UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Citadel Broadcasting Corporation
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
17285T106
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(CUSIP Number)
David Metzman, Esq.
c/o Aurelius Capital Management, LP
535 Madison Avenue, 22nd Floor
New York, New York 10022
(646) 445-6590
with a copy to:
Jason Kaplan, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, NY 10022
(212) 756-2000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
April 5, 2010
------------------
(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 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 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).
(Continued on following pages)
(Page 1 of 11 Pages)
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CUSIP No. 17285T106 SCHEDULE 13D Page 2 of 12 Pages
---------------------------- ----------------------------
------------- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
Aurelius Capital Partners, LP
------------- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) | | (b) |X|
------------- -----------------------------------------------------------------
3 SEC USE ONLY
------------- -----------------------------------------------------------------
4 SOURCE OF FUNDS
WC
------------- -----------------------------------------------------------------
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 7 SOLE VOTING POWER
SHARES 0
----------- -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 6,160,486
----------- -----------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
----------- -----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
6,160,486
------------- ----------- -----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,160,486
------------- -----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | |
------------- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.32%
------------- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
------------- -----------------------------------------------------------------
---------------------------- ----------------------------
CUSIP No. 17285T106 SCHEDULE 13D Page 3 of 12 Pages
---------------------------- ----------------------------
------------- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
Aurelius Capital International, Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) | | (b) |X|
------------- -----------------------------------------------------------------
3 SEC USE ONLY
------------- -----------------------------------------------------------------
4 SOURCE OF FUNDS
WC
------------- -----------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) | |
------------- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
------------- -----------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
----------- -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 8,065,369
----------- -----------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
----------- -----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
8,065,369
------------- ----------- -----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,065,369
------------- -----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | |
------------- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
3.03%
------------- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
------------- -----------------------------------------------------------------
---------------------------- ----------------------------
CUSIP No. 17285T106 SCHEDULE 13D Page 4 of 12 Pages
---------------------------- ----------------------------
------------- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
Aurelius Convergence Fund, Ltd.
------------- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) || (b) |X|
------------- -----------------------------------------------------------------
3 SEC USE ONLY
------------- -----------------------------------------------------------------
4 SOURCE OF FUNDS
WC
------------- -----------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) | |
------------- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
------------- -----------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
----------- -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 2,474,145
----------- -----------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
----------- -----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
2,474,145
------------- ----------- -----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,474,145
------------- -----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | |
------------- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.93%
------------- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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---------------------------- ----------------------------
CUSIP No. 17285T106 SCHEDULE 13D Page 5 of 12 Pages
---------------------------- ----------------------------
------------- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
Aurelius Capital Management, LP
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) | | (b) |X|
------------- -----------------------------------------------------------------
3 SEC USE ONLY
------------- -----------------------------------------------------------------
4 SOURCE OF FUNDS
AF
------------- -----------------------------------------------------------------
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 7 SOLE VOTING POWER
SHARES 0
----------- -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 10,539,514
----------- -----------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
----------- -----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
10,539,514
------------- ----------- -----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,539,514
------------- -----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | |
------------- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
3.97%
------------- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
------------- -----------------------------------------------------------------
---------------------------- ----------------------------
CUSIP No. 17285T106 SCHEDULE 13D Page 6 of 12 Pages
---------------------------- ----------------------------
------------- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
Aurelius Capital GP, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X|
------------- -----------------------------------------------------------------
3 SEC USE ONLY
------------- -----------------------------------------------------------------
4 SOURCE OF FUNDS
AF
------------- -----------------------------------------------------------------
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 7 SOLE VOTING POWER
SHARES 0
----------- -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 6,160,486
----------- -----------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
----------- -----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
6,160,486
------------- ----------- -----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,160,486
------------- -----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | |
------------- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.32%
------------- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
------------- -----------------------------------------------------------------
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CUSIP No. 17285T106 SCHEDULE 13D Page 7 of 12 Pages
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------------- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
Mark D. Brodsky
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) | | (b) |X|
------------- -----------------------------------------------------------------
3 SEC USE ONLY
------------- -----------------------------------------------------------------
4 SOURCE OF FUNDS
AF
------------- -----------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) | |
------------- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
------------- -----------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
----------- -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 16,700,000
----------- -----------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
----------- -----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
16,700,000
------------- ----------- -----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,700,000
------------- -----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | |
------------- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.28%
------------- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
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---------------------------- ----------------------------
CUSIP No. 17285T106 SCHEDULE 13D Page 8 of 12 Pages
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ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the common stock, $0.01 par value
(the "Common Stock"), of Citadel Broadcasting Corporation, a Delaware
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at: City Center West, Suite 400, 7201 West Lake Mead Blvd., Las Vegas,
Nevada 89128.
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is filed by the entities and persons listed below, all
of whom together are referred to herein as the "Reporting Persons":
(i) Aurelius Capital Partners, LP ("Aurelius Capital Partners"), a Delaware
limited partnership, with respect to the shares of Common Stock owned directly
by it;
(ii) Aurelius Capital International, Ltd. ("Aurelius Capital
International"), a Cayman Islands exempted company, with respect to the shares
of Common Stock owned through Aurelius Capital Master, Ltd., a Cayman Islands
exempted company that is a subsidiary of Aurelius Capital International;
(iii) Aurelius Convergence Fund, Ltd. ("Aurelius Convergence Fund," and
together with Aurelius Capital Partners and Aurelius Capital International, the
"Aurelius Funds"), a Cayman Islands exempted company, with respect to the shares
of Common Stock owned through Aurelius Convergence Master, Ltd., a Cayman
Islands exempted company that is a subsidiary of Aurelius Convergence Fund;
(iv) Aurelius Capital Management, LP ("Aurelius Capital Management"), a
Delaware limited partnership that serves as investment manager to Aurelius
Capital International and Aurelius Convergence Fund, with respect to the shares
of Common Stock owned by Aurelius Capital International and Aurelius Convergence
Fund.
(v) Aurelius Capital GP, LLC ("Aurelius Capital GP"), a Delaware limited
liability company that serves as the general partner of Aurelius Capital
Partners, with respect to the shares of Common Stock owned by Aurelius Capital
Partners.
(vi) Mark D. Brodsky, who serves as the Senior Managing Member of Aurelius
Capital Management GP, LLC, which is the general partner of Aurelius Capital
Management, and as the Senior Managing Member of Aurelius Capital GP, with
respect to the shares of Common Stock owned by the Aurelius Funds.
(b) The address of the principal business office of Aurelius Capital
International and Aurelius Convergence Fund is c/o GlobeOp Financial Services
(Cayman) Limited, 45 Market Street, Suite 3205, 2nd Floor, Gardenia Court,
Camana Bay, West Bay Road South, Grand Cayman KY1-9003, Cayman Islands. The
address of the principal business office of Aurelius Capital Partners, Aurelius
Capital Management, Aurelius Capital GP and Mark D. Brodsky is 535 Madison
Avenue, 22nd Floor, New York, NY 10022.
(c) The principal business of the Aurelius Funds is investing in
securities. The principal business of Aurelius Capital Management is to act as
the investment manager to Aurelius Convergence Fund, Aurelius Capital
International and other related entities. The principal business of Aurelius
Capital GP is to act as the general partner to Aurelius Capital Partners and to
own interests in affiliated entities. The principal business of Mark D. Brodsky
is serving as Senior Managing Member of Aurelius Capital Management GP, LLC and
Aurelius Capital GP and managing the business of the Reporting Persons and their
affiliated entities.
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CUSIP No. 17285T106 SCHEDULE 13D Page 9 of 12 Pages
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(d) None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, U.S. federal or state securities laws or
finding any violation with respect to such laws.
(f) The jurisdiction of organization of Aurelius Capital Partners, Aurelius
Capital International, Aurelius Convergence Fund, Aurelius Capital Management
and Aurelius Capital GP is set forth in Item 2(a) above. Mark D. Brodsky is a
United States citizen.
Schedule A attached hereto sets forth the information regarding the general
partner of Aurelius Capital Partners and Aurelius Capital Management and the
executive officers and directors of Aurelius Capital International and Aurelius
Convergence Fund (collectively, the "Instruction C Persons").
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Common Stock purchased by the Aurelius Funds was acquired with working
capital in open market transactions at an aggregate cost (excluding commissions,
if any) of approximately $1,213,479.13.
ITEM 4. PURPOSE OF TRANSACTION
The Aurelius Funds acquired shares of Common Stock for investment in the
ordinary course of business because they believed that the shares, when
purchased, were undervalued and represented an attractive investment
opportunity.
On December 20, 2009, the Issuer and certain of its subsidiaries filed
voluntary petitions in the United States Bankruptcy Court for the Southern
District of New York seeking relief under the provisions of chapter 11 of Title
11 of the United States Code (the "Bankruptcy Proceedings").
To the extent permitted by applicable law, rules and regulations, the
Reporting Persons may seek to influence the outcome of the Bankruptcy
Proceedings, including, among other things, through (i) direct and/or indirect
communications with participants in the Bankruptcy Proceedings and (ii) direct
and/or indirect communications with other persons, including other stockholders
or creditors of the Issuer. Aurelius Capital Management, on behalf of the
Aurelius Funds, may become actively involved in the Bankruptcy Proceedings, with
the goal of protecting and maximizing the value of the Aurelius Funds'
respective investments.
Except as set forth herein or as would occur upon completion of any of the
actions discussed herein, none of the Reporting Persons has any plans or
proposals which relate to, or could result in, any of the matters referred to in
paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule
13D. The Reporting Persons may, at any time and from time to time, review or
reconsider their position and/or change their purpose and/or formulate plans or
proposals with respect thereto and may (i) acquire additional shares or
securities of the Issuer, (ii) dispose of any or all of their securities of the
Issuer, (iii) enter into or withdraw from legal proceedings, if any, and/or (iv)
enter into privately negotiated derivative transactions with institutional
counterparties
---------------------------- ----------------------------
CUSIP No. 17285T106 SCHEDULE 13D Page 10 of 12 Pages
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to hedge the market risk of some or all of their positions in the securities of
the Issuer, depending upon the factors described below and/or other investment
considerations. The Reporting Persons disclaim all duties or obligations, if
any, to other stakeholders in the Issuer.
In addition, the Reporting Persons intend to review their respective
investments in the Issuer on a continuing basis and may seek to influence or
change the Issuer's management, directors, operations or business, strategy,
bankruptcy case and future plans of the Issuer, which may include, among other
things, discussions of potential strategic alternatives and other initiatives
and transactions that may become available to the Issuer designed to enhance
enterprise, shareholder and/or the Aurelius Funds' respective investment values,
including, without limitation, through potential discussions with management,
directors, the creditors' committee of the Issuer, bank creditors, other
creditors, other shareholders, existing or potential strategic partners or
competitors of the Issuer, industry analysts, investment and financing
professionals and/or other third parties. Such matters and discussions may
materially affect, and result in, the Reporting Persons modifying their
respective investments in the Issuer, exchanging information with any of such
persons pursuant to appropriate confidentiality or similar agreements or
otherwise, working together with any of such persons pursuant to joint
agreements or otherwise, proposing changes in the Issuer's operations,
governance, capitalization or strategic plans, or in proposing or engaging in
one or more other actions set forth under subsections (a) through (j) of Item 4
of Schedule 13D. Factors that may influence the Reporting Persons' actions
include, but are not limited to, their view regarding the Issuer's operations,
business strategy, prospects, financial position and/or strategic direction, the
outcome of the discussions and actions referenced herein, actions taken by the
board of directors, actions taken by the creditors' committee of the Issuer,
bank creditors, other creditors, other shareholders, or other persons;
developments in the Issuer's bankruptcy case; price levels of the Common Stock
and other securities; subsequent developments affecting the Issuer; the
circumstances applicable to the respective Aurelius Funds (such as availability
of funds, portfolio-management, tax and regulatory considerations, investment
objectives, and other investment and business opportunities), conditions in the
securities and debt market, general economic and industry conditions and other
factors that the Reporting Persons may deem relevant from time to time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a),(b) The information set forth in Rows 7 through 13 of the cover page
hereto for each Reporting Person is incorporated herein by reference. The
percentage amount set forth in Row 13 for all cover pages filed herewith is
calculated based on 265,776,874 shares of Common Stock outstanding as set forth
in the Annual Report on Form 10-K for the fiscal year ended December 31, 2009
filed by the Issuer on March 31, 2010.
(c) The Aurelius Funds entered into transactions in the Common Stock within
the last sixty days which are set forth on Schedule B. The Aurelius Funds are
the only Reporting Persons to have effected transactions in the Common Stock in
the past sixty days.
(d) No person other than the Reporting Persons is known to have the right
to receive, or the power to direct the receipt of dividends from, or proceeds
from the sale of, such shares of Common Stock.
(e) Not applicable.
---------------------------- ----------------------------
CUSIP No. 17285T106 SCHEDULE 13D Page 11 of 12 Pages
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting
Persons have entered into an agreement with respect to the joint filing of this
statement, and any amendment or amendments hereto, a copy of which is attached
hereto as Exhibit 1.
Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the Reporting Persons
or between such persons and any other person with respect to any securities of
the Issuer, including but not limited to the transfer or voting of any
securities of the Issuer, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of profits or
loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following documents are filed as exhibits:
1. Joint Filing Statement Pursuant to Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended.
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CUSIP No. 17285T106 SCHEDULE 13D Page 12 of 12 Pages
---------------------------- ----------------------------
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: April 15, 2010
AURELIUS CAPITAL PARTNERS, LP AURELIUS CAPITAL INTERNATIONAL, LTD.
By: Aurelius Capital GP, LLC, its By: Aurelius Capital Management, LP,
General Partner solely as investment manager and
not in its individual capacity
By: /s/ David Newman
-------------------- By: /s/ David Newman
Name: David Newman --------------------
Title: Chief Operating Officer Name: David Newman
Title: Chief Operating Officer
AURELIUS CONVERGENCE FUND, LTD. AURELIUS CAPITAL MANAGEMENT, LP
By: Aurelius Capital Management, LP,
solely as investment manager and By: /s/ David Newman
not in its individual capacity --------------------
Name: David Newman
By: /s/ David Newman Title: Chief Operating Officer
--------------------
Name: David Newman
Title: Chief Operating Officer
AURELIUS CAPITAL GP, LLC /s/ Mark D. Brodsky
-------------------
MARK D. BRODSKY
By: /s/ David Newman
--------------------
Name: David Newman
Title: Chief Operating Officer
SCHEDULE A
INFORMATION REGARDING THE INSTRUCTION C PERSONS
The following sets forth the name, citizenship, principal occupation,
position and address of each director and executive officer or general partner
and control person of the applicable Reporting Persons. To the best of the
Reporting Persons' knowledge, none of the Instruction C Persons during the last
five years has been convicted in a criminal proceeding (excluding traffic
violations or other similar misdemeanors) or been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, U.S. federal or state securities laws or finding any violation with respect
to such laws. To the best of the Reporting Persons' knowledge, except as set
forth in this statement on Schedule 13D, none of the Instruction C Persons owns
any shares of Common Stock.
AURELIUS CAPITAL PARTNERS, LP
Aurelius Capital GP, LLC, the General Partner of Aurelius Capital Partners, LP,
is a Delaware limited liability company. Its principal business is acting as the
general partner of Aurelius Capital Partners, LP. Its principal business address
is 535 Madison Avenue, 22nd Floor, New York, NY 10022. Mark D. Brodsky is the
Senior Managing Member of Aurelius Capital GP, LLC.
AURELIUS CAPITAL MANAGEMENT, LP
Aurelius Capital Management GP, LLC, the General Partner of Aurelius Capital
Management, LP, is a Delaware limited liability company. Its principal business
is acting as the general partner of Aurelius Capital Management, LP. Its
principal business address is 535 Madison Avenue, 22nd Floor, New York, NY
10022. Mark D. Brodsky is the Senior Managing Member of Aurelius Capital
Management GP, LLC.
AURELIUS CAPTIAL INTERNATIONAL, LTD.
Don Seymour, Aldo Ghisletta and Ronan Guilfoyle serve as the directors of
Aurelius Capital International. Each has a principal business address of dms
House, 20 Genesis Close, PO Box 31910, Grand Cayman, KY1-1208, Cayman Islands.
Each director is a Cayman Islands citizen.
AURELIUS CONVERGENCE FUND, LTD.
Don Seymour, Aldo Ghisletta and Ronan Guilfoyle serve as the directors of
Aurelius Convergence Fund. Each has a principal business address of dms House,
20 Genesis Close, PO Box 31910, Grand Cayman, KY1-1208, Cayman Islands. Each
director is a Cayman Islands citizen.
SCHEDULE B
TRANSACTIONS IN THE COMMON STOCK BY AURELIUS CAPITAL PARTNERS DURING THE PAST 60
DAYS
Unless otherwise indicated, all trades were effected in the open market through
brokers.
Date of Transaction Shares Purchased (Sold) Price Per Share ($)*
------------------- ----------------------- -------------------
3/30/2010 1,312,140 0.0466(1)
3/31/2010 2,990,231 0.0588(2)
4/5/2010 106,112 0.0786(3)
4/5/2010 849,872 0.0914(4)
4/6/2010 72,418 0.1180
4/6/2010 99,576 0.1185(5)
4/7/2010 123,436 0.1492(6)
4/8/2010 352,864 0.1700(7)
4/8/2010 259,777 0.1700
4/9/2010 (36,242) 0.3318(8)
4/12/2010 21,648 0.1700
4/13/2010 8,654 0.1680
1 The price reported above is a weighted average price. These shares were
purchased/sold in multiple transactions at prices ranging from $0.0410 to
$0.0500, inclusive. The reporting persons will undertake to provide to the staff
of the Securities and Exchange Commission, upon request, full information
regarding the number of shares sold at each separate price.
2 The price reported above is a weighted average price. These shares were
purchased/sold in multiple transactions at prices ranging from $0.0490 to
$0.0600, inclusive. The reporting persons will undertake to provide to the staff
of the Securities and Exchange Commission, upon request, full information
regarding the number of shares sold at each separate price.
3 The price reported above is a weighted average price. These shares were
purchased/sold in multiple transactions at prices ranging from $0.0740 to
$0.0795, inclusive. The reporting persons will undertake to provide to the staff
of the Securities and Exchange Commission, upon request, full information
regarding the number of shares sold at each separate price.
4 The price reported above is a weighted average price. These shares were
purchased/sold in multiple transactions at prices ranging from $0.0650 to
$0.1200, inclusive. The reporting persons will undertake to provide to the staff
of the Securities and Exchange Commission, upon request, full information
regarding the number of shares sold at each separate price.
5 The price reported above is a weighted average price. These shares were
purchased/sold in multiple transactions at prices ranging from $0.1153 to
$0.1200, inclusive. The reporting persons will undertake to provide to the staff
of the Securities and Exchange Commission, upon request, full information
regarding the number of shares sold at each separate price.
6 The price reported above is a weighted average price. These shares were
purchased/sold in multiple transactions at prices ranging from $0.1450 to
$0.1500, inclusive. The reporting persons will undertake to provide to the staff
of the Securities and Exchange Commission, upon request, full information
regarding the number of shares sold at each separate price.
7 The price reported above is a weighted average price. These shares were
purchased/sold in multiple transactions at prices ranging from $0.1670 to
$0.1700, inclusive. The reporting persons will undertake to provide to the staff
of the Securities and Exchange Commission, upon request, full information
regarding the number of shares sold at each separate price.
8 The price reported above is a weighted average price. These shares were
purchased/sold in multiple transactions at prices ranging from $0.3300 to
$0.3360, inclusive. The reporting persons will undertake to provide to the staff
of the Securities and Exchange Commission, upon request, full information
regarding the number of shares sold at each separate price.
* Excluding commissions.
TRANSACTIONS IN THE COMMON STOCK BY AURELIUS CAPITAL INTERNATIONAL DURING THE
PAST 60 DAYS
Unless otherwise indicated, all trades were effected in the open market through
brokers.
Date of Transaction Shares Purchased (Sold) Price Per Share ($)*
------------------- ----------------------- -------------------
3/30/2010 1,703,638 0.0466(9)
3/31/2010 3,939,993 0.0588(10)
4/5/2010 137,646 0.0786(11)
4/5/2010 1,114,520 0.0914(12)
4/6/2010 94,946 0.1180
4/6/2010 130,550 0.1185(13)
4/7/2010 149,476 0.1492(14)
4/8/2010 462,136 0.1700(15)
4/8/2010 340,223 0.1700
4/9/2010 (47,457) 0.3318(16)
4/12/2010 28,352 0.1700
4/13/2010 11,346 0.1680
9 The price reported above is a weighted average price. These shares were
purchased/sold in multiple transactions at prices ranging from $0.0410 to
$0.0500, inclusive. The reporting persons will undertake to provide to the staff
of the Securities and Exchange Commission, upon request, full information
regarding the number of shares sold at each separate price.
10 The price reported above is a weighted average price. These shares were
purchased/sold in multiple transactions at prices ranging from $0.0490 to
$0.0600, inclusive. The reporting persons will undertake to provide to the staff
of the Securities and Exchange Commission, upon request, full information
regarding the number of shares sold at each separate price.
11 The price reported above is a weighted average price. These shares were
purchased/sold in multiple transactions at prices ranging from $0.0740 to
$0.0795, inclusive. The reporting persons will undertake to provide to the staff
of the Securities and Exchange Commission, upon request, full information
regarding the number of shares sold at each separate price.
12 The price reported above is a weighted average price. These shares were
purchased/sold in multiple transactions at prices ranging from $0.0650 to
$0.1200, inclusive. The reporting persons will undertake to provide to the staff
of the Securities and Exchange Commission, upon request, full information
regarding the number of shares sold at each separate price.
13 The price reported above is a weighted average price. These shares were
purchased/sold in multiple transactions at prices ranging from $0.1153 to
$0.1200, inclusive. The reporting persons will undertake to provide to the staff
of the Securities and Exchange Commission, upon request, full information
regarding the number of shares sold at each separate price.
14 The price reported above is a weighted average price. These shares were
purchased/sold in multiple transactions at prices ranging from $0.1450 to
$0.1500, inclusive. The reporting persons will undertake to provide to the staff
of the Securities and Exchange Commission, upon request, full information
regarding the number of shares sold at each separate price.
15 The price reported above is a weighted average price. These shares were
purchased/sold in multiple transactions at prices ranging from $0.1670 to
$0.1700, inclusive. The reporting persons will undertake to provide to the staff
of the Securities and Exchange Commission, upon request, full information
regarding the number of shares sold at each separate price.
16 The price reported above is a weighted average price. These shares were
purchased/sold in multiple transactions at prices ranging from $0.3300 to
$0.3360, inclusive. The reporting persons will undertake to provide to the staff
of the Securities and Exchange Commission, upon request, full information
regarding the number of shares sold at each separate price.
* Excluding commissions.
TRANSACTIONS IN THE COMMON STOCK BY AURELIUS CONVERGENCE FUND DURING THE PAST 60
DAYS
Unless otherwise indicated, all trades were effected in the open market through
brokers.
Date of Transaction Shares Purchased (Sold) Price Per Share ($)*
------------------- ----------------------- -------------------
3/30/2010 590,974 0.0466(17)
3/31/2010 1,363,024 0.0588(18)
4/5/2010 46,242 0.0786(19)
4/5/2010 385,608 0.0914(20)
4/6/2010 32,636 0.1180
4/6/2010 44,874 0.1185(21)
4/7/2010 27,088 0.1492(22)
4/9/2010 (16,301) 0.3318(23)
17 The price reported above is a weighted average price. These shares were
purchased/sold in multiple transactions at prices ranging from $0.0410 to
$0.0500, inclusive. The reporting persons will undertake to provide to the staff
of the Securities and Exchange Commission, upon request, full information
regarding the number of shares sold at each separate price.
18 The price reported above is a weighted average price. These shares were
purchased/sold in multiple transactions at prices ranging from $0.0490 to
$0.0600, inclusive. The reporting persons will undertake to provide to the staff
of the Securities and Exchange Commission, upon request, full information
regarding the number of shares sold at each separate price.
19 The price reported above is a weighted average price. These shares were
purchased/sold in multiple transactions at prices ranging from $0.0740 to
$0.0795, inclusive. The reporting persons will undertake to provide to the staff
of the Securities and Exchange Commission, upon request, full information
regarding the number of shares sold at each separate price.
20 The price reported above is a weighted average price. These shares were
purchased/sold in multiple transactions at prices ranging from $0.0650 to
$0.1200, inclusive. The reporting persons will undertake to provide to the staff
of the Securities and Exchange Commission, upon request, full information
regarding the number of shares sold at each separate price.
21 The price reported above is a weighted average price. These shares were
purchased/sold in multiple transactions at prices ranging from $0.1153 to
$0.1200, inclusive. The reporting persons will undertake to provide to the staff
of the Securities and Exchange Commission, upon request, full information
regarding the number of shares sold at each separate price.
22 The price reported above is a weighted average price. These shares were
purchased/sold in multiple transactions at prices ranging from $0.1450 to
$0.1500, inclusive. The reporting persons will undertake to provide to the staff
of the Securities and Exchange Commission, upon request, full information
regarding the number of shares sold at each separate price.
23 The price reported above is a weighted average price. These shares were
purchased/sold in multiple transactions at prices ranging from $0.3300 to
$0.3360, inclusive. The reporting persons will undertake to provide to the staff
of the Securities and Exchange Commission, upon request, full information
regarding the number of shares sold at each separate price.
* Excluding commissions.
EXHIBIT 1
JOINT FILING STATEMENT
PURSUANT TO SECTION 240.13D-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule
13D is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13D shall be filed on behalf of each of
the undersigned without the necessity of filing additional joint filing
statements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the
information concerning him, her or it contained therein, but shall not be
responsible for the completeness and accuracy of the information concerning the
other entities or persons, except to the extent that he, she or it knows or has
reason to believe that such information is inaccurate.
Dated: April 15, 2010
AURELIUS CAPITAL PARTNERS, LP AURELIUS CAPITAL INTERNATIONAL, LTD.
By: Aurelius Capital GP, LLC, its By: Aurelius Capital Management, LP,
General Partner solely as investment manager and
not in its individual capacity
By: /s/ David Newman
-------------------- By: /s/ David Newman
Name: David Newman --------------------
Title: Chief Operating Officer Name: David Newman
Title: Chief Operating Officer
AURELIUS CONVERGENCE FUND, LTD. AURELIUS CAPITAL MANAGEMENT, LP
By: Aurelius Capital Management, LP,
solely as investment manager and By: /s/ David Newman
not in its individual capacity --------------------
Name: David Newman
By: /s/ David Newman Title: Chief Operating Officer
--------------------
Name: David Newman
Title: Chief Operating Officer
AURELIUS CAPITAL GP, LLC /s/ Mark D. Brodsky
-------------------
MARK D. BRODSKY
By: /s/ David Newman
--------------------
Name: David Newman
Title: Chief Operating Officer