the general partner of Fund IV AIV Three.  WL Ross & Co. LLC is the investment manager of Fund IV AIV Three.

 

11



 

CUSIP No.   269279402

 

Accordingly, WL Ross & Co. LLC and WLR Recovery Associates IV LLC may be deemed to share voting and dispositive power over the shares held by Fund IV AIV Three.

 

12



 

CUSIP No.   269279402

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
WLR IV XCO AIV Four, L.P. (1)

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

  o

 

 

(b)

  x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)      o

 

 

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
371,698 (1) (See Item 5)

 

9

Sole Dispositive Power
-0-

 

10

Shared Dispositive Power
371,698 (1) (See Item 5)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
371,698 (1) (See Item 5)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares     o

 

 

13

Percent of Class Represented by Amount in Row (11)
1.7% (See Item 5)

 

 

14

Type of Reporting Person
PN

 


(1)                  WLR IV XCO AIV Four, L.P. (“ Fund IV AIV Four” ) holds directly 371,698 shares of common stock of the Issuer.  WL Ross & Co. LLC is the managing member of WLR Recovery Associates IV LLC.  WLR Recovery Associates IV LLC is the general partner of Fund IV AIV Four.  WL Ross & Co. LLC is the investment manager of Fund IV AIV Four.

 

13



 

CUSIP No.   269279402

 

Accordingly, WL Ross & Co. LLC and WLR Recovery Associates IV LLC may be deemed to share voting and dispositive power over the shares held by Fund IV AIV Four.

 

14



 

CUSIP No.   269279402

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
WLR IV XCO AIV Five, L.P. (1)

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

  o

 

 

(b)

  x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)      o

 

 

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
371,831 (1) (See Item 5)

 

9

Sole Dispositive Power
-0-

 

10

Shared Dispositive Power
371,831 (1) (See Item 5)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
371,831 (1) (See Item 5)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares     o

 

 

13

Percent of Class Represented by Amount in Row (11)
1.7% (See Item 5)

 

 

14

Type of Reporting Person
PN

 


(1)                  WLR IV XCO AIV Five, L.P. (“ Fund IV AIV Five” ) holds directly 371,831 shares of common stock of the Issuer.  WL Ross & Co. LLC is the managing member of WLR Recovery Associates IV LLC..  WLR Recovery Associates IV LLC is the general partner of Fund IV AIV Five.  WL Ross & Co. LLC is the investment manager of Fund IV AIV Five.

 

15



 

CUSIP No.   269279402

 

Accordingly, WL Ross & Co. LLC and WLR Recovery Associates IV LLC may be deemed to share voting and dispositive power over the shares held by Fund IV AIV Five.

 

16



 

CUSIP No.   269279402

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
WLR IV XCO AIV Six, L.P. (1)

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

  o

 

 

(b)

  x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)      o

 

 

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
371,792 (1) (See Item 5)

 

9

Sole Dispositive Power
-0-

 

10

Shared Dispositive Power
371,792 (1) (See Item 5)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
371,792 (1) (See Item 5)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares     o

 

 

13

Percent of Class Represented by Amount in Row (11)
1.7% (See Item 5)

 

 

14

Type of Reporting Person
PN

 


(1)                  WLR IV XCO AIV Six, L.P. (“ Fund IV AIV Six” ) holds directly 371,792 shares of common stock of the Issuer.  WL Ross and Co. LLC is the managing member of WLR Recovery Associates IV LLC.  WLR Recovery Associates IV LLC is the general partner of Fund IV AIV Six.  WL Ross & Co. LLC is the investment manager of Fund IV AIV Six.

 

17



 

CUSIP No.   269279402

 

Accordingly, WL Ross & Co. LLC and WLR Recovery Associates IV LLC may be deemed to share voting and dispositive power over the shares held by Fund IV AIV Six.

 

18



 

CUSIP No.   269279402

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
WLR Select Co-Investment XCO AIV, L.P. (1)

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

  o

 

 

(b)

  x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)      o

 

 

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
551,245 (1) (See Item 5)

 

9

Sole Dispositive Power
-0-

 

10

Shared Dispositive Power
551,245 (1) (See Item 5)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
551,245 (1) (See Item 5)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares     o

 

 

13

Percent of Class Represented by Amount in Row (11)
2.5% (See Item 5)

 

 

14

Type of Reporting Person
PN

 


(1)                  WLR Select Co-Investment XCO AIV, L.P. (“ Co-Invest Fund AIV” ) holds directly 551,245 shares of common stock of the Issuer.  WL Ross & Co. LLC is the managing member of WLR Select Associates LLC.  WLR Select Associates LLC is the general partner of Co-Invest Fund AIV.  WL Ross & Co. LLC is the investment manager of Co-Invest Fund AIV.

 

19



 

CUSIP No.   269279402

 

Accordingly, WL Ross & Co. LLC and WLR Select Associates LLC may be deemed to share voting and dispositive power over the shares held by Co-Invest Fund AIV.

 

20



 

CUSIP No.   269279402

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
WLR/GS Master Co-Investment XCO AIV, L.P. (1)

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

  o

 

 

(b)

  x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)      o

 

 

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
204,454 (1) (See Item 5)

 

9

Sole Dispositive Power
-0-

 

10

Shared Dispositive Power
204,454 (1) (See Item 5)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
204,454 (1) (See Item 5)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares     o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.9% (See Item 5)

 

 

14

Type of Reporting Person
PN

 


(1)                  WLR/GS Master Co-Investment XCO AIV, L.P. (“ WLR/GS Fund AIV” ) holds directly 204,454 shares of common stock of the Issuer.  WL Ross & Co. LLC is the managing member of WLR Master Co-Investment GP, LLC.  WLR Master Co-Investment GP, LLC is the general partner of WLR/GS Fund AIV.  WL Ross & Co. LLC is the investment manager of WLR/GS Fund AIV.

 

21



 

CUSIP No.   269279402

 

Accordingly, WL Ross & Co. LLC and WLR Master Co-Investment GP, LLC may be deemed to share voting and dispositive power over the shares held by WLR/GS Fund AIV.

 

22



 

CUSIP No.   269279402

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
WLR IV Parallel ESC, L.P. (1)

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

  o

 

 

(b)

  x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)      o

 

 

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
8,501 (1) (See Item 5)

 

9

Sole Dispositive Power
-0-

 

10

Shared Dispositive Power
8,501 (1) (See Item 5)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
8,501 (1) (See Item 5)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares     o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.04% (See Item 5)

 

 

14

Type of Reporting Person
PN

 


(1)                  WLR IV Parallel ESC, L.P. (“ Parallel Fund” ) holds directly 8,501 shares of common stock of the Issuer.  WL Ross & Co. LLC is the managing member of WLR Recovery Associates IV LLC.  WLR Recovery Associates IV LLC is the general partner of WLR IV Exco AIV One, L.P. (“ Fund IV AIV One ”), WLR IV Exco AIV Two, L.P. (“ Fund IV AIV Two ”), WLR IV Exco AIV Three, L.P. (“ Fund IV AIV Three ”), WLR IV Exco AIV Four, L.P. (“ Fund IV AIV Four ”), WLR IV Exco AIV Five, L.P. (“ Fund IV AIV Five ”) and WLR IV Exco AIV Six, L.P. (“ Fund IV AIV Six ”). WL Ross & Co. LLC is the investment manager of Fund IV AIV One, Fund IV AIV Two, Fund IV AIV Three, Fund IV AIV Four, Fund IV AIV Five, Fund IV AIV Six  and Parallel

 

23



 

CUSIP No.   269279402

 

Fund.  Invesco Private Capital, Inc. is the managing member of INVESCO WLR IV Associates LLC, which is in turn the general partner of Parallel Fund.  INVESCO WLR IV Associates LLC and WLR Recovery Associates IV LLC have agreed that Parallel Fund will make investments on a pro rata basis in parallel with WLR Recovery Fund IV, L.P..

 

Accordingly, WL Ross & Co. LLC, WLR Recovery Associates IV LLC, Invesco Private Capital, Inc. and INVESCO WLR IV Associates LLC may be deemed to share voting and dispositive power over the shares held by Parallel Fund.

 

24



 

CUSIP No.   269279402

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Invesco Private Capital, Inc. (1)

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

  o

 

 

(b)

  x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)      o

 

 

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
8,501 (1) (See Item 5)

 

9

Sole Dispositive Power
-0-

 

10

Shared Dispositive Power
8,501 (1) (See Item 5)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
8,501 (1) (See Item 5)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares     o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.04% (See Item 5)

 

 

14

Type of Reporting Person
CO

 


(1)                  WLR IV Parallel ESC, L.P. (“ Parallel Fund” ) holds directly 8,501 shares of common stock of the Issuer.  WL Ross & Co. LLC is the managing member of WLR Recovery Associates IV LLC.  WLR Recovery Associates IV LLC is the general partner of WLR IV Exco AIV One, L.P. (“ Fund IV AIV One ”), WLR IV Exco AIV Two, L.P. (“ Fund IV AIV Two ”), WLR IV Exco AIV Three, L.P. (“ Fund IV AIV Three ”), WLR IV Exco AIV Four, L.P. (“ Fund IV AIV Four ”), WLR IV Exco AIV Five, L.P. (“ Fund IV AIV Five ”) and WLR IV Exco AIV Six, L.P. (“ Fund IV AIV Six ”). WL Ross & Co. LLC is the investment manager of Fund IV AIV One, Fund IV AIV Two, Fund IV AIV Three, Fund IV AIV Four, Fund IV AIV Five, Fund IV AIV Six  and Parallel

 

25



 

CUSIP No.   269279402

 

Fund. Invesco Private Capital, Inc. is the managing member of INVESCO WLR IV Associates LLC, which is in turn the general partner of Parallel Fund.  INVESCO WLR IV Associates LLC and WLR Recovery Associates IV LLC have agreed that Parallel Fund will make investments on a pro rata basis in parallel with WLR Recovery Fund IV, L.P..

 

Accordingly, WL Ross & Co. LLC, WLR Recovery Associates IV LLC, Invesco Private Capital, Inc. and INVESCO WLR IV Associates LLC may be deemed to share voting and dispositive power over the shares held by Parallel Fund.

 

26



 

CUSIP No.   269279402

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
INVESCO WLR IV Associates LLC (1)

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

  o

 

 

(b)

  x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)      o

 

 

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
8,501 (1) (See Item 5)

 

9

Sole Dispositive Power
-0-

 

10

Shared Dispositive Power
8,501 (1) (See Item 5)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
8,501 (1) (See Item 5)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares     o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.04% (See Item 5)

 

 

14

Type of Reporting Person
OO

 


(1)                  WLR IV Parallel ESC, L.P. (“ Parallel Fund ”) holds directly 8,501 shares of common stock of the Issuer.  WL Ross & Co. LLC is the managing member of WLR Recovery Associates IV LLC.  WLR Recovery Associates IV LLC is the general partner of WLR IV Exco AIV One, L.P. (“ Fund IV AIV One ”), WLR IV Exco AIV Two, L.P. (“ Fund IV AIV Two ”), WLR IV Exco AIV Three, L.P. (“ Fund IV AIV Three ”), WLR IV Exco AIV Four, L.P. (“ Fund IV AIV Four ”), WLR IV Exco AIV Five, L.P. (“ Fund IV AIV Five ”) and WLR IV Exco AIV Six, L.P. (“ Fund IV AIV Six ”).  WL Ross & Co. LLC is the investment manager of Fund IV AIV One, Fund IV AIV Two, Fund IV AIV Three, Fund IV AIV Four, Fund IV AIV Five, Fund IV AIV Six  and

 

27



 

CUSIP No.   269279402

 

Parallel Fund.  Invesco Private Capital, Inc. is the managing member of INVESCO WLR IV Associates LLC, which is in turn the general partner of Parallel Fund.  INVESCO WLR IV Associates LLC and WLR Recovery Associates IV LLC have agreed that Parallel Fund will make investments on a pro rata basis in parallel with WLR Recovery Fund IV, L.P..

 

Accordingly, WL Ross & Co. LLC, WLR Recovery Associates IV LLC, Invesco Private Capital, Inc. and INVESCO WLR IV Associates LLC may be deemed to share voting and dispositive power over the shares held by Parallel Fund.

 

28



 

CUSIP No.   269279402

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
WLR Master Co-Investment GP, LLC (1)

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

  o

 

 

(b)

  x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)      o

 

 

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
204,454 (1) (See Item 5)

 

9

Sole Dispositive Power
-0-

 

10

Shared Dispositive Power
204,454 (1) (See Item 5)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
204,454 (1) (See Item 5)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares     o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.9% (See Item 5)

 

 

14

Type of Reporting Person
OO

 


(1)                  WLR/GS Master Co-Investment XCO AIV, L.P. (“ WLR/GS Fund AIV ”) holds directly 204,454 shares of common stock of the Issuer.  WL Ross & Co. LLC is the managing member of WLR Master Co-Investment GP, LLC.  WLR Master Co-Investment GP, LLC is the general partner of WLR/GS Fund AIV.  WL Ross & Co. LLC is the investment manager of WLR/GS Fund AIV.

 

29



 

CUSIP No.   269279402

 

Accordingly, WLR Master Co-Investment GP, LLC may be deemed to share voting and dispositive power with WL Ross & Co. LLC over the shares held by WLR/GS Fund AIV.

 

30



 

CUSIP No.   269279402

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
WLR Select Associates LLC (1)

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

  o

 

 

(b)

  x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)      o

 

 

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
551,245 (1) (See Item 5)

 

9

Sole Dispositive Power
-0-

 

10

Shared Dispositive Power
551,245 (1) (See Item 5)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
551,245 (1) (See Item 5)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares     o

 

 

13

Percent of Class Represented by Amount in Row (11)
2.5% (See Item 5)

 

 

14

Type of Reporting Person
OO

 


(1)                  WLR Select Co-Investment XCO AIV, L.P. (“ Co-Invest Fund AIV” ) holds directly 551,245 shares of common stock of the Issuer.  WL Ross & Co. LLC is the managing member of WLR Select Associates LLC.  WLR Select Associates LLC is the general partner of Co-Invest Fund AIV.  WL Ross & Co. LLC is the investment manager of Co-Invest Fund AIV.

 

31



 

CUSIP No.   269279402

 

Accordingly, WLR Select Associates LLC may be deemed to share voting and dispositive power with WL Ross & Co. LLC over the shares held by Co-Invest Fund AIV.

 

32



 

CUSIP No.   269279402

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
WLR Recovery Associates IV LLC (1)

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

  o

 

 

(b)

  x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)      o

 

 

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
2,239,236 (1) (See Item 5)

 

9

Sole Dispositive Power
-0-

 

10

Shared Dispositive Power
2,239,236 (1) (See Item 5)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,239,236 (1) (See Item 5)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares     o

 

 

13

Percent of Class Represented by Amount in Row (11)
10.4% (See Item 5)

 

 

14

Type of Reporting Person
OO

 


(1)                  WLR IV Exco AIV One, L.P. (“ Fund IV AIV One” ) holds directly 371,679 shares of common stock of the Issuer, WLR IV Exco AIV Two, L.P. (“ Fund IV AIV Two” ) holds directly 371,970 shares of common stock of the Issuer, WLR IV Exco AIV Three, L.P. (“ Fund IV AIV Three” ) holds directly 371,765 shares of common stock of the Issuer, WLR IV Exco AIV Four, L.P. (“ Fund IV AIV Four” ) holds directly 371,698 shares of common stock of the Issuer, WLR IV Exco AIV Five, L.P. (“ Fund IV AIV Five” ) holds directly 371,831 shares of common stock of the Issuer and WLR IV Exco AIV Six, L.P. (“ Fund IV AIV Six” ) holds directly 371,792 shares of common stock of the Issuer.  WL Ross & Co. LLC is the managing member of WLR

 

33



 

CUSIP No.   269279402

 

Recovery Associates IV LLC.  WLR Recovery Associates IV LLC is the general partner of Fund IV AIV One, Fund IV AIV Two, Fund IV AIV Three, Fund IV AIV Four, Fund IV AIV Five and Fund IV AIV Six.  WL Ross & Co. LLC is the investment manager of Fund IV AIV One, Fund IV AIV Two, Fund IV AIV Three, Fund IV AIV Four, Fund IV AIV Five, Fund IV AIV Six  and Parallel Fund. Invesco Private Capital, Inc. is the managing member of INVESCO WLR IV Associates LLC, which is in turn the general partner of WLR IV Parallel ESC, L.P. (“ Parallel Fund ”), which holds directly 8,501 shares of common stock of the Issuer.  INVESCO WLR IV Associates LLC and WLR Recovery Associates IV LLC have agreed that Parallel Fund will make investments on a pro rata basis in parallel with WLR Recovery Fund IV, L.P.

 

Accordingly, WLR Recovery Associates IV LLC may be deemed to share voting and dispositive power with (i) WL Ross & Co. LLC over the shares held by Fund IV AIV One; (ii) WL Ross & Co. LLC over the shares held by Fund IV AIV Two; (iii) WL Ross & Co. LLC over the shares held by Fund IV AIV Three; (iv) WL Ross & Co. LLC over the shares held by Fund IV AIV Four; (v) WL Ross & Co. LLC over the shares held by Fund IV AIV Five; (vi) WL Ross & Co. LLC over the shares held by Fund IV AIV Six; and (vii) WL Ross & Co. LLC, Invesco Private Capital, Inc. and INVESCO WLR IV Associates LLC over the shares held by Parallel Fund.

 

34



 

Item 1.  Security and Issuer

 

This Amendment No. 12 (this “Amendment No. 12”) amends the Statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on December 10, 2010, as amended by Amendment No. 1 (“Amendment No. 1”) to the Statement on Schedule 13D filed with the SEC on January 25, 2011, Amendment No. 2 (“Amendment No. 2”) to the Statement on Schedule 13D filed with the SEC on January 27, 2011, Amendment No. 3 (“Amendment No. 3”) to the Statement on Schedule 13D filed with the SEC on February 4, 2011, Amendment No. 4 (“Amendment No. 4”) to the Statement on Schedule 13D filed with the SEC on July 28, 2011, Amendment No. 5 (“Amendment No. 5”) to the Statement on Schedule 13D filed with the SEC on August 8, 2011, Amendment No. 6 (“Amendment No. 6”) to the Statement on Schedule 13D filed with the SEC on August 31, 2011, Amendment No. 7 (“Amendment No. 7”) to the Statement on Schedule 13D filed with the SEC on February 7, 2012, Amendment No. 8 (“Amendment No. 8”) to the Statement on Schedule 13D filed with the SEC on March 5, 2012, Amendment No. 9 (“Amendment No. 9”) to the Statement on Schedule 13D filed with the SEC on November 25, 2013, Amendment No. 10 (“Amendment No. 10”) to the Statement on Schedule 13D filed with the SEC on December 17, 2013 and Amendment No. 11 (“Amendment No. 11”) to the Statement on Schedule 13D filed with the SEC on January 17, 2014 (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, Amendment No. 10, Amendment No. 11 and this Amendment No. 12, the “Schedule 13D”), and relates to the common stock, par value $0.001 per share (the “Common Stock”), of EXCO Resources, Inc., a Texas corporation (the “Issuer”).  The Issuer’s principal executive offices are located at 12377 Merit Drive, Suite 1700, LB 82, Dallas, TX 75251.

 

Except as specifically provided herein, this Amendment No. 12 does not modify any of the information previously reported on the Schedule 13D.  Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Schedule 13D.

 

Item 2.  Identity and Background

 

Item 2 of the Schedule 13D is hereby amended by deleting the first sentence thereof and replacing it with the following:

 

The names of the persons filing this Schedule 13D (collectively, the “Reporting Persons”) are:

 

·                   WL Ross & Co. LLC, the investment manager of Fund IV AIV I, Fund IV AIV II, Fund IV AIV III, Fund IV AIV One, Fund IV AIV Two, Fund IV AIV Three, Fund IV AIV Four, Fund IV AIV Five, Fund IV AIV Six, Co-Invest Fund AIV, WLR/GS Fund AIV and Parallel Fund (each as defined below).

 

·                   WLR Recovery Fund IV XCO AIV I, L.P., an alternative investment vehicle for WLR Recovery Fund IV, L.P. (“Fund IV”) (“Fund IV AIV I”).

 

·                   WLR Recovery Fund IV XCO AIV II, L.P., an alternative investment vehicle for Fund IV (“Fund IV AIV II”).

 

·                   WLR Recovery Fund IV XCO AIV III, L.P., an alternative investment vehicle for Fund IV (“Fund IV AIV III”).

 

·                   WLR IV Exco AIV One, L.P., an alternative investment vehicle for Fund IV (“Fund IV AIV One”).

 

·                   WLR IV Exco AIV Two, L.P., an alternative investment vehicle for Fund IV (“Fund IV AIV Two”).

 

·                   WLR IV Exco AIV Three, L.P., an alternative investment vehicle for Fund IV (“Fund IV AIV Three”).

 

·                   WLR IV Exco AIV Four, L.P., an alternative investment vehicle for Fund IV (“Fund IV AIV Four”).

 

·                   WLR IV Exco AIV Five, L.P., an alternative investment vehicle for Fund IV (“Fund IV AIV Five”).

 

·                   WLR IV Exco AIV Six, L.P., an alternative investment vehicle for Fund IV (“Fund IV AIV Six”).

 

35



 

·                   WLR Select Co-Investment XCO AIV, L.P., an alternative investment vehicle for WLR Select Co-Investment, L.P. (“Co-Invest Fund AIV”).

 

·                   WLR/GS Master Co-Investment XCO AIV, L.P., an alternative investment vehicle for WLR/GS Master Co-Investment L.P. (“WLR/GS Fund AIV”).

 

·                   WLR IV Parallel ESC, L.P. (“Parallel Fund”).

 

·                   Invesco Private Capital, Inc., the managing member of INVESCO WLR IV Associates LLC.

 

·                   INVESCO WLR IV Associates LLC, the general partner of Parallel Fund.

 

·                   WLR Master Co-Investment GP, LLC, the general partner of WLR/GS Fund AIV.

 

·                   WLR Select Associates LLC, the general partner of Co-Invest Fund AIV.

 

·                   WLR Recovery Associates IV LLC, the general partner of Fund IV AIV I, Fund IV AIV II and Fund IV AIV III.

 

Item 3. Source and Amount of Funds or Other Consideration

 

Item 3 of the Schedule 13D is hereby amended to add the following:

 

As set forth in the attached Schedule I, from December 22, 2017 through December 27, 2017, the Reporting Persons sold 412,011 shares of Common Stock for an aggregate sale price of $17,637.

 

Item 4.  Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby amended to add the following:

 

On December 22, 2017, each of Fund IV AIV One, Fund IV AIV Two, Fund IV AIV Three, Fund IV AIV Four, Fund IV AIV Five,  Fund IV AIV Six, Co-Invest Fund AIV, WLR/GS Fund AIV and Parallel Fund filed a Form 144 with the SEC disclosing the intent to sell up to the maximum number of 1,500,000 shares of Common Stock, in the aggregate, allowable under the volume restrictions of Rule 144(e) under the Securities Act of 1933, as amended, and, as of the close of business on December 27, 2017, the Reporting Persons disposed of 412,011 shares of Common Stock.  Depending on market and other factors, the Reporting Persons intend to dispose of additional securities of in open market transactions or otherwise.

 

36



 

Except as set forth in this Schedule 13D, none of the Reporting Persons, nor, to the best of their knowledge, any of the other persons identified in response to Item 2, presently has any additional plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.  Notwithstanding anything contained herein, the Reporting Persons specifically reserve the right to change their intentions with respect to any or all of the matters referred to in this Schedule 13D.

 

Item 5.                  Interest in Securities of the Issuer

 

Items 5(a), (b), (c) and (e) of the Schedule 13D are hereby amended and restated as follows:

 

(a) – (b) As of the close of business on December 27, 2017, the Reporting Persons beneficially own, in the aggregate, a total of 2,994,935 shares of Common Stock, which represent approximately 13.8% of the Issuer’s outstanding Common Stock.  Fund IV AIV One holds directly 371,679 shares of Common Stock, representing approximately 1.7% of the outstanding shares of Common Stock, Fund IV AIV Two holds directly 371,970 shares of Common Stock, representing approximately 1.7% of the outstanding shares of Common Stock, Fund IV AIV Three holds directly 371,765 shares of Common Stock, representing approximately 1.7% of the outstanding shares of Common Stock, Fund IV AIV Four holds directly 371,698 shares of Common Stock, representing approximately 1.7% of the outstanding shares of Common Stock, Fund IV AIV Five holds directly 371,831 shares of Common Stock, representing approximately 1.7% of the outstanding shares of Common Stock, Fund IV AIV Six holds directly 371,792 shares of Common Stock, representing approximately 1.7% of the outstanding shares of Common Stock, Co-Invest Fund AIV holds directly 551,245 shares of Common Stock, representing approximately 2.5% of the outstanding shares of Common Stock, WLR/GS Fund AIV holds directly 204,454 shares of Common Stock, representing approximately 0.9% of the outstanding shares of Common Stock and Parallel Fund holds directly 8,501 shares of Common Stock, representing approximately 0.04% of the outstanding shares of Common Stock.  As of the close of business on December 27, 2017, the number of shares of Common Stock as to which each of the Reporting Persons has or shares voting or dispositive authority is set forth in rows 7 through 10 of each of the inside cover pages to this Schedule 13D relating to each such Reporting Person (which are incorporated by reference into this Item 5). All percentages set forth in this paragraph are based on 21,630,873 shares of Common Stock outstanding as of November 3, 2017, as set forth in the Issuer’s Report on Form 10-Q filed on November 7, 2017.

 

Except for Fund IV AIV One, Fund IV AIV Two, Fund IV AIV Three, Fund IV AIV Four, Fund IV AIV Five,  Fund IV AIV Six, Co-Invest Fund AIV, WLR/GS Fund AIV, Parallel Fund (in each case, solely with respect to the securities directly held by each such Reporting Person), each of the Reporting Persons disclaims beneficial ownership of the securities referred to in this Schedule 13D, and the filing of this Schedule 13D should not be construed as an admission that any of the Reporting Persons is, for the purpose of Schedule 13D or 13G of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this statement. Fund IV AIV One, Fund IV AIV Two, Fund IV AIV Three, Fund IV AIV Four, Fund IV AIV Five,  Fund IV AIV Six, Co-Invest Fund AIV, WLR/GS Fund AIV and Parallel Fund each disclaim beneficial ownership of the shares held directly by the other.

 

(c) No Reporting Person has effected any transaction in shares of Common Stock since Amendment No. 11, except as set forth in the attached Schedule I.

 

(e) Effective as of February 27, 2017, Wilbur L. Ross, Jr., W.L. Ross Group, L.P. and El Vedado, LLC ceased to be beneficial owners of any shares of Common Stock of the Issuer.

 

37



 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated:  December 28, 2017

 

 

 

 

WL ROSS & CO. LLC

 

 

 

 

 

 

By:

/s/ Benjamin Gruder, authorized person

 

 

 

Benjamin Gruder, authorized person

 

 

 

 

 

[ Signature Page to Schedule 13D Amendment 12 ]

 

38



 

 

 

WLR RECOVERY FUND IV XCO AIV I, L.P.

 

 

 

 

 

 

By:

WLR Recovery Associates IV LLC,

 

 

 

its General Partner

 

 

 

 

 

 

By:

WL Ross & Co. LLC,

 

 

 

its Managing Member

 

 

 

 

 

 

By:

/s/ Benjamin Gruder, authorized person

 

 

 

Benjamin Gruder, authorized person

 

 

 

 

WLR RECOVERY FUND IV XCO AIV II, L.P.

 

 

 

 

 

 

By:

WLR Recovery Associates IV LLC,

 

 

 

its General Partner

 

 

 

 

 

 

By:

WL Ross & Co. LLC,

 

 

 

its Managing Member

 

 

 

 

 

 

By:

/s/ Benjamin Gruder, authorized person

 

 

 

Benjamin Gruder, authorized person

 

 

 

 

WLR RECOVERY FUND IV XCO AIV III, L.P.

 

 

 

 

 

 

By:

WLR Recovery Associates IV LLC,

 

 

 

its General Partner

 

 

 

 

 

 

By:

WL Ross & Co. LLC,

 

 

 

its Managing Member

 

 

 

 

 

 

By:

/s/ Benjamin Gruder, authorized person

 

 

 

Benjamin Gruder, authorized person

 

[ Signature Page to Schedule 13D Amendment 12 ]

 

39



 

 

 

WLR IV XCO AIV ONE, L.P.

 

 

 

 

 

 

By:

WLR Recovery Associates IV LLC,

 

 

 

its General Partner

 

 

 

 

 

 

By:

WL Ross & Co. LLC,

 

 

 

its Managing Member

 

 

 

 

 

 

By:

/s/ Benjamin Gruder, authorized person

 

 

 

Benjamin Gruder, authorized person

 

 

 

 

WLR IV XCO AIV TWO, L.P.

 

 

 

 

 

 

By:

WLR Recovery Associates IV LLC,

 

 

 

its General Partner

 

 

 

 

 

 

By:

WL Ross & Co. LLC,

 

 

 

its Managing Member

 

 

 

 

 

 

By:

/s/ Benjamin Gruder, authorized person

 

 

 

Benjamin Gruder, authorized person

 

 

 

 

WLR IV XCO AIV THREE, L.P.

 

 

 

 

 

 

By:

WLR Recovery Associates IV LLC,

 

 

 

its General Partner

 

 

 

 

 

 

By:

WL Ross & Co. LLC,

 

 

 

its Managing Member

 

 

 

 

 

 

By:

/s/ Benjamin Gruder, authorized person

 

 

 

Benjamin Gruder, authorized person

 

[ Signature Page to Schedule 13D Amendment 12 ]

 

40



 

 

 

WLR IV XCO AIV FOUR, L.P.

 

 

 

 

 

 

By:

WLR Recovery Associates IV LLC,

 

 

 

its General Partner

 

 

 

 

 

 

By:

WL Ross & Co. LLC,

 

 

 

its Managing Member

 

 

 

 

 

 

By:

/s/ Benjamin Gruder, authorized person

 

 

 

Benjamin Gruder, authorized person

 

 

 

 

WLR IV XCO AIV FIVE, L.P.

 

 

 

 

 

 

By:

WLR Recovery Associates IV LLC,

 

 

 

its General Partner

 

 

 

 

 

 

By:

WL Ross & Co. LLC,

 

 

 

its Managing Member

 

 

 

 

 

 

By:

/s/ Benjamin Gruder, authorized person

 

 

 

Benjamin Gruder, authorized person

 

 

 

 

WLR IV XCO AIV SIX, L.P.

 

 

 

 

 

 

By:

WLR Recovery Associates IV LLC,

 

 

 

its General Partner

 

 

 

 

 

 

By:

WL Ross & Co. LLC,

 

 

 

its Managing Member

 

 

 

 

 

 

By:

/s/ Benjamin Gruder, authorized person

 

 

 

Benjamin Gruder, authorized person

 

[ Signature Page to Schedule 13D Amendment 12 ]

 

41



 

 

 

WLR SELECT CO-INVESTMENT XCO AIV, L.P.

 

 

 

 

 

 

By:

WLR Select Associates LLC,

 

 

 

its General Partner

 

 

 

 

 

 

By:

WL Ross & Co. LLC,

 

 

 

its Managing Member

 

 

 

 

 

 

By:

/s/ Benjamin Gruder, authorized person

 

 

 

Benjamin Gruder, authorized person

 

 

 

 

WLR/GS MASTER CO-INVESTMENT XCO AIV, L.P.

 

 

 

 

 

 

By:

WLR Master Co-Investment GP, LLC,

 

 

 

its General Partner

 

 

 

 

 

 

By:

WL Ross & Co. LLC,

 

 

 

its Managing Member

 

 

 

 

 

 

By:

/s/ Benjamin Gruder, authorized person

 

 

 

Benjamin Gruder, authorized person

 

 

 

 

WLR IV PARALLEL ESC, L.P.

 

 

 

 

 

 

By:

INVESCO WLR IV ASSOCIATES LLC,

 

 

 

its General Partner

 

 

 

 

 

 

By:

INVESCO Private Capital, Inc.,

 

 

 

its Managing Member

 

 

 

 

 

 

By:

/s/ Benjamin Gruder, authorized person

 

 

 

Benjamin Gruder, authorized person

 

[ Signature Page to Schedule 13D Amendment 12 ]

 

42



 

 

 

WLR RECOVERY ASSOCIATES IV LLC

 

 

 

 

 

 

By:

WL Ross & Co. LLC,

 

 

 

its Managing Member

 

 

 

 

 

 

By:

/s/ Benjamin Gruder, authorized person

 

 

 

Benjamin Gruder, authorized person

 

 

 

 

WLR SELECT ASSOCIATES LLC

 

 

 

 

 

 

By:

WL Ross & Co. LLC,

 

 

 

its Managing Member

 

 

 

 

 

 

By:

/s/ Benjamin Gruder, authorized person

 

 

 

Benjamin Gruder, authorized person

 

 

 

 

WLR MASTER CO-INVESTMENT GP, LLC

 

 

 

 

 

 

By:

WL Ross & Co. LLC,

 

 

 

its Managing Member

 

 

 

 

 

 

By:

/s/ Benjamin Gruder, authorized person

 

 

 

Benjamin Gruder, authorized person

 

[ Signature Page to Schedule 13D Amendment 12 ]

 

43



 

 

 

INVESCO PRIVATE CAPITAL, INC.

 

 

 

 

 

 

By:

/s/ Benjamin Gruder, authorized person

 

 

 

Benjamin Gruder, authorized person

 

 

 

 

INVESCO WLR IV ASSOCIATES LLC

 

 

 

 

 

 

By:

INVESCO Private Capital, Inc.,

 

 

 

its Managing Member

 

 

 

 

 

 

By:

/s/ Benjamin Gruder, authorized person

 

 

 

Benjamin Gruder, authorized person

 

[ Signature Page to Schedule 13D Amendment 12 ]

 

44



 

Schedule I

 

Transactions in Shares of Common Stock by Reporting Persons

 

Reporting Person

 

Date

 

Transaction

 

Number of Shares
of Common Stock

 

Price Per Share

Fund IV AIV One

 

12/22/2017

 

Open Market Sale

 

2,732

 

$

0.62

Fund IV AIV Two

 

12/22/2017

 

Open Market Sale

 

2,734

 

$

0.62

Fund IV AIV Three

 

12/22/2017

 

Open Market Sale

 

2,732

 

$

0.62

Fund IV AIV Four

 

12/22/2017

 

Open Market Sale

 

2,732

 

$

0.62

Fund IV AIV Five

 

12/22/2017

 

Open Market Sale

 

2,733

 

$

0.62

Fund IV AIV Six

 

12/22/2017

 

Open Market Sale

 

2,732

 

$

0.62

Co-Invest Fund AIV

 

12/22/2017

 

Open Market Sale

 

4,051

 

$

0.62

WLR/GS Fund AIV

 

12/22/2017

 

Open Market Sale

 

1,503

 

$

0.62

Parallel Fund

 

12/22/2017

 

Open Market Sale

 

62

 

$

0.62

Fund IV AIV One

 

12/27/2017

 

Over-the-counter Sale

 

48,400

 

$

0.01

Fund IV AIV Two

 

12/27/2017

 

Over-the-counter Sale

 

48,438

 

$

0.01

Fund IV AIV Three

 

12/27/2017

 

Over-the-counter Sale

 

48,411

 

$

0.01

Fund IV AIV Four

 

12/27/2017

 

Over-the-counter Sale

 

48,403

 

$

0.01

Fund IV AIV Five

 

12/27/2017

 

Over-the-counter Sale

 

48,420

 

$

0.01

Fund IV AIV Six

 

12/27/2017

 

Over-the-counter Sale

 

48,415

 

$

0.01

Co-Invest Fund AIV

 

12/27/2017

 

Over-the-counter Sale

 

71,782

 

$

0.01

WLR/GS Fund AIV

 

12/27/2017

 

Over-the-counter Sale

 

26,624

 

$

0.01

Parallel Fund

 

12/27/2017

 

Over-the-counter Sale

 

1,107

 

$

0.01

 

45