Sec Form 13D Filing - Blackstone Holdings I L.P. @ EASTMAN KODAK CO

Sec Form 13D Filing - Blackstone Holdings I L.P. filing for EASTMAN KODAK CO (KODK) - 2019-12-04

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

EASTMAN KODAK COMPANY

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

277461 40 6

(CUSIP Number)

Marisa Beeney

GSO Capital Partners LP

345 Park Avenue

New York, New York 10154

Tel: (212) 583-5000

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

December 3, 2019

(Date of Event Which Requires Filing of This Statement)

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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-7 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 (“Act”) 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).


CUSIP No. 277461 40 6		Page 2 of 25


1		Names of reporting persons GSO Palmetto Opportunistic Investment Partners LP
2		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3		SEC use only
4		Source of funds (see instructions) OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
6		Citizenship or place of organization Delaware


CUSIP No. 277461 40 6		Page 3 of 25


1		Names of reporting persons GSO Credit-A Partners LP
2		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3		SEC use only
4		Source of funds (see instructions) OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
6		Citizenship or place of organization Delaware


CUSIP No. 277461 40 6		Page 4 of 25


1		Names of reporting persons GSO Special Situations Master Fund LP
2		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3		SEC use only
4		Source of funds (see instructions) OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
6		Citizenship or place of organization Cayman Islands, British West Indies


CUSIP No. 277461 40 6		Page 5 of 25


1		Names of reporting persons GSO Cactus Credit Opportunities Fund LP
2		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3		SEC use only
4		Source of funds (see instructions) OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
6		Citizenship or place of organization Delaware


CUSIP No. 277461 40 6		Page 6 of 25


1		Names of reporting persons GSO Credit Alpha Trading (Cayman) LP
2		Check the appropriate box if a member of a group (see instructions) (a) 0; ☐ (b) ☒
3		SEC use only
4		Source of funds (see instructions) OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
6		Citizenship or place of organization Cayman Islands


CUSIP No. 277461 40 6		Page 7 of 25


1		Names of reporting persons GSO Palmetto Opportunistic Associates LLC
2		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3		SEC use only
4		Source of funds (see instructions) OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
6		Citizenship or place of organization Delaware


CUSIP No. 277461 40 6		Page 8 of 25


1		Names of reporting persons GSO Credit-A Associates LLC
2		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3		SEC use only
4		Source of funds (see instructions) OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
6		Citizenship or place of organization Delaware


CUSIP No. 277461 40 6		Page 9 of 25


1		Names of reporting persons GSO Holdings I L.L.C.
2		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3		SEC use only
4		Source of funds (see instructions) OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
6		Citizenship or place of organization Delaware


CUSIP No. 277461 40 6		Page 10 of 25


1		Names of reporting persons GSO Capital Partners LP
2		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3		SEC use only
4		Source of funds (see instructions) OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
6		Citizenship or place of organization Delaware


CUSIP No. 277461 40 6		Page 11 of 25


1		Names of reporting persons GSO Advisor Holdings L.L.C.
2		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3		SEC use only
4		Source of funds (see instructions) OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
6		Citizenship or place of organization Delaware


CUSIP No. 277461 40 6		Page 12 of 25


1		Names of reporting persons Blackstone Holdings I L.P.
2		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3		SEC use only
4		Source of funds (see instructions) OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
6		Citizenship or place of organization Delaware


CUSIP No. 277461 40 6		Page 13 of 25


1		Names of reporting persons Blackstone Holdings II L.P.
2		&#x A0; Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3		SEC use only
4		Source of funds (see instructions) OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
6		Citizenship or place of organization Delaware


CUSIP No. 277461 40 6		Page 14 of 25


1		Names of reporting persons Blackstone Holdings I/II GP L.L.C. (f/k/a Blackstone Holdings I/II GP Inc.)
2		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3		SEC use only
4		Source of funds (see instructions) OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
6		Citizenship or place of organization Delaware


CUSIP No. 277461 40 6		Page 15 of 25


1		Names of reporting persons The Blackstone Group Inc. (f/k/a The Blackstone Group L.P.)
2		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3		SEC use only
4		Source of funds (see instructions) OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
6		Citizenship or place of organization Delaware


CUSIP No. 277461 40 6		Page 16 of 25


1		Names of reporting persons Blackstone Group Management L.L.C.
2		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3		SEC use only
4		Source of funds (see instructions) OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
6		Citizenship or place of organization Delaware


CUSIP No. 277461 40 6		Page 17 of 25


1		Names of reporting persons Bennett J. Goodman
2		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3		SEC use only
4		Source of funds (see instructions) OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
6		Citizenship or place of organization United States of America


CUSIP No. 277461 40 6		Page 18 of 25


1		Names of reporting persons J. Albert Smith III
2		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3		SEC use only
4		Source of funds (see instructions) OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
6		Citizenship or place of organization United States of America


CUSIP No. 277461 40 6		Page 19 of 25


1		Names of reporting persons Stephen A. Schwarzman
2		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3		SEC use only
4		Source of funds (see instructions) OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
6		Citizenship or place of organization United States of America

This Amendment No. 7 (“Amendment No. 7”) to Schedule 13D relates to the Common Stock, par value $0.01 per share (the “Common Stock”), of Eastman Kodak Company, a New Jersey corporation (the “Issuer”), and amends the initial statement on Schedule 13D filed on September 13, 2013, as amended on October 3, 2013, as amended on January 12, 2015, as amended on April 24, 2015, as amended on November 10, 2015, as amended on October 18, 2016 and as amended on April 11, 2018 (collectively, the “Schedule 13D”) filed by (i) GSO Palmetto Opportunistic Investment Partners LP, a Delaware limited partnership, (ii) GSO Credit-A Partners LP, a Delaware limited partnership, (iii) GSO Special Situations Master Fund LP, a Cayman Islands limited partnership, (iv) GSO Cactus Credit Opportunities Fund LP, a Delaware limited partnership, (v) GSO Credit Alpha Trading (Cayman) LP, a Cayman Islands limited partnership (GSO Palmetto Opportunistic Investment Partners LP, GSO Credit-A Partners LP, GSO Special Situations Master Fund LP, GSO Cactus Credit Opportunities Fund LP and GSO Credit Alpha Trading (Cayman) LP, collectively, the “GSO Funds”), (vi) GSO Palmetto Opportunistic Associates LLC, a Delaware limited liability company, (vii) GSO Credit-A Associates LLC, a Delaware limited liability company, (viii) GSO Holdings I L.L.C., a Delaware limited liability company, (ix) GSO Capital Partners LP, a Delaware limited partnership, (x) Bennett J. Goodman, (xi) J. Albert Smith III, (xii) GSO Advisor Holdings L.L.C., a Delaware limited liability company, (xiii) Blackstone Holdings I L.P., a Delaware limited partnership, (xiv) Blackstone Holdings II L.P., a Delaware limited partnership, (xv) Blackstone Holdings I/II GP L.L.C. (f/k/a Blackstone Holdings I/I I GP Inc.), a Delaware limited liability company, (xvi) The Blackstone Group Inc. (f/k/a The Blackstone Group L.P.), a Delaware corporation, (xvii) Blackstone Group Management L.L.C., a Delaware limited liability company and (xviii) Stephen A. Schwarzman. Capitalized terms used but not defined in this Amendment No. 7 have the same meanings ascribed to them in the Schedule 13D.

Item 4. Purpose of Transaction.

Item 4 shall be supplemented by adding at the end thereof:

Purchase Agreement

Pursuant to a Purchase Agreement dated December 3, 2019 (the “Purchase Agreement”), the GSO Funds agreed to sell an aggregate of 8,875,211 shares of Common Stock for a purchase price of $2.50 per share. The closing of such sale is scheduled to occur on or about December 9, 2019.

Item 5. Interest in Securities of the Issuer.

Item 5(a)-(c) of Schedule 13D is hereby amended and restated as follows:

(a)-(b) Following the closing of the sales reported herein, the Reporting Persons beneficially own 0 shares of Common Stock.

(c) The Reporting Persons sold the following shares to the Purchasers pursuant to the Purchase Agreement at a price of $2.50 per share of Common Stock:


Reporting Person	Number of Shares of Common Stock Sold to the Purchasers
GSO Palmetto Opportunistic Investment Partners LP		986,236
GSO Credit-A Partners LP		1,226,470
GSO Special Situations Master Fund LP		6,103,867
GSO Cactus Credit Opportunities Fund LP		272,869
GSO Credit Alpha Trading (Cayman) LP		285,769

Item 5(e) is hereby amended and restated as follows:

(e) Following the closing of the sales as described herein, the Reporting Persons cease to be the beneficial owners of more than five percent of the outstanding Common Stock.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of this Schedule 13D is hereby amended and supplemented as follows:

The information in Item 4 and Item 5 of this Schedule 13D is incorporated herein by reference.

On September 3, 2018, the net share settled warrants previously held by the GSO Funds expired pursuant to their terms.

Item 7. Material to be Filed as Exhibits.

Item 7 of this Schedule 13D is hereby amended and supplemented as follows:


Exhibit F		Purchase Agreement

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 4, 2019


GSO PALMETTO OPPORTUNISTIC INVESTMENT PARTNERS LP

By:		GSO Palmetto Opportunistic Associates LLC, its general partner

By:		/s/ Marisa Beeney
		Name: Marisa Beeney
		Title: Authorized Signatory

GSO CREDIT-A PARTNERS LP

By:		GSO Credit-A Associates LLC, its general partner

By:		/s/ Marisa Beeney
		Name: Marisa Beeney
		Title: Authorized Signatory

GSO PALMETTO OPPORTUNISTIC ASSOCIATES LLC

By:		/s/ Marisa Beeney
		Name: Marisa Beeney
		Title: Authorized Signatory

GSO CREDIT-A ASSOCIATES LLC

By:		/s/ Marisa Beeney
		Name: Marisa Beeney
		Title: Authorized Signatory

GSO SPECIAL SITUATIONS MASTER FUND LP

By:		GSO Capital Partners LP, its investment advisor

By:		/s/ Marisa Beeney
		Name: Marisa Beeney
		Title: Authorized Signatory


GSO CREDIT ALPHA TRADING (CAYMAN) LP

By: GSO Capital Partners LP, its investment advisor

By:		/s/ Marisa Beeney
		Name: Marisa Beeney
		Title: Authorized Signatory

GSO CACTUS CREDIT OPPORTUNITIES FUND LP By: GSO Capital Partners LP, its investment advisor

By:		/s/ Marisa Beeney
		Name: Marisa Beeney
		Title: Authorized Signatory

GSO CAPITAL PARTNERS LP

By:		/s/ Marisa Beeney
		Name: Marisa Beeney
		Title: Authorized Signatory

GSO HOLDINGS I L.L.C.

By:		/s/ John G. Finley
		Name: John G. Finley
		Title: Chief Legal Officer

GSO ADVISOR HOLDINGS L.L.C.

By:		Blackstone Holdings I L.P., its sole member

By:		Blackstone Holdings I/II GP L.L.C., its general partner

By:		The Blackstone Group Inc., its sole member

By:		/s/ John G. Finley
		Name: John G. Finley
		Title: Chief Legal Officer


BLACKSTONE HOLDINGS I L.P.

By:		Blackstone Holdings I/II GP L.L.C., its general partner

By:		The Blackstone Group Inc., its sole member

By:		/s/ John G. Finley
		Name: John G. Finley
		Title: Chief Legal Officer

BLACKSTONE HOLDINGS II L.P.

By:		Blackstone Holdings I/II GP L.L.C., its general partner

By:		The Blackstone Group Inc., its sole member

By:		/s/ John G. Finley
		Name: John G. Finley
		Title: Chief Legal Officer

BLACKSTONE HOLDINGS I/II GP L.L.C.

By:		The Blackstone Group Inc., its sole member

By:		/s/ John G. Finley
		Name: John G. Finley
		Title: Chief Legal Officer

THE BLACKSTONE GROUP INC.

By:		/s/ John G. Finley
		Name: John G. Finley
		Title: Chief Legal Officer

BLACKSTONE GROUP MANAGEMENT L.L.C.

By:		/s/ John G. Finley
		Name: John G. Finley
		Title: Chief Legal Officer


STEPHEN A. SCHWARZMAN

/s/ Stephen A. Schwarzman

BENNETT J. GOODMAN

By:		/s/ Marisa Beeney
		Name: Marisa Beeney
		Title: Attorney-in-Fact

J. ALBERT SMITH III

By:		/s/ Marisa Beeney
		Name: Marisa Beeney
		Title: Attorney-in-Fact

Number of

shares

beneficially

owned by

each

reporting

person

with

Sole voting power

0

Shared voting power

0

Sole dispositive power

0

Shared dispositive power

0