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. ☐

 

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

1	NAMES OF REPORTING PERSONS
		Silver Point Capital, 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 (SEE INSTRUCTIONS)
		OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS 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
					1,647,233
			8	SHARED VOTING POWER
					-0-
			9	SOLE DISPOSITIVE POWER
					1,647,233
			10	SHARED DISPOSITIVE POWER
					-0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		1,647,233
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)					☐
13	PERCENT OF CLASS REPRESENTED IN ROW (11)
		20.01
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
		IA, PN

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Explanatory Note

 

This Amendment No. 8 amends and supplements the statement on Schedule 13D originally filed by the Reporting Persons on August 12, 2013, as amended by Amendment No. 1 to Schedule 13D filed on October 28, 2013, as amended by Amendment No. 2 to Schedule 13D filed on April 21, 2014, as amended by Amendment No. 3 filed on May 12, 2014, as amended by Amendment No. 4 filed on June 16, 2014, as amended by Amendment No. 5 filed on December 9, 2014 and as amended by Amendment No. 6 filed on December 31, 2014, as amended by Amendment No. 7 filed on January 23, 2015 (as amended, the "Schedule 13D").  Defined terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.

Item 4 of the Schedule 13D is hereby supplemented by adding the following:

On March 12, 2015, the Issuer and all of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware (the "Court"). On the same day, Standard Acquisition Holdings, LLC ("SAH"), which was formed on behalf of the lenders party to the First Lien Credit Facility by Silver Point Finance, LLC, as agent under the First Lien Credit Facility, entered into an Asset Purchase Agreement with the Issuer and all of its subsidiaries (the "APA") pursuant to which, SAH agreed to purchase substantially all of the assets of the Issuer and the Issuer's subsidiaries. The purchase consideration includes (i) cash consideration necessary to discharge certain of the Issuer's pre-petition secured indebtedness and the Issuer's post-petition debtor-in-possession indebtedness, (ii) a credit bid of amounts owing under the First Lien Credit Facility, and (iii) the assumption of certain liabilities. The estimated total purchase price is $275,000,000. The APA will serve as the stalking horse bid in an auction of all or substantially all of the assets of the Issuer and its subsidiaries and is subject to approval of the Court and certain other contingencies and conditions, including, without limitation, overbid by third parties, and in connection with certain contingences and conditions, including an overbid by third parties, SAH may be entitled to a break-up fee and/or expense reimbursement.

The foregoing description of the APA is qualified in its entirety by reference to the full text of the APA, a copy of which is attached to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 13, 2015, as Exhibit 2.1 and incorporated herein by reference.

In connection with the Issuer's and its subsidiaries' bankruptcy filing, Silver Point Finance, LLC and two of its affiliates, SPCP Group, LLC and SPCP Group III, LLC (collectively, the "DIP Lenders"), entered into a Super-Priority Debtor In Possession Delayed Draw Term Loan Credit Agreement, dated as of March 12, 2015 (the "DIP Credit Agreement"), by and between the Issuer and all of its subsidiaries, as borrowers, the subsidiary guarantors from time to time parties thereto and the various financial institutions and other persons from time to time parties thereto, pursuant to which the DIP Lenders provided to the Issuer funding of up to $30,000,000 on a secured, super-priority basis. The DIP Credit Agreement contains covenants and restrictions on the incurrence of liens, the incurrence of indebtedness and other customary covenants. The maturity date of the DIP Credit Agreement is September 8, 2015, subject to shortening as a result of the occurrence of any event of default. Interest on the DIP Credit Agreement will be payable at a per annum rate equal to LIBOR plus 950 basis points or an alternate base rate, defined in the DIP Credit Agreement, plus 850 basis points.

The foregoing description of the DIP Credit Agreement is qualified in its entirety by reference to the full text of the DIP Credit Agreement, a copy of which is attached to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 13, 2015, as Exhibit 10.2 and incorporated herein by reference.

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