Page 21 of 25 – SEC Filing
CUSIP No. Y26889108
(ii) Pursuant to the Agreement and Plan of Merger dated as of February 24, 2015 (a copy of which is attached
hereto as Exhibit 1 and incorporated herein by reference), the Issuer consummated its merger (the Merger) with Navig8 Crude Tankers, Inc. (Navig8) and former Navig8 shareholders, including the BlueMountain Funds
and BMCA, received 0.8947 shares of Common Stock for each share of Navig8 common stock held prior to the Merger. The BlueMountain Funds and BMCA held 4,444,444 shares of Navig8 common stock prior to the Merger, which shares were acquired with
$61,266,046 of working capital set aside for the general purpose of investing.
(iii) Pursuant to the Equity Purchase Agreement dated as of February 24,
2015 (a copy of which is attached hereto as Exhibit 2 and incorporated herein by reference), the BlueMountain Funds and BMCA received 79,491 shares of Common Stock from the Issuer as a commitment premium upon the closing of the Merger as
consideration for their purchase commitments.:
(iv) Pursuant to an internal restructuring, BMCM acquired beneficial ownership of 3,069,447 shares of
Common Stock from BMCA on July 1, 2017.
Item 5. Interest in Securities of the Issuer.
Paragraphs (a), (b), (c) and (e) of Item 5 of the Schedule 13D are hereby deleted and replaced with the following:
(a-b) All percentages set forth in this Schedule 13D are based on the 82,988,946 shares of Common Stock of the Issuer,
outstanding as of November 3, 2017, as reported on the Issuers Form 10-Q filed with the SEC on November 9, 2017 (Form 10-Q). The
information set forth in Rows 7-13 of each Cover Page of this Schedule 13D is hereby incorporated herein by reference.
Each of the General Partners, BMM GP and GP Holdings expressly declares that this filing shall not be construed as an admission that each is, for the purposes
of sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this filing. BMCM expressly declares that this filing shall not be construed as an admission that it is, for the purposes of Sections 13(d) or 13(g) of the Act,
the beneficial owner of the securities owned by the BlueMountain Funds.
None of the Reporting Persons beneficially own any other shares of Common Stock.
(c) During the last 60 days, no transactions in the Common Stock were effected by any of the Reporting Persons.
(e) Each of BMCA and Blue Mountain CA Master Fund GP, Ltd. ceased to be the beneficial owner of more than five percent of Common Stock on July 1, 2017.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby deleted and replaced with the following:
Except for the BlueMountain Funds, none of the Reporting Persons is a party to any contract, arrangement, understanding or relationship with respect to any
securities of the Issuer.
On December 20, 2017 (the Effective Date), pursuant to a Shareholder Support and Voting Agreement dated as
of such date (the Voting Agreement), subject to the terms thereof, each of the BlueMountain Funds agreed to participate in any meeting of one or more classes of shareholders of the Issuer and vote its shares of Common Stock in
favor of (and against any action or agreement that would reasonably be against) the potential business combination between Euronav NV and the Issuer (the Merger).
Also on the Effective Date, pursuant to a Redemption Pricing Letter Agreement dated as of such date (the Redemption Pricing Agreement),
subject to the terms thereof, if the Merger shall occur prior to the Termination Date (as such term is defined therein), then contemporaneously with the consummation of the Merger, the Issuer shall redeem and prepay the full amount due under the
Senior Unsecured Notes due 2020 held by the BlueMountain Funds, subject to a prepayment premium equal to 1.0% of the principal amount thereof.
The
summaries of the Voting Agreement and Redemption Pricing Agreement set forth above do not purport to be complete and are qualified in their entirety by reference to the text of such agreements, copies of which are being filed as Exhibits 4 and 5
hereto, respectively, and are incorporated herein by reference.
