CUSIP No. 36729W202
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1
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NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Global Undervalued Securities Master Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
9,500,000
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8
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SHARED VOTING POWER
-0-
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9
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SOLE DISPOSITIVE POWER
9,500,000
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10
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SHARED DISPOSITIVE POWER
-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,500,000
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. 36729W202
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1
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NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kleinheinz Capital Partners, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
9,500,000
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9
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SOLE DISPOSITIVE POWER
-0-
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||
10
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SHARED DISPOSITIVE POWER
9,500,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,500,000
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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CUSIP No. 36729W202
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1
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NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
John B. Kleinheinz
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
|
SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
9,500,000
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9
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SOLE DISPOSITIVE POWER
-0-
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||
10
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SHARED DISPOSITIVE POWER
9,500,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,500,000
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12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No. 36729W202
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1
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NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fred N. Reynolds
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
150,000
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8
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SHARED VOTING POWER
-0-
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9
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SOLE DISPOSITIVE POWER
150,000
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10
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SHARED DISPOSITIVE POWER
-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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Item 3.
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Source and Amount of Funds or other Consideration
Item 3 is amended and supplemented to add the following information for updating as of the date hereof:
The net investment costs (including commissions, if any) of the shares of Common Stock purchased by the Reporting Persons are $ 38,746,419. The source of funds to purchase the Reporting Persons' shares of Common Stock was the working capital of the Reporting Persons, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business.
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Item 5.
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Interest in Securities of the Issuer
Item 5 is amended and supplemented to add the following information for updating as of the date hereof:
(a), (b) The Kleinheinz Parties may be deemed to beneficially own in the aggregate 9,500,000 shares of Common Stock. Based on a total of 131,729,051 outstanding shares of Common Stock, as reported in the Issuer's Form 424B5, dated May 13, 2016, the Kleinheinz Parties' shares represent approximately 7.212% of the outstanding shares of Common Stock.
On December 22, 2013, the Joint Filing Agreement (the "Joint Filing Agreement") was entered into by the Reporting Persons. On May 17, 2016, the Reporting Persons entered into an agreement (the "Termination Agreement") whereby the parties thereto, on behalf of themselves and their respective affiliates, terminated (i) their status as a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934 and Rule 13d-5(b)(1) promulgated thereunder with respect to the Common Stock and (ii) the Joint Filing Agreement. The foregoing description is qualified in its entirety by reference to the full text of the Termination Agreement, a copy of which is attached as Exhibit 1 and incorporated by reference herein. As a result of the Termination Agreement, Mr. Reynolds will no longer be deemed to beneficially own any securities held by the Kleinheinz Parties and the Kleinheinz Parties will no longer be deemed to beneficially own any securities held by Mr. Reynolds.
The Master Fund owns 9,500,000 shares of Common Stock (the "Master Fund Shares"), which represent approximately 7.212% of the outstanding shares of Common Stock. Additionally, the Master Fund owns 92,420 shares of the 8.625% Series A Cumulative Preferred Stock of the Issuer and 8,173 shares of the 10.75% Series B Cumulative Preferred Stock of the Issuer.
Mr. Reynolds owns 150,000 shares of Common Stock (the "Reynolds Shares"), which represent approximately 0.114% of the outstanding shares of Common Stock. Additionally, Mr. Reynolds owns 4,000 shares of the 8.625% Series A Cumulative Preferred Stock of the Issuer.
The Master Fund has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Master Fund Shares.
As general partner of the Master Fund, Kleinheinz Inc. may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Master Fund Shares. Kleinheinz Inc. disclaims beneficial ownership of the Master Fund Shares.
As sole owner of the Master Fund and Kleinheinz Inc., Mr. Kleinheinz may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Master Fund Shares. Mr. Kleinheinz disclaims beneficial ownership of the Master Fund Shares.
Mr. Reynolds has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Reynolds Shares.
(c) The trading dates, number of shares of Common Stock purchased or sold, and the price per share of Common Stock for all transactions by the Reporting Persons in shares of Common Stock within the last sixty (60) days, all of which were brokered transactions, are set forth below.
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Name of Reporting Person
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Date
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Number of Shares Purchased (Sold)
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Average Price per Share
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Master Fund
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2/22/2016
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(50,000)
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$0.9861
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Master Fund
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2/24/2016
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(99,519)
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$0.6585
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Master Fund
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5/12/2016
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(1,500,000)
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$0.9052
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Master Fund
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5/17/2016
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1,000,000
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$0.9500
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(e) As of May 17, 2016, Mr. Reynolds ceased to be the beneficial owner of more than 5% of the Common Stock of the Issuer.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 is amended and supplemented to add the following information for updating as of the date hereof:
The Master Fund is the holder of $37,000,000 aggregate principal amount of the Issuer's 8 5/8% Senior Secured Notes due 2018.
On May 17, 2016, the Reporting Persons entered into the Termination Agreement, the terms of which are described in Item 5 of this Schedule 13D.
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Item 7.
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Material to Be Filed as Exhibits
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Exhibit 1 |
Termination Agreement, dated May 17, 2016, by and among Global Undervalued Securities Master Fund, L.P., Kleinheinz Capital Partners, Inc., Mr. John B. Kleinheinz and Mr. Fred N. Reynolds
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GLOBAL UNDERVALUED SECURITIES MASTER FUND, L.P.
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By:
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Kleinheinz Capital Partners, Inc., its general partner
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By:
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/s/ John B. Kleinheinz
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Name: John B. Kleinheinz
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Title: President
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KLEINHEINZ CAPITAL PARTNERS, INC.
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By:
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/s/ John B. Kleinheinz
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Name: John B. Kleinheinz
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Title: President
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JOHN B. KLEINHEINZ
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/s/ John B. Kleinheinz
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FRED N. REYNOLDS
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/s/ Fred N. Reynolds
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