SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.   )*
 

American Renal Associates Holdings, Inc.

(Name of Issuer)
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

029227105

(CUSIP Number)
 

December 31, 2016

(Date of Event Which Requires Filing of This Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
ý Rule 13d-1(d)
 
(Page 1 of 16 Pages)

 

______________________________

*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 the disclosures provided in a prior cover page.

The information required in 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. 029227105

13G Page  2  of 16 Pages

 

1

NAME OF REPORTING PERSON

Centerbridge Capital Partners, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 		5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

16,893,850

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

16,893,850

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

16,893,850

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

54.7%

12

TYPE OF REPORTING PERSON

PN

         

 

 

 

CUSIP No. 029227105

13G Page  3  of 16 Pages

 

 

1

NAME OF REPORTING PERSON

Centerbridge Capital Partners Strategic, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 		5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

523,697

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

523,697

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

523,697

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.7%

12

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. 029227105

13G Page  4  of 16 Pages

 

 

1

NAME OF REPORTING PERSON

Centerbridge Associates, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 		5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

17,417,547

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

17,417,547

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

17,417,547

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

56.4%

12

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. 029227105

13G Page  5  of 16 Pages

 

 

1

NAME OF REPORTING PERSON

Centerbridge Cayman GP Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 		5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

17,417,547

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

17,417,547

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

17,417,547

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

56.4%

12

TYPE OF REPORTING PERSON

OO

         

 

CUSIP No. 029227105

13G Page  6  of 16 Pages

 

1

NAME OF REPORTING PERSON

Centerbridge Capital Partners SBS, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 		5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

198,289

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

198,289

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

198,289

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.6%

12

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. 029227105

13G Page  7  of 16 Pages

 

1

NAME OF REPORTING PERSON

CCP SBS GP, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 		5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

198,289

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

198,289

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

198,289

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.6%

12

TYPE OF REPORTING PERSON

OO

         

 

.

 

CUSIP No. 029227105

13G Page  8  of 16 Pages

 

1

NAME OF REPORTING PERSON

Mark T. Gallogly

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 		5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

17,615,836

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

17,615,836

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

17,615,836

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

57.1%

12

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 029227105

13G Page  9  of 16 Pages

 

 

1

NAME OF REPORTING PERSON

Jeffrey H. Aronson

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 		5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

17,615,836

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

17,615,836

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

17,615,836

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

57.1%

12

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 029227105

13G Page  10  of 16 Pages

 

 

Item 1(a). NAME OF ISSUER
   
  The name of the issuer is American Renal Associates Holdings, Inc. (the " Company ").

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
   
  The Company's principal executive offices are located at 500 Cummings Center, Suite 6550, Beverly, Massachusetts 01915.

 

Item 2(a). NAME OF PERSON FILING

 

  This statement is filed by:
   
  (i) Centerbridge Capital Partners, L.P., a Delaware limited partnership (" CCP I "), with respect to the Common Stock (as defined in Item 2(d) below) beneficially owned by it;
  (ii) Centerbridge Capital Partners Strategic, L.P., a Delaware limited partnership (" CCP I Strategic "), with respect to the Common Stock beneficially owned by it;
  (iii) Centerbridge Associates, L.P., a Delaware limited partnership (" Centerbridge Associates "), as general partner of CCP I and CCP I Strategic, with respect to the Common Stock beneficially owned by CCP I and CCP I Strategic;
  (iv) Centerbridge Cayman GP Ltd., a Cayman Islands exempted company (" Cayman GP "), as general partner of Centerbridge Associates, with respect to the Common Stock beneficially owned by CCP I and CCP I Strategic;
  (v) Centerbridge Capital Partners SBS, L.P., a Delaware limited partnership (" SBS I "), with respect to the Common Stock beneficially owned by it;
  (vi) CCP SBS GP, LLC, Delaware limited liability company (" SBS GP "), as general partner of SBS I, with respect to the Common Stock beneficially owned by SBS I;
  (vii) Mark T. Gallogly (" Mr. Gallogly "), indirectly, through various intermediate entities control each of CCP I, CCP I Strategic and SBS I (collectively, the " Centerbridge Funds "),  with respect to the Common Stock beneficially owned by the Centerbridge Funds; and
  (viii) Jeffrey H. Aronson (" Mr. Aronson "), indirectly, through various intermediate entities control each of the Centerbridge Funds, with respect to the Common Stock beneficially owned by the Centerbridge Funds.
   
  The foregoing persons are hereinafter sometimes collectively referred to as the " Reporting Persons ."  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE

 

  The address of the business office of each of the Reporting Persons is 375 Park Avenue, 12th Floor, New York, NY 10152.

 

CUSIP No. 029227105

13G Page  11  of 16 Pages

 

Item 2(c). CITIZENSHIP

  

  CCP I, CCP I Strategic, Centerbridge Associates and SBS I are limited partnerships organized under the laws of the State of Delaware.  Cayman GP is an exempted company organized under the laws of the Cayman Islands.  SBS GP is a limited liability company organized under the laws of the State of Delaware.  Messrs. Gallogly and Aronson are citizens of the United States .

 

Item 2(d). TITLE OF CLASS OF SECURITIES
   
  Common Stock, par value $0.01 per share (the " Common Stock ").

 

Item 2(e). CUSIP NUMBER
   
  029227105

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
  (g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
  (h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
  (i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

  If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _______________________________________

 

 

CUSIP No. 029227105

13G Page  12  of 16 Pages

 

Item 4. OWNERSHIP

 

This Schedule 13G reports beneficial ownership of the shares of Common Stock beneficially owned by the Reporting Persons as of the date hereof.

 

  A. Centerbridge Capital Partners, L.P.
      (a) Amount beneficially owned: 16,893,850
      (b) Percent of class:  54.7%  The percentages used herein and in the rest of this Schedule 13G are calculated based upon the 30,868,050 shares of Common Stock issued and outstanding as reported to be outstanding as of November 9, 2016, as disclosed in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016 filed by the Company with the Securities Exchange Commission on November 10, 2016.
      (c) (i) Sole power to vote or direct the vote:  -0-
        (ii) Shared power to vote or direct the vote: 16,893,850
        (iii) Sole power to dispose or direct the disposition:  -0-
        (iv) Shared power to dispose or direct the disposition:  16,893,850
    CCP I has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which powers may also be exercised by Centerbridge Associates, its general partner, and Cayman GP , the general partner of Centerbridge Associates.  Neither Centerbridge Associates nor Cayman GP directly owns any of the shares of Common Stock.  By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the shares of Common Stock beneficially owned by CCP I.  However, none of the foregoing should be construed in and of itself as an admission by Centerbridge Associates or Cayman GP or by any Reporting Person as to beneficial ownership of the shares of Common Stock owned by another Reporting Person.  In addition, each of Centerbridge Associates and Cayman GP expressly disclaims beneficial ownership of the shares of Common Stock owned by CCP I.

 

  B. Centerbridge Capital Partners Strategic, L.P
      (a) Amount beneficially owned: 523,697
      (b) Percent of class:  1.7%
      (c) (i) Sole power to vote or direct the vote:  -0-
        (ii) Shared power to vote or direct the vote: 523,697
        (iii) Sole power to dispose or direct the disposition:  -0-
        (iv) Shared power to dispose or direct the disposition:  523,697
    CCP I Strategic has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which powers may also be exercised by Centerbridge Associates, its general partner, and Cayman GP , the general partner of Centerbridge Associates.  Neither Centerbridge Associates nor Cayman GP directly owns any of the shares of Common Stock.  By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the shares of Common Stock beneficially owned by CCP I Strategic.  However, none of the foregoing should be construed in and of itself as an admission by Centerbridge Associates or Cayman GP or by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person.  In addition, each of Centerbridge Associates and Cayman GP expressly disclaims beneficial ownership of shares of Common Stock owned by CCP I Strategic .

 

  C. Centerbridge Associates, L.P. and Centerbridge Credit Cayman GP Ltd.
      (a) Amount beneficially owned: 17,417,547
      (b) Percent of class:  56.4%
      (c) (i) Sole power to vote or direct the vote:  -0-
        (ii) Shared power to vote or direct the vote:  17,417,547
        (iii) Sole power to dispose or direct the disposition:  -0-
        (iv) Shared power to dispose or direct the disposition: 17,417,547

 

CUSIP No. 029227105

13G Page  13  of 16 Pages

 

    Neither Centerbridge Associates nor Cayman GP do not directly own any of the shares of Common Stock.  Centerbridge Associates, as general partner of CCP I and CCP I Strategic, has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by CCP I and CCP I Strategic , which powers may also be exercised by Cayman GP, the general partner of Centerbridge Associates.  By reason of the provisions of Rule 13d-3 of the Act, Centerbridge Associates and Cayman GP may be deemed to beneficially own the shares of Common Stock beneficially owned by CCP I and CCP I Strategic .  However, none of the foregoing should be construed in and of itself as an admission by Centerbridge Associates or Cayman GP or by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person.  In addition, each of Centerbridge Associates and Cayman GP expressly disclaims beneficial ownership of shares of Common Stock owned by CCP I and CCP I Strategic .

 

  D. Centerbridge Capital Partners SBS, L.P. and CCP SBS GP, LLC
      (a) Amount beneficially owned: 198,289
      (b) Percent of class:  0.6%
      (c) (i) Sole power to vote or direct the vote:  -0-
        (ii) Shared power to vote or direct the vote:  198,289
        (iii) Sole power to dispose or direct the disposition:  -0-
        (iv) Shared power to dispose or direct the disposition:  198,289
    SBS I has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which powers may also be exercised by SBS GP, its general partner.  SBS GP does not directly owns any of the shares of Common Stock.  By reason of the provisions of Rule 13d-3 of the Act, SBS GP may be deemed to beneficially own the shares of Common Stock beneficially owned by SBS I.  However, none of the foregoing should be construed in and of itself as an admission by SBS GP or by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person.  In addition, SBS GP expressly disclaims beneficial ownership of shares of Common Stock owned by SBS I .

 

  E. Mark T. Gallogly and Jeffrey Aronson
      (a) Amount beneficially owned:  17,615,836
      (b) Percent of class: 57.1%  
      (c) (i) Sole power to vote or direct the vote:  -0-
        (ii) Shared power to vote or direct the vote:  17,615,836
        (iii) Sole power to dispose or direct the disposition:  -0-
        (iv) Shared power to dispose or direct the disposition of: 17,615,836
    Messrs. Gallogly and Aronson, indirectly, through various intermediate entities control each of the Centerbridge Funds.  Neither Mr. Gallogly nor Mr. Aronson directly owns any of the shares of Common Stock.  By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the shares of Common Stock beneficially owned by the Centerbridge Funds .  However, none of the foregoing should be construed in and of itself as an admission by Messrs. Gallogly or Aronson or by any Reporting Person as to beneficial ownership of the shares of Common Stock owned by another Reporting Person.  In addition, each of Mr. Gallogly and Mr. Aronson expressly disclaims beneficial ownership of the shares of Common Stock owned by any of the Centerbridge Funds.

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  Not applicable.

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   
  Not applicable.

 

 

CUSIP No. 029227105

13G Page  14  of 16 Pages

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
   
  Not applicable.

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
   
  Not applicable.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP
   
  Not applicable.

 

Item 10. CERTIFICATION

 

  Not applicable.

 

 

CUSIP No. 029227105

13G Page  15  of 16 Pages

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATED: February 9, 2017

 

 

CENTERBRIDGE CAPITAL PARTNERS, L.P.

 

By: Centerbridge Associates, L.P., its general partner

 

By: Centerbridge Cayman GP Ltd., its general partner

 

/s/ Jeffrey H. Aronson

-----------------------------------

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

 

CENTERBRIDGE CAPITAL PARTNERS STRATEGIC, L.P.

 

By: Centerbridge Associates, L.P., its general partner

 

By: Centerbridge Cayman GP Ltd., its general partner

 

By: /s/ Jeffrey H. Aronson

-----------------------------------

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

 

CENTERBRIDGE ASSOCIATES, L.P.

 

By: Centerbridge Cayman GP Ltd., its general partner

 

/s/ Jeffrey H. Aronson

-----------------------------------

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

 

CENTERBRIDGE CREDIT CAYMAN GP LTD.

 

/s/ Jeffrey H. Aronson

-----------------------------------

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

 

 

 

CENTERBRIDGE CAPITAL PARTNERS SBS, L.P.

 

 

By: CPC SBS, LLC, its general partner

 

/s/ Jeffrey H. Aronson

-------------------------------------

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

 

CPC SBS, LLC

 

By: /s/ Jeffrey H. Aronson

-----------------------------------

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

 

/ s/ Mark T. Gallogly

-------------------------------------

MARK T. GALLOGLY

 

/ s/Jeffrey H. Aronson

-------------------------------

JEFFREY H. ARONSON

 

CUSIP No. 029227105

13G Page  16  of 16 Pages

 

EXHIBIT 1

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. 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 or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATED: February 9, 2017

 

 

CENTERBRIDGE CAPITAL PARTNERS, L.P.

 

By: Centerbridge Associates, L.P., its general partner

 

By: Centerbridge Cayman GP Ltd., its general partner

 

/s/ Jeffrey H. Aronson

-----------------------------------

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

 

CENTERBRIDGE CAPITAL PARTNERS STRATEGIC, L.P.

 

By: Centerbridge Associates, L.P., its general partner

 

By: Centerbridge Cayman GP Ltd., its general partner

 

By: /s/ Jeffrey H. Aronson

-----------------------------------

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

 

CENTERBRIDGE ASSOCIATES, L.P.

 

By: Centerbridge Cayman GP Ltd., its general partner

 

/s/ Jeffrey H. Aronson

-----------------------------------

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

 

 

 

 

CENTERBRIDGE CREDIT CAYMAN GP LTD.

 

/s/ Jeffrey H. Aronson

-----------------------------------

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

 

CENTERBRIDGE CAPITAL PARTNERS SBS, L.P.

 

 

By: CPC SBS, LLC, its general partner

 

/s/ Jeffrey H. Aronson

-------------------------------------

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

 

CPC SBS, LLC

 

By: /s/ Jeffrey H. Aronson

-----------------------------------

Name: Jeffrey H. Aronson

Title: Authorized Signatory

 

 

/ s/ Mark T. Gallogly

-------------------------------------

MARK T. GALLOGLY

 

/ s/Jeffrey H. Aronson

-------------------------------

JEFFREY H. ARONSON

 

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