Amended Statement of Ownership (sc 13g/a)
February 16 2016 - 5:01PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
|
SCHEDULE 13G/A |
|
Under the Securities Exchange Act of 1934 |
(Amendment No. 1)* |
|
State National
Companies, Inc. |
(Name of Issuer) |
|
Common Stock,
$0.001 par value |
(Title of Class of Securities) |
|
85711T305 |
(CUSIP Number) |
|
December
31, 2015 |
(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) |
ý |
Rule 13d-1(c) |
¨ |
Rule 13d-1(d) |
|
(Page 1 of 22 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. 85711T305 | 13G/A | Page 2 of 22 Pages |
1 |
NAME OF REPORTING PERSON
Centerbridge Credit 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
1,084,599 |
7 |
SOLE DISPOSITIVE POWER
-0- |
8 |
SHARED DISPOSITIVE POWER
1,084,599 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,084,599 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.48% |
12 |
TYPE OF REPORTING PERSON
PN |
|
|
|
|
|
CUSIP No. 85711T305 | 13G/A | Page 3 of 22 Pages |
1 |
NAME OF REPORTING PERSON
Centerbridge Credit Partners General Partner, 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
1,084,599 |
7 |
SOLE DISPOSITIVE POWER
-0- |
8 |
SHARED DISPOSITIVE POWER
1,084,599 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,084,599 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.48% |
12 |
TYPE OF REPORTING PERSON
PN |
|
|
|
|
|
CUSIP No. 85711T305 | 13G/A | Page 4 of 22 Pages |
1 |
NAME OF REPORTING PERSON
Centerbridge Credit Partners Master, 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
Cayman Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
6 |
SHARED VOTING POWER
1,957,783 |
7 |
SOLE DISPOSITIVE POWER
-0- |
8 |
SHARED DISPOSITIVE POWER
1,957,783 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,957,783 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.40% |
12 |
TYPE OF REPORTING PERSON
PN |
|
|
|
|
|
CUSIP No. 85711T305 | 13G/A | Page 5 of 22 Pages |
1 |
NAME OF REPORTING PERSON
Centerbridge Credit Partners Offshore General Partner,
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
1,957,783 |
7 |
SOLE DISPOSITIVE POWER
-0- |
8 |
SHARED DISPOSITIVE POWER
1,957,783 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,957,783 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.40% |
12 |
TYPE OF REPORTING PERSON
PN |
|
|
|
|
|
CUSIP No. 85711T305 | 13G/A | Page 6 of 22 Pages |
1 |
NAME OF REPORTING PERSON
Centerbridge Credit 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
3,042,382 |
7 |
SOLE DISPOSITIVE POWER
-0- |
8 |
SHARED DISPOSITIVE POWER
3,042,382 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,042,382 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.83% |
12 |
TYPE OF REPORTING PERSON
PN |
|
|
|
|
|
|
|
|
|
|
CUSIP No. 85711T305 | 13G/A | Page 7 of 22 Pages |
1 |
NAME OF REPORTING PERSON
Centerbridge Special Credit Partners II, 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
1,102,618 |
7 |
SOLE DISPOSITIVE POWER
-0- |
8 |
SHARED DISPOSITIVE POWER
1,102,618 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,102,618 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.48% |
12 |
TYPE OF REPORTING PERSON
PN |
|
|
|
|
|
CUSIP No. 85711T305 | 13G/A | Page 8 of 22 Pages |
1 |
NAME OF REPORTING PERSON
Centerbridge Special Credit Partners General Partner
II, 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
1,102,618 |
7 |
SOLE DISPOSITIVE POWER
-0- |
8 |
SHARED DISPOSITIVE POWER
1,102,618 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,102,618 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.48% |
12 |
TYPE OF REPORTING PERSON
PN |
|
|
|
|
|
CUSIP No. 85711T305 | 13G/A | Page 9 of 22 Pages |
1 |
NAME OF REPORTING PERSON
CSCP II 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
1,102,618 |
7 |
SOLE DISPOSITIVE POWER
-0- |
8 |
SHARED DISPOSITIVE POWER
1,102,618 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,102,618 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.48% |
12 |
TYPE OF REPORTING PERSON
PN |
|
|
|
|
|
CUSIP No. 85711T305 | 13G/A | Page 10 of 22 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
4,146,351 |
7 |
SOLE DISPOSITIVE POWER
-0- |
8 |
SHARED DISPOSITIVE POWER
4,146,351 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,146,351 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.37% |
12 |
TYPE OF REPORTING PERSON
IN |
|
|
|
|
|
CUSIP No. 85711T305 | 13G/A | Page 11 of 22 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
4,146,351 |
7 |
SOLE DISPOSITIVE POWER
-0- |
8 |
SHARED DISPOSITIVE POWER
4,146,351 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,146,351 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.37% |
12 |
TYPE OF REPORTING PERSON
IN |
|
|
|
|
|
CUSIP No. 85711T305 | 13G/A | Page 12 of 22 Pages |
Item 1(a). |
NAME OF ISSUER |
|
|
|
The name of the issuer is State National Companies, Inc. (the "Company"). |
Item 1(b). |
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES |
|
|
|
The Company's principal executive offices are located at 1900 L. Don Dodson Drive, Bedford, Texas 76021. |
Item 2(a). |
NAME OF PERSON FILING |
|
This statement is filed by: |
|
|
|
(i) |
Centerbridge Credit Partners, L.P., a Delaware limited partnership ("CCP"), with respect to the Common Stock (as defined in Item 2(d) below) beneficially owned by it; |
|
(ii) |
Centerbridge Credit Partners General Partner, L.P., a Delaware limited partnership ("CCPGP"), as general partner of CCP, with respect to the Common Stock beneficially owned by CCP; |
|
(iii) |
Centerbridge Credit Partners Master, L.P., a Cayman Islands exempted limited partnership ("CCPM"), with respect to the Common Stock beneficially owned by it; |
|
(iv) |
Centerbridge Credit Partners Offshore General Partner, L.P., a Delaware limited partnership ("CCPOGP"), with respect to the Common Stock beneficially owned by CCPM; |
|
(v) |
Centerbridge Credit Cayman GP, Ltd., a Cayman Islands exempted company ("CCCGP"), as general partner of CCPGP and CCPOGP, with respect to the Common Stock beneficially owned by CCP and CCPM; |
|
(vi) |
Centerbridge Special Credit Partners II, L.P., a Delaware limited partnership ("CSCP II"), with respect to the Common Stock beneficially owned by it; |
|
(vii) |
Centerbridge Special Credit Partners General Partner II, L.P., a Delaware limited partnership ("CSCPGP II"), as general partner of CSCP, with respect to the Common Stock beneficially owned by CSCP; |
|
(viii) |
CSCP II Cayman GP Ltd., a Cayman Islands exempted company
("CSCP II-CGP"), as general partner of CSCPGP II, with respect to the Common Stock beneficially owned by CSCP II; |
|
(ix) |
Mark T. Gallogly ("Mr. Gallogly"), who, indirectly, through various intermediate entities controls CCPGP, CCPOGP and CSCPGP II, with respect to the Common Stock beneficially owned by CCP, CCPM and CSCP II; and |
|
(x) |
Jeffrey H. Aronson ("Mr. Aronson"), who, indirectly, through various intermediate entities controls CCPGP, CCPOGP and CSCPGP II, with respect to the Common Stock beneficially owned by CCP, CCPM and CSCP II. |
|
|
|
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. 85711T305 | 13G/A | Page 13 of 22 Pages |
|
CCP, CCPGP, CCPOGP, CSCP II and CSCPGP II are limited partnerships organized under the laws of the State of Delaware. CCPM is an exempted limited partnership organized under the laws of the Cayman Islands. CCCGP and CSCP II-CGP are exempted companies organized under the laws of the Cayman Islands. Messrs. Gallogly and Aronson are citizens of the United States. |
Item 2(d). |
TITLE OF CLASS OF SECURITIES |
|
|
|
Common Stock, $0.001 par value (the "Common Stock"). |
Item 2(e). |
CUSIP NUMBER |
|
|
|
85711T305 |
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. 85711T305 | 13G/A | Page 14 of 22 Pages |
This Schedule 13G/A reports beneficial ownership of the Common Stock
beneficially owned by the Reporting Persons as of the date hereof.
|
A. |
Centerbridge Credit Partners, L.P., Centerbridge Credit Partners General Partner, L.P. and Centerbridge Credit Cayman GP, Ltd. |
|
|
|
(a) |
Amount beneficially owned: 1,084,599 |
|
|
|
(b) |
Percent of class: 2.48%. The percentages used herein and in the rest of Item 4 are calculated based upon the 44,488,190 Common Stock issued and outstanding as of November 12, 2015, as disclosed in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015 filed with the Securities and Exchange Commission on November 12, 2015. |
|
|
|
(c) |
(i) |
Sole power to vote or direct the vote: -0- |
|
|
|
|
(ii) |
Shared power to vote or direct the vote: 1,084,599 |
|
|
|
|
(iii) |
Sole power to dispose or direct the disposition: -0- |
|
|
|
|
(iv) |
Shared power to dispose or direct the disposition of: 1,084,599 |
|
|
CCP has the power to dispose of and the power to vote the Common Stock beneficially owned by it, which powers may also be exercised by CCPGP, its general partner, and CCCGP, the general partner of CCPGP. Neither CCPGP nor CCCGP directly owns any of the Common Stock. By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the Common Stock beneficially owned by CCP. However, none of the foregoing should be construed in and of itself as an admission by CCPGP or CCCGP or by any Reporting Person as to beneficial ownership of the Common Stock owned by another Reporting Person. In addition, each of CCPGP and CCCGP expressly disclaims beneficial ownership of the Common Stock owned by CCP. |
|
B. |
Centerbridge Credit Partners Master, L.P., Centerbridge Credit Partners Offshore General Partner, L.P. and Centerbridge Credit Cayman GP, Ltd. |
|
|
|
(a) |
Amount beneficially owned: 1,957,783 |
|
|
|
(b) |
Percent of class: 4.40% |
|
|
|
(c) |
(i) |
Sole power to vote or direct the vote: -0- |
|
|
|
|
(ii) |
Shared power to vote or direct the vote: 1,957,783 |
|
|
|
|
(iii) |
Sole power to dispose or direct the disposition: -0- |
|
|
|
|
(iv) |
Shared power to dispose or direct the disposition: 1,957,783
|
|
|
CCPM has the power to dispose of and the power to vote the Common Stock beneficially owned by it, which powers may also be exercised by CCPOGP, its general partner, and CCCGP, the general partner of CCPOGP. Neither CCPOGP nor CCCGP directly owns any of the Common Stock. By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the Common Stock beneficially owned by CCPM. However, none of the foregoing should be construed in and of itself as an admission by CCPOGP or CCCGP or by any Reporting Person as to beneficial ownership of Common Stock owned by another Reporting Person. In addition, each of CCPOGP and CCCGP expressly disclaims beneficial ownership of Common Stock owned by CCPM. |
|
|
|
CUSIP No. 85711T305 | 13G/A | Page 15 of 22 Pages |
|
C. |
Centerbridge Special Credit Partners II, L.P.,
Centerbridge Special Credit Partners General Partner II, L.P. and CSCP II Cayman GP Ltd. |
|
|
|
(a) |
Amount beneficially owned: 1,102,618 |
|
|
|
(b) |
Percent of class: 2.48% |
|
|
|
(c) |
(i) |
Sole power to vote or direct the vote: -0- |
|
|
|
|
(ii) |
Shared power to vote or direct the vote: 1,102,618 |
|
|
|
|
(iii) |
Sole power to dispose or direct the disposition: -0- |
|
|
|
|
(iv) |
Shared power to dispose or direct the disposition: 1,102,618
|
|
|
CSCP II has the power to dispose of and the power to vote the Common Stock beneficially owned by it, which powers may also be exercised by CSCPGP II, its general partner, and CSCP II-CGP, the general partner of CSCPGP II. Neither CSCPGP II nor CSCP II-CGP directly owns any of the Common Stock. By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the Common Stock beneficially owned by CSCP II. However, none of the foregoing should be construed in and of itself as an admission by CSCPGP II or CSCP II-CGP or by any Reporting Person as to beneficial ownership of Common Stock owned by another Reporting Person. In addition, each of CSCPGP II and CSCP II-CGP expressly disclaims beneficial ownership of Common Stock owned by CSCP II. |
|
|
D. |
Mark T. Gallogly and Jeffrey Aronson |
|
|
|
|
|
(a) |
Amount beneficially owned: 4,146,351 |
|
|
|
|
|
(b) |
Percent of class: 9.37% |
|
|
|
|
|
(c) |
(i) |
Sole power to vote or direct the vote: -0- |
|
|
|
|
|
|
(ii) |
Shared power to vote or direct the vote: 4,146,351 |
|
|
|
|
|
|
(iii) |
Sole power to dispose or direct the disposition: -0- |
|
|
|
|
|
|
(iv) |
Shared power to dispose or direct the disposition of: 4,146,351
|
|
|
|
|
Messrs. Gallogly and Aronson, whom, indirectly, through various intermediate entities, control CCPGP, CCPOGP and CSCPGP II, share power to vote the Common Stock beneficially owned by CCP, CCPM and CSCP II. Neither Mr. Gallogly nor Mr. Aronson directly owns any of the Common Stock. By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the Common Stock beneficially owned by CCP, CCPM and CSCP II. 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 Common Stock owned by another Reporting Person. In addition, each of Mr. Gallogly and Mr. Aronson expressly disclaims beneficial ownership of the Common Stock owned by any of CCP, CCPM and CSCP II. |
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|
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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. |
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|
CUSIP No. 85711T305 | 13G/A | Page 16 of 22 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. |
|
Each of the Reporting Persons hereby makes the following certification:
By signing below each of the Reporting Persons certifies that, to
the best of its or his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that purpose or effect. |
CUSIP No. 85711T305 | 13G/A | Page 17 of 22 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 16 , 2016
|
CENTERBRIDGE CREDIT PARTNERS, L.P.
By: Centerbridge Credit Partners
General Partner, L.P., its general partner
By: Centerbridge Credit Cayman GP, Ltd.,
its general partner
/s/ Jeffrey H. Aronson
-----------------------------------
Name: Jeffrey H. Aronson
Title: Authorized Signatory
|
|
CENTERBRIDGE CREDIT PARTNERS
GENERAL PARTNER, L.P.
By: Centerbridge Credit Cayman GP, Ltd.,
its general partner
/s/ Jeffrey H. Aronson
-----------------------------------
Name: Jeffrey H. Aronson
Title: Authorized Signatory
|
|
CENTERBRIDGE CREDIT PARTNERS
MASTER, L.P.
By: Centerbridge Credit Partners Offshore General Partner, L.P.,
its general partner
By: Centerbridge Credit Cayman GP, Ltd., its general partner
/s/ Jeffrey H. Aronson
-------------------------------------
Name: Jeffrey H. Aronson
Title: Authorized Signatory
|
CUSIP No. 85711T305 | 13G/A | Page 18 of 22 Pages |
|
CENTERBRIDGE CREDIT PARTNERS
OFFSHORE GENERAL PARTNER, L.P.
By: Centerbridge Credit 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 SPECIAL CREDIT PARTNERS II, L.P.
By: Centerbridge Special Credit
Partners General Partner II, L.P., its general partner
By: CSCP II Cayman GP Ltd.,
its general partner
/s/ Jeffrey H. Aronson
-----------------------------------
Name: Jeffrey H. Aronson
Title: Authorized Signatory
|
|
CENTERBRIDGE SPECIAL CREDIT
PARTNERS GENERAL PARTNER II, L.P.
By: CSCP II Cayman GP Ltd.,
its general partner
/s/ Jeffrey H. Aronson
-----------------------------------
Name: Jeffrey H. Aronson
Title: Authorized Signatory
|
|
CSCP II CAYMAN GP LTD.
/s/ Jeffrey H. Aronson
--------------------------------------
Name: Jeffrey H. Aronson
Title: Authorized Signatory |
CUSIP No. 85711T305 | 13G/A | Page 19 of 22 Pages |
|
MARK T. GALLOGLY
/s/ Mark T.
Gallogly
-------------------------------------
JEFFREY H.
ARONSON
/s/ Jeffrey
H. Aronson
------------------------------------- |
CUSIP No. 85711T305 | 13G/A | Page 20 of 22 Pages |
EXHIBIT 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned
acknowledge and agree that the foregoing statement on Schedule 13G/A is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13G/A 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 16, 2016
|
CENTERBRIDGE CREDIT PARTNERS, L.P.
By: Centerbridge Credit Partners
General Partner, L.P., its general partner
By: Centerbridge Credit Cayman GP, Ltd.,
its general partner
/s/ Jeffrey H. Aronson
-----------------------------------
Name: Jeffrey H. Aronson
Title: Authorized Signatory
|
|
CENTERBRIDGE CREDIT PARTNERS
GENERAL PARTNER, L.P.
By: Centerbridge Credit Cayman GP, Ltd.,
its general partner
/s/ Jeffrey H. Aronson
-----------------------------------
Name: Jeffrey H. Aronson
Title: Authorized Signatory
|
CUSIP No. 85711T305 | 13G/A | Page 21 of 22 Pages |
|
CENTERBRIDGE CREDIT PARTNERS
MASTER, L.P.
By: Centerbridge Credit Partners Offshore General Partner, L.P.,
its general partner
By: Centerbridge Credit Cayman GP, Ltd., its general partner
/s/ Jeffrey H. Aronson
-------------------------------------
Name: Jeffrey H. Aronson
Title: Authorized Signatory
|
|
CENTERBRIDGE CREDIT PARTNERS
OFFSHORE GENERAL PARTNER, L.P.
By: Centerbridge Credit 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 SPECIAL CREDIT PARTNERS II, L.P.
By: Centerbridge Special Credit
Partners General Partner II, L.P., its general partner
By: CSCP II Cayman GP Ltd.,
its general partner
/s/ Jeffrey H. Aronson
-----------------------------------
Name: Jeffrey H. Aronson
Title: Authorized Signatory
|
CUSIP No. 85711T305 | 13G/A | Page 22 of 22 Pages |
|
CENTERBRIDGE SPECIAL CREDIT
PARTNERS GENERAL PARTNER II, L.P.
By: CSCP II Cayman GP Ltd.,
its general partner
/s/ Jeffrey H. Aronson
-----------------------------------
Name: Jeffrey H. Aronson
Title: Authorized Signatory
|
|
CSCP II CAYMAN GP LTD.
/s/ Jeffrey H. Aronson
--------------------------------------
Name: Jeffrey H. Aronson
Title: Authorized Signatory |
|
MARK T. GALLOGLY
/s/ Mark T.
Gallogly
-------------------------------------
JEFFREY H.
ARONSON
/s/ Jeffrey
H. Aronson
------------------------------------- |
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