Item 1.
Security and Issuer.
This Amendment No.2 (this “Amendment”) to Schedule 13D relates to shares of common stock (the “Shares”) of Euronav MI II Inc. (formerly known as Gener8 Maritime, Inc.), a Marshall Islands corporation (the “Issuer”). The Issuer’s principal executive offices are located at 399 Park Avenue, Second Floor, New York, New York 10171.
Item 4.
Purpose of Transaction.
The disclosure in Item 4 is hereby amended to include the following:
On June 12, 2018, the Issuer, Euronav NV, a Belgian corporation (“Euronav”) and Euronav MI Inc., a Marshall Islands corporation and a wholly-owned subsidiary of Euronav (“Merger Sub”) completed the merger (the “Merger”) contemplated by the Agreement and Plan of Merger by and among the Issuer, Euronav and Merger Sub, dated as of December 20, 2017 (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of Euronav.
Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Merger Date”), each Share issued and outstanding immediately prior to the Merger (other than Shares owned by (i) the Issuer or its subsidiaries or (ii) Euronav, Merger Sub or their respective subsidiaries) was canceled and automatically converted into the right to receive 0.7272 of an ordinary share, no par value per share, of Euronav. Immediately following the Merger, pre-merger shareholders of Euronav owned approximately 72% of the combined company, and former Issuer shareholders owned approximately 28% of the combined company. As a result of the Merger, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares as of the Merger Date.
The summary of the Merger Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the text of such agreement, a copy of which is being filed as Exhibit 99.7 hereto and is incorporated herein by reference.
Item 5.
Interest in Securities of the Issuer.
The disclosure in Item 5(a) is hereby amended and restated as follows:
(a) The aggregate number of Shares to which this Amendment relates is 869,936. Such aggregate number of Shares represents 1% of the common stock of the Issuer. The percentage reported in this Amendment is calculated based upon 83,267,426 Shares reported to be outstanding as of May 4, 2018 in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission May 9, 2018.
The disclosure in Item 5(b) is hereby amended and restated as follows:
(b) Marc Lasry shares the power to vote or to direct the vote and share the power to dispose or to direct the disposition of 869,936 Shares held by certain private funds managed by Avenue Capital Management and Avenue Europe International Management, L.P., a Delaware limited partnership (“Avenue Europe International”). Avenue Capital Management II GenPar, LLC, a Delaware limited liability company, is the general partner of Avenue Capital Management. Avenue Europe International Management GenPar, LLC, a Delaware limited liability company, is the general partner of Avenue Europe International. The principal business address of Avenue Europe International and Avenue Europe International Management GenPar, LLC is 399 Park Avenue, 6th Floor, New York, NY 10022. During the last five years, neither Avenue Europe International or Avenue Europe International Management GenPar, LLC have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, neither Avenue Europe International or Avenue Europe International Management GenPar, LLC have 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 judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or findings any violation with respect to such laws.
5
The disclosure in Item 5(c) is hereby amended and restated as follows:
(c) In addition to the transaction described in Item 4 above, during the last 60 days, Avenue Capital Management and Avenue Europe International sold 3,284,416 Shares on behalf of certain of the Funds on June 28, 2018 at $9 per Share in off-exchange transactions.
The disclosure in Item 5(e) is hereby amended and restated as follows:
(e) Each of the Reporting Persons ceased to be the beneficial owner of more than 5% of the Shares on the Merger Date.
Item 7.
Material to be Filed as Exhibits.
Item 7 is hereby amended by adding the following:
Exhibit 99.5 Joint Filing Agreement by and among the Reporting Persons dated July 31, 2018.
Exhibit 99.7 Agreement and Plan of Merger, dated as of December 20, 2017, among the Issuer, Euronav and Merger Sub (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer on December 22, 2017).
6