Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| Item 2(a) | Name of Person Filing: |
| | |
| | This Amendment No. 3 to Schedule 13G (“Amendment No. 3”) is being jointly filed by and on behalf of each of MSD Partners, L.P.("MSD Partners") and MSD Credit Opportunity Master Fund, L.P. (collectively, the "Reporting Persons"). MSD Credit Opportunity Master Fund, L.P. is the direct owner of the securities covered by this statement. MSD Partners is the investment manager of, and may be deemed to beneficially own securities beneficially owned by MSD Credit Opportunity Master Fund, L.P. MSD Partners (GP), LLC ("MSD GP") is the general partner of, and may be deemed to beneficially own securities beneficially owned by, MSD Partners. Each of John Phelan, Marc R. Lisker and Brendan Rogers is a manager of, and may be deemed to beneficially own securities beneficially owned by, MSD GP.
The Reporting Persons have entered into a Joint Filing Agreement, dated February 12, 2021, a copy of which is filed with this Amendment No. 3 as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. Neither the filing of this statement nor anything herein shall be construed as an admission that any person other than the Reporting Persons is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement. |
| Item 4 | Ownership:
|
| | A. | MSD Partners, L.P. |
| | | (a) | Amount beneficially owned: 3,516,652 Percent of class: 8.9% Number of shares as to which such person has: |
| | | (b) |
| | | (c) |
| | | | (i) | Sole power to vote or direct the vote: -0- |
| | | | (ii) | Shared power to vote or direct the vote: 3,516,652 |
| | | | (iii) | Sole power to dispose or direct the disposition: -0- |
| | | | (iv) | Shared power to dispose or direct the disposition: 3,516,652
|
| | B. | MSD Credit Opportunity Master Fund, L.P. |
| | | (a) | Amount beneficially owned: 3,516,652 Percent of class: 8.9% Number of shares as to which such person has: |
| | | (b) |
| | | (c) |
| | | | (i) | Sole power to vote or direct the vote: -0- |
| | | | (ii) | Shared power to vote or direct the vote: 3,516,652 |
| | | | (iii) | Sole power to dispose or direct the disposition: -0- |
| | | | (iv) | Shared power to dispose or direct the disposition: 3,516,652
|
| | C. | |
| | | (a) | Amount beneficially owned: 3,516,652 Percent of class: 8.9% Number of shares as to which such person has: |
| | | (b) |
| | | (c) |
| | | | (i) | Sole power to vote or direct the vote: -0- |
| | | | (ii) | Shared power to vote or direct the vote: 3,516,652 |
| | | | (iii) | Sole power to dispose or direct the disposition: -0- |
| | | | (iv) | Shared power to dispose or direct the disposition: 3,516,652
|
| | D. | |
| | | (a) | Amount beneficially owned: 3,516,652 Percent of class: 8.9% Number of shares as to which such person has: |
| | | (b) |
| | | (c) |
| | | | (i) | Sole power to vote or direct the vote: -0- |
| | | | (ii) | Shared power to vote or direct the vote: 3,516,652 |
| | | | (iii) | Sole power to dispose or direct the disposition: -0- |
| | | | (iv) | Shared power to dispose or direct the disposition: 3,516,652
|
| | E. | |
| | | (a) | Amount beneficially owned: 3,516,652 Percent of class: 8.9% Number of shares as to which such person has: |
| | | (b) |
| | | (c) |
| | | | (i) | Sole power to vote or direct the vote: -0- |
| | | | (ii) | Shared power to vote or direct the vote: 3,516,652 |
| | | | (iii) | Sole power to dispose or direct the disposition: -0- |
| | | | (iv) | Shared power to dispose or direct the disposition: 3,516,652
|
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 3 to Schedule 13G is true, complete and correct.
(i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and
(ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
