WALKER & DUNLOP, INC.
|
(Name of Issuer)
|
Common Stock, par value $0.01 per share
|
(Title of Class of Securities)
|
||
93148P102
|
||
(CUSIP Number)
|
Fortress Investment Group LLC
1345 Avenue of the Americas, 46th Floor
New York, NY 10105
Attention: Michael J. Cohn
Tel: 212-798-6100
Fax: 212-798-6075
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
Copy to:
Sidley Austin LLP
787 Seventh Avenue
New York, NY 10019
Attention: Istvan Hajdu
Tel: (212) 839-5300
Fax: (212) 839-5599
|
November 25, 2014
|
||
(Date of Event which Requires Filing of this Statement)
|
Cusip No. 93148P102
|
|
Page 2 of Pages 56 |
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Fortress Credit Opportunities Fund (A) LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☒ - Joint Filing
|
3
|
SEC USE ONLY
|
|
4.
|
SOURCES OF FUNDS*
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
1,649,307
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
1,649,307
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,649,307
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0% (BASED UPON 32,987,696 SHARES OUTSTANDING AS REPORTED BY THE COMPANY IN A PROSPECTUS SUPPLEMENT ON FORM 424B7 FILED NOVEMBER 20, 2014)
|
|
14.
|
TYPE OF REPORTING PERSON*
PN
|
Cusip No. 93148P102
|
|
Page 3 of Pages 56 |
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Fortress Credit Opportunities Fund II (A) LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☒ - Joint Filing
|
3
|
SEC USE ONLY
|
|
4.
|
SOURCES OF FUNDS*
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
1,099,537
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
1,099,537
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,099,537
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3% (BASED UPON 32,987,696 SHARES OUTSTANDING AS REPORTED BY THE COMPANY IN A PROSPECTUS SUPPLEMENT ON FORM 424B7 FILED NOVEMBER 20, 2014)
|
|
14.
|
TYPE OF REPORTING PERSON*
PN
|
Cusip No. 93148P102
|
|
Page 4 of Pages 56 |
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Fortress Credit Opportunities Fund II (E) LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☒ - Joint Filing
|
3
|
SEC USE ONLY
|
|
4.
|
SOURCES OF FUNDS*
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
1,099,537
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
1,099,537
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,099,537
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3% (BASED UPON 32,987,696 SHARES OUTSTANDING AS REPORTED BY THE COMPANY IN A PROSPECTUS SUPPLEMENT ON FORM 424B7 FILED NOVEMBER 20, 2014)
|
|
14.
|
TYPE OF REPORTING PERSON*
PN
|
Cusip No. 93148P102
|
|
Page 5 of Pages 56 |
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
FCO MA II UB Securities LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☒ - Joint Filing
|
3
|
SEC USE ONLY
|
|
4.
|
SOURCES OF FUNDS*
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
549,769
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
549,769
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
549,769
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7% (BASED UPON 32,987,696 SHARES OUTSTANDING AS REPORTED BY THE COMPANY IN A PROSPECTUS SUPPLEMENT ON FORM 424B7 FILED NOVEMBER 20, 2014)
|
|
14.
|
TYPE OF REPORTING PERSON*
OO
|
Cusip No. 93148P102
|
|
Page 6 of Pages 56 |
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
FCO MA II LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☒- Joint Filing
|
3
|
SEC USE ONLY
|
|
4.
|
SOURCES OF FUNDS*
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
549,769
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
549,769
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
549,769
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7% (BASED UPON 32,987,696 SHARES OUTSTANDING AS REPORTED BY THE COMPANY IN A PROSPECTUS SUPPLEMENT ON FORM 424B7 FILED NOVEMBER 20, 2014)
|
|
14.
|
TYPE OF REPORTING PERSON*
PN
|
Cusip No. 93148P102
|
|
Page 7 of Pages 56 |
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
FCO MA LSS LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☒- Joint Filing
|
3
|
SEC USE ONLY
|
|
4.
|
SOURCES OF FUNDS*
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
137,443
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
137,443
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
137,443
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4% (BASED UPON 32,987,696 SHARES OUTSTANDING AS REPORTED BY THE COMPANY IN A PROSPECTUS SUPPLEMENT ON FORM 424B7 FILED NOVEMBER 20, 2014)
|
|
14.
|
TYPE OF REPORTING PERSON*
PN
|
Cusip No. 93148P102
|
|
Page 8 of Pages 56 |
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Fortress Credit Opportunities Fund (B) LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☒- Joint Filing
|
3
|
SEC USE ONLY
|
|
4.
|
SOURCES OF FUNDS*
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
1,649,307
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
1,649,307
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,649,307
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0% (BASED UPON 32,987,696 SHARES OUTSTANDING AS REPORTED BY THE COMPANY IN A PROSPECTUS SUPPLEMENT ON FORM 424B7 FILED NOVEMBER 20, 2014)
|
|
14.
|
TYPE OF REPORTING PERSON*
PN
|
Cusip No. 93148P102
|
|
Page 9 of Pages 56 |
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Fortress Credit Opportunities Fund (C) L.P.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☒- Joint Filing
|
3
|
SEC USE ONLY
|
|
4.
|
SOURCES OF FUNDS*
OO
|
|
5.
|
CHECK BOX 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
1,649,307
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
1,649,307
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,649,307
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0% (BASED UPON 32,987,696 SHARES OUTSTANDING AS REPORTED BY THE COMPANY IN A PROSPECTUS SUPPLEMENT ON FORM 424B7 FILED NOVEMBER 20, 2014)
|
|
14.
|
TYPE OF REPORTING PERSON*
PN
|
Cusip No. 93148P102
|
|
Page 10 of Pages 56 |
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Fortress Credit Opportunities Fund II (B) LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☒- Joint Filing
|
3
|
SEC USE ONLY
|
|
4.
|
SOURCES OF FUNDS*
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
1,099,537
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
1,099,537
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,099,537
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3% (BASED UPON 32,987,696 SHARES OUTSTANDING AS REPORTED BY THE COMPANY IN A PROSPECTUS SUPPLEMENT ON FORM 424B7 FILED NOVEMBER 20, 2014)
|
|
14.
|
TYPE OF REPORTING PERSON*
PN
|
Cusip No. 93148P102
|
|
Page 11 of Pages 56 |
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Fortress Credit Opportunities Fund II (C) L.P.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☒- Joint Filing
|
3
|
SEC USE ONLY
|
|
4.
|
SOURCES OF FUNDS*
OO
|
|
5.
|
CHECK BOX 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
1,099,537
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
1,099,537
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,099,537
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3% (BASED UPON 32,987,696 SHARES OUTSTANDING AS REPORTED BY THE COMPANY IN A PROSPECTUS SUPPLEMENT ON FORM 424B7 FILED NOVEMBER 20, 2014)
|
|
14.
|
TYPE OF REPORTING PERSON*
PN
|
Cusip No. 93148P102
|
|
Page 12 of Pages 56 |
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Fortress Credit Opportunities Fund II (D) L.P.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☒- Joint Filing
|
3
|
SEC USE ONLY
|
|
4.
|
SOURCES OF FUNDS*
OO
|
|
5.
|
CHECK BOX 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
1,099,537
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
1,099,537
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,099,537
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3% (BASED UPON 32,987,696 SHARES OUTSTANDING AS REPORTED BY THE COMPANY IN A PROSPECTUS SUPPLEMENT ON FORM 424B7 FILED NOVEMBER 20, 2014)
|
|
14.
|
TYPE OF REPORTING PERSON*
PN
|
Cusip No. 93148P102
|
|
Page 13 of Pages 56 |
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
FTS SIP L.P.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☒- Joint Filing
|
3
|
SEC USE ONLY
|
|
4.
|
SOURCES OF FUNDS*
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Jersey
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
687,211
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
687,211
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
687,211
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1% (BASED UPON 32,987,696 SHARES OUTSTANDING AS REPORTED BY THE COMPANY IN A PROSPECTUS SUPPLEMENT ON FORM 424B7 FILED NOVEMBER 20, 2014)
|
|
14.
|
TYPE OF REPORTING PERSON*
PN
|
Cusip No. 93148P102
|
|
Page 14 of Pages 56 |
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
FCO Fund GP LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☒- Joint Filing
|
3
|
SEC USE ONLY
|
|
4.
|
SOURCES OF FUNDS*
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
1,649,307 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
1,649,307 (1)
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,649,307 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0% (BASED UPON 32,987,696 SHARES OUTSTANDING AS REPORTED BY THE COMPANY IN A PROSPECTUS SUPPLEMENT ON FORM 424B7 FILED NOVEMBER 20, 2014)
|
|
14.
|
TYPE OF REPORTING PERSON*
OO
|
Cusip No. 93148P102
|
|
Page 15 of Pages 56 |
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
FCO Fund II GP LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☒- Joint Filing
|
3
|
SEC USE ONLY
|
|
4.
|
SOURCES OF FUNDS*
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
1,099,537 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
1,099,537 (1)
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,099,537 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3% (BASED UPON 32,987,696 SHARES OUTSTANDING AS REPORTED BY THE COMPANY IN A PROSPECTUS SUPPLEMENT ON FORM 424B7 FILED NOVEMBER 20, 2014)
|
|
14.
|
TYPE OF REPORTING PERSON*
OO
|
Cusip No. 93148P102
|
|
Page 16 of Pages 56 |
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
FCO MA GP LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☒- Joint Filing
|
3
|
SEC USE ONLY
|
|
4.
|
SOURCES OF FUNDS*
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
687,211 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
687,211 (1)
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
687,211 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1% (BASED UPON 32,987,696 SHARES OUTSTANDING AS REPORTED BY THE COMPANY IN A PROSPECTUS SUPPLEMENT ON FORM 424B7 FILED NOVEMBER 20, 2014)
|
|
14.
|
TYPE OF REPORTING PERSON*
OO
|
Cusip No. 93148P102
|
|
Page 17 of Pages 56 |
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
FCO MA II GP LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☒- Joint Filing
|
3
|
SEC USE ONLY
|
|
4.
|
SOURCES OF FUNDS*
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
549,769 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
549,769 (1)
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
549,769 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7% (BASED UPON 32,987,696 SHARES OUTSTANDING AS REPORTED BY THE COMPANY IN A PROSPECTUS SUPPLEMENT ON FORM 424B7 FILED NOVEMBER 20, 2014)
|
|
14.
|
TYPE OF REPORTING PERSON*
OO
|
Cusip No. 93148P102
|
|
Page 18 of Pages 56 |
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
FCO MA LSS GP LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☒- Joint Filing
|
3
|
SEC USE ONLY
|
|
4.
|
SOURCES OF FUNDS*
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
137,443 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
137,443 (1)
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
137,443 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4% (BASED UPON 32,987,696 SHARES OUTSTANDING AS REPORTED BY THE COMPANY IN A PROSPECTUS SUPPLEMENT ON FORM 424B7 FILED NOVEMBER 20, 2014)
|
|
14.
|
TYPE OF REPORTING PERSON*
OO
|
Cusip No. 93148P102
|
|
Page 19 of Pages 56 |
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Fortress Credit Opportunities Advisors LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☒- Joint Filing
|
3
|
SEC USE ONLY
|
|
4.
|
SOURCES OF FUNDS*
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
2,748,844 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
2,748,844 (1)
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,748,844 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3% (BASED UPON 32,987,696 SHARES OUTSTANDING AS REPORTED BY THE COMPANY IN A PROSPECTUS SUPPLEMENT ON FORM 424B7 FILED NOVEMBER 20, 2014)
|
|
14.
|
TYPE OF REPORTING PERSON*
OO
|
Cusip No. 93148P102
|
|
Page 20 of Pages 56 |
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Fortress Credit Opportunities MA Advisors LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☒- Joint Filing
|
3
|
SEC USE ONLY
|
|
4.
|
SOURCES OF FUNDS*
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
687,211 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
687,211 (1)
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
687,211 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1% (BASED UPON 32,987,696 SHARES OUTSTANDING AS REPORTED BY THE COMPANY IN A PROSPECTUS SUPPLEMENT ON FORM 424B7 FILED NOVEMBER 20, 2014)
|
|
14.
|
TYPE OF REPORTING PERSON*
OO
|
Cusip No. 93148P102
|
|
Page 21 of Pages 56 |
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Fortress Credit Opportunities MA II Advisors LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☒- Joint Filing
|
3
|
SEC USE ONLY
|
|
4.
|
SOURCES OF FUNDS*
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
549,769 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
549,769 (1)
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
549,769 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7% (BASED UPON 32,987,696 SHARES OUTSTANDING AS REPORTED BY THE COMPANY IN A PROSPECTUS SUPPLEMENT ON FORM 424B7 FILED NOVEMBER 20, 2014)
|
|
14.
|
TYPE OF REPORTING PERSON*
OO
|
Cusip No. 93148P102
|
|
Page 22 of Pages 56 |
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
FCO MA LSS Advisors LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☒- Joint Filing
|
3
|
SEC USE ONLY
|
|
4.
|
SOURCES OF FUNDS*
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
137,443 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
137,443 (1)
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
137,443 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4% (BASED UPON 32,987,696 SHARES OUTSTANDING AS REPORTED BY THE COMPANY IN A PROSPECTUS SUPPLEMENT ON FORM 424B7 FILED NOVEMBER 20, 2014)
|
|
14.
|
TYPE OF REPORTING PERSON*
OO
|
Cusip No. 93148P102
|
|
Page 23 of Pages 56 |
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
FCOF UB Investments LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☒- Joint Filing
|
3
|
SEC USE ONLY
|
|
4.
|
SOURCES OF FUNDS*
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
1,649,307
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
1,649,307
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,649,307
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0% (BASED UPON 32,987,696 SHARES OUTSTANDING AS REPORTED BY THE COMPANY IN A PROSPECTUS SUPPLEMENT ON FORM 424B7 FILED NOVEMBER 20, 2014)
|
|
14.
|
TYPE OF REPORTING PERSON*
OO
|
Cusip No. 93148P102
|
|
Page 24 of Pages 56 |
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
FCOF II UB Investments LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☒- Joint Filing
|
3
|
SEC USE ONLY
|
|
4.
|
SOURCES OF FUNDS*
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
1,099,537
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
1,099,537
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,099,537
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3% (BASED UPON 32,987,696 SHARES OUTSTANDING AS REPORTED BY THE COMPANY IN A PROSPECTUS SUPPLEMENT ON FORM 424B7 FILED NOVEMBER 20, 2014)
|
|
14.
|
TYPE OF REPORTING PERSON*
OO
|
Cusip No. 93148P102
|
|
Page 25 of Pages 56 |
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
FIF V WD LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☒- Joint Filing
|
3
|
SEC USE ONLY
|
|
4.
|
SOURCES OF FUNDS*
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
4,123,267
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
4,123,267
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,123,267
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5% (BASED UPON 32,987,696 SHARES OUTSTANDING AS REPORTED BY THE COMPANY IN A PROSPECTUS SUPPLEMENT ON FORM 424B7 FILED NOVEMBER 20, 2014)
|
|
14.
|
TYPE OF REPORTING PERSON*
PN
|
Cusip No. 93148P102
|
|
Page 26 of Pages 56 |
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Fortress Investment Fund V (Fund A) L.P.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☒- Joint Filing
|
3
|
SEC USE ONLY
|
|
4.
|
SOURCES OF FUNDS*
OO
|
|
5.
|
CHECK BOX 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
4,123,267
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
4,123,267
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,123,267
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5% (BASED UPON 32,987,696 SHARES OUTSTANDING AS REPORTED BY THE COMPANY IN A PROSPECTUS SUPPLEMENT ON FORM 424B7 FILED NOVEMBER 20, 2014)
|
|
14.
|
TYPE OF REPORTING PERSON*
PN
|
Cusip No. 93148P102
|
|
Page 27 of Pages 56 |
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Fortress Investment Fund V (Fund D) L.P.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☒- Joint Filing
|
3
|
SEC USE ONLY
|
|
4.
|
SOURCES OF FUNDS*
OO
|
|
5.
|
CHECK BOX 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
4,123,267
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
4,123,267
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,123,267
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5% (BASED UPON 32,987,696 SHARES OUTSTANDING AS REPORTED BY THE COMPANY IN A PROSPECTUS SUPPLEMENT ON FORM 424B7 FILED NOVEMBER 20, 2014)
|
|
14.
|
TYPE OF REPORTING PERSON*
PN
|
Cusip No. 93148P102
|
|
Page 28 of Pages 56 |
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Fortress Investment Fund V (Fund E) L.P.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☒- Joint Filing
|
3
|
SEC USE ONLY
|
|
4.
|
SOURCES OF FUNDS*
OO
|
|
5.
|
CHECK BOX 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
4,123,267
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
4,123,267
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,123,267
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5% (BASED UPON 32,987,696 SHARES OUTSTANDING AS REPORTED BY THE COMPANY IN A PROSPECTUS SUPPLEMENT ON FORM 424B7 FILED NOVEMBER 20, 2014)
|
|
14.
|
TYPE OF REPORTING PERSON*
PN
|
Cusip No. 93148P102
|
|
Page 29 of 56 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Fortress Investment Fund V (Fund B) L.P.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☒- Joint Filing
|
3
|
SEC USE ONLY
|
|
4.
|
SOURCES OF FUNDS*
OO
|
|
5.
|
CHECK BOX 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
4,123,267
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
4,123,267
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,123,267
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5% (BASED UPON 32,987,696 SHARES OUTSTANDING AS REPORTED BY THE COMPANY IN A PROSPECTUS SUPPLEMENT ON FORM 424B7 FILED NOVEMBER 20, 2014)
|
|
14.
|
TYPE OF REPORTING PERSON*
PN
|
Cusip No. 93148P102
|
|
Page 30 of 56 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Fortress Investment Fund V (Fund C) L.P.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☒- Joint Filing
|
3
|
SEC USE ONLY
|
|
4.
|
SOURCES OF FUNDS*
OO
|
|
5.
|
CHECK BOX 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
4,123,267
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
4,123,267
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,123,267
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5% (BASED UPON 32,987,696 SHARES OUTSTANDING AS REPORTED BY THE COMPANY IN A PROSPECTUS SUPPLEMENT ON FORM 424B7 FILED NOVEMBER 20, 2014)
|
|
14.
|
TYPE OF REPORTING PERSON*
PN
|
Cusip No. 93148P102
|
|
Page 31 of 56 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Fortress Investment Fund V (Fund F) L.P.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☒- Joint Filing
|
3
|
SEC USE ONLY
|
|
4.
|
SOURCES OF FUNDS*
OO
|
|
5.
|
CHECK BOX 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
4,123,267
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
4,123,267
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,123,267
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5% (BASED UPON 32,987,696 SHARES OUTSTANDING AS REPORTED BY THE COMPANY IN A PROSPECTUS SUPPLEMENT ON FORM 424B7 FILED NOVEMBER 20, 2014)
|
|
14.
|
TYPE OF REPORTING PERSON*
PN
|
Cusip No. 93148P102
|
|
Page 32 of 56 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Fortress Investment Fund V (Fund G) L.P.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☒- Joint Filing
|
3
|
SEC USE ONLY
|
|
4.
|
SOURCES OF FUNDS*
OO
|
|
5.
|
CHECK BOX 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
4,123,267
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
4,123,267
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,123,267
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5% (BASED UPON 32,987,696 SHARES OUTSTANDING AS REPORTED BY THE COMPANY IN A PROSPECTUS SUPPLEMENT ON FORM 424B7 FILED NOVEMBER 20, 2014)
|
|
14.
|
TYPE OF REPORTING PERSON*
PN
|
Cusip No. 93148P102
|
|
Page 33 of 56 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Fortress Fund V GP L.P.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☒- Joint Filing
|
3
|
SEC USE ONLY
|
|
4.
|
SOURCES OF FUNDS*
OO
|
|
5.
|
CHECK BOX 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
4,123,267 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
4,123,267 (1)
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,123,267 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5% (BASED UPON 32,987,696 SHARES OUTSTANDING AS REPORTED BY THE COMPANY IN A PROSPECTUS SUPPLEMENT ON FORM 424B7 FILED NOVEMBER 20, 2014)
|
|
14.
|
TYPE OF REPORTING PERSON*
PN
|
Cusip No. 93148P102
|
|
Page 34 of 56 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Fortress Fund V GP (BCF) L.P.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☒- Joint Filing
|
3
|
SEC USE ONLY
|
|
4.
|
SOURCES OF FUNDS*
OO
|
|
5.
|
CHECK BOX 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
4,123,267 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
4,123,267 (1)
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,123,267 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5% (BASED UPON 32,987,696 SHARES OUTSTANDING AS REPORTED BY THE COMPANY IN A PROSPECTUS SUPPLEMENT ON FORM 424B7 FILED NOVEMBER 20, 2014)
|
|
14.
|
TYPE OF REPORTING PERSON*
PN
|
Cusip No. 93148P102
|
|
Page 35 of 56 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
FIG LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☒- Joint Filing
|
3
|
SEC USE ONLY
|
|
4.
|
SOURCES OF FUNDS*
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
8,246,534 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
8,246,534 (1)
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,246,534 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.0% (BASED UPON 32,987,696 SHARES OUTSTANDING AS REPORTED BY THE COMPANY IN A PROSPECTUS SUPPLEMENT ON FORM 424B7 FILED NOVEMBER 20, 2014)
|
|
14.
|
TYPE OF REPORTING PERSON*
OO
|
Cusip No. 93148P102
|
|
Page 36 of 56 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Hybrid GP Holdings LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☒- Joint Filing
|
3
|
SEC USE ONLY
|
|
4.
|
SOURCES OF FUNDS*
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
4,123,267 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
4,123,267 (1)
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,123,267 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5% (BASED UPON 32,987,696 SHARES OUTSTANDING AS REPORTED BY THE COMPANY IN A PROSPECTUS SUPPLEMENT ON FORM 424B7 FILED NOVEMBER 20, 2014)
|
|
14.
|
TYPE OF REPORTING PERSON*
OO
|
Cusip No. 93148P102
|
|
Page 37 of 56 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Fortress Fund V GP Holdings Ltd.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☒- Joint Filing
|
3
|
SEC USE ONLY
|
|
4.
|
SOURCES OF FUNDS*
OO
|
|
5.
|
CHECK BOX 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
4,123,267 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
4,123,267 (1)
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,123,267 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5% (BASED UPON 32,987,696 SHARES OUTSTANDING AS REPORTED BY THE COMPANY IN A PROSPECTUS SUPPLEMENT ON FORM 424B7 FILED NOVEMBER 20, 2014)
|
|
14.
|
TYPE OF REPORTING PERSON*
OO
|
Cusip No. 93148P102
|
|
Page 38 of 56 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Fortress Fund V GP (BCF) Holdings Ltd.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☒- Joint Filing
|
3
|
SEC USE ONLY
|
|
4.
|
SOURCES OF FUNDS*
OO
|
|
5.
|
CHECK BOX 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
4,123,267 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
4,123,267 (1)
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,123,267 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5% (BASED UPON 32,987,696 SHARES OUTSTANDING AS REPORTED BY THE COMPANY IN A PROSPECTUS SUPPLEMENT ON FORM 424B7 FILED NOVEMBER 20, 2014)
|
|
14.
|
TYPE OF REPORTING PERSON*
OO
|
Cusip No. 93148P102
|
|
Page 39 of 56 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Principal Holdings I LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☒- Joint Filing
|
3
|
SEC USE ONLY
|
|
4.
|
SOURCES OF FUNDS*
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
4,123,267 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
4,123,267 (1)
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,123,267 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5% (BASED UPON 32,987,696 SHARES OUTSTANDING AS REPORTED BY THE COMPANY IN A PROSPECTUS SUPPLEMENT ON FORM 424B7 FILED NOVEMBER 20, 2014)
|
|
14.
|
TYPE OF REPORTING PERSON*
PN
|
Cusip No. 93148P102
|
|
Page 40 of 56 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
FIG Asset Co. LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☒- Joint Filing
|
3
|
SEC USE ONLY
|
|
4.
|
SOURCES OF FUNDS*
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
4,123,267 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
4,123,267 (1)
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,123,267 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5% (BASED UPON 32,987,696 SHARES OUTSTANDING AS REPORTED BY THE COMPANY IN A PROSPECTUS SUPPLEMENT ON FORM 424B7 FILED NOVEMBER 20, 2014)
|
|
14.
|
TYPE OF REPORTING PERSON*
OO
|
Cusip No. 93148P102
|
|
Page 41 of 56 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Fortress Operating Entity I LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☒- Joint Filing
|
3
|
SEC USE ONLY
|
|
4.
|
SOURCES OF FUNDS*
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
8,246,534 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
8,246,534 (1)
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,246,534 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.0% (BASED UPON 32,987,696 SHARES OUTSTANDING AS REPORTED BY THE COMPANY IN A PROSPECTUS SUPPLEMENT ON FORM 424B7 FILED NOVEMBER 20, 2014)
|
|
14.
|
TYPE OF REPORTING PERSON*
PN
|
Cusip No. 93148P102
|
|
Page 42 of 56 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
FIG Corp.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☒- Joint Filing
|
3
|
SEC USE ONLY
|
|
4.
|
SOURCES OF FUNDS*
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
8,246,534 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
8,246,534 (1)
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,246,534 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.0% (BASED UPON 32,987,696 SHARES OUTSTANDING AS REPORTED BY THE COMPANY IN A PROSPECTUS SUPPLEMENT ON FORM 424B7 FILED NOVEMBER 20, 2014)
|
|
14.
|
TYPE OF REPORTING PERSON*
CO
|
Cusip No. 93148P102
|
|
Page 43 of 56 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Fortress Investment Group LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☒- Joint Filing
|
3
|
SEC USE ONLY
|
|
4.
|
SOURCES OF FUNDS*
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
8,246,534 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
8,246,534 (1)
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,246,534 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.0% (BASED UPON 32,987,696 SHARES OUTSTANDING AS REPORTED BY THE COMPANY IN A PROSPECTUS SUPPLEMENT ON FORM 424B7 FILED NOVEMBER 20, 2014)
|
|
14.
|
TYPE OF REPORTING PERSON*
OO
|
Cusip No. 93148P102
|
|
Page 44 of 56 Pages
|
Item 2.
|
Identity and Background.
|
Cusip No. 93148P102
|
|
Page 45 of 56 Pages
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Cusip No. 93148P102
|
|
Page 46 of 56 Pages
|
Reporting Person:
|
Shares Sold:
|
|||
FIF V WD
|
1,150,000
|
|||
FCOF UB
|
460,000
|
|||
FCOF II UB
|
306,667
|
|||
FTS SIP
|
191,667
|
|||
FCO MA II UB
|
153,333
|
|||
FCO MA LSS
|
38,333
|
|||
Total |
2,300,000
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
Cusip No. 93148P102
|
|
Page 47 of 56 Pages
|
Fortress Credit Opportunities Fund (A) LP
|
||
By: FCO Fund GP LLC, its general partner
|
||
By: /s/ David Brooks
|
||
Name: David N. Brooks
|
||
Title: Authorized Signatory
|
||
Fortress Credit Opportunities Fund II (A) LP
|
||
By: FCO Fund II GP LLC, its general partner
|
||
By: /s/ David Brooks
|
||
Name: David N. Brooks
|
||
Title: Authorized Signatory
|
||
Fortress Credit Opportunities Fund II (E) LP
|
||
By: FCO Fund II GP LLC, its general partner
|
||
By: /s/ David Brooks
|
||
Name: David N. Brooks
|
||
Title: Authorized Signatory
|
||
FCO MA II UB Securities LLC
|
||
By: /s/ David Brooks
|
||
Name: David N. Brooks
|
||
Title: Authorized Signatory
|
||
FCO MA II LP
|
||
By: FCO MA II GP LLC, its general partner
|
||
By: /s/ David Brooks
|
||
Name: David N. Brooks
|
||
Title: Authorized Signatory
|
Cusip No. 93148P102
|
|
Page 48 of 56 Pages
|
FCO MA LSS LP
|
||
By: FCO MA LSS GP LLC, its general partner
|
||
By: /s/ David Brooks
|
||
Name: David N. Brooks
|
||
Title: Authorized Signatory
|
||
Fortress Credit Opportunities Fund (B) LP
|
||
By: FCO Fund GP LLC, its general partner
|
||
By: /s/ David Brooks
|
||
Name: David N. Brooks
|
||
Title: Authorized Signatory
|
||
Fortress Credit Opportunities Fund (C) L.P.
|
||
By: FCO Fund GP LLC, its general partner
|
||
By: /s/ David Brooks
|
||
Name: David N. Brooks
|
||
Title: Authorized Signatory
|
||
Fortress Credit Opportunities Fund II (B) LP
|
||
By: FCO Fund II GP LLC, its general partner
|
||
By: /s/ David Brooks
|
||
Name: David N. Brooks
|
||
Title: Authorized Signatory
|
||
Fortress Credit Opportunities Fund II (C) L.P.
|
||
By: FCO Fund II GP LLC, its general partner
|
||
By: /s/ David Brooks
|
||
Name: David N. Brooks
|
||
Title: Authorized Signatory
|
||
Fortress Credit Opportunities Fund II (D) L.P.
|
||
By: FCO Fund II GP LLC, its general partner
|
||
By: /s/ David Brooks
|
||
Name: David N. Brooks
|
||
Title: Authorized Signatory
|
Cusip No. 93148P102
|
|
Page 49 of 56 Pages
|
FTS SIP L.P.
|
||
By: FCO MA GP LLC, its general partner
|
||
By: /s/ David Brooks
|
||
Name: David N. Brooks
|
||
Title: Authorized Signatory
|
FCO Fund GP LLC
|
||
By: /s/ David Brooks
|
||
Name: David N. Brooks
|
||
Title: Authorized Signatory
|
||
FCO Fund II GP LLC
|
||
By: /s/ David Brooks
|
||
Name: David N. Brooks
|
||
Title: Authorized Signatory
|
||
FCO MA GP LLC
|
||
By: /s/ David Brooks
|
||
Name: David N. Brooks
|
||
Title: Authorized Signatory
|
||
FCO MA II GP LLC
|
||
By: /s/ David Brooks
|
||
Name: David N. Brooks
|
||
Title: Authorized Signatory
|
||
FCO MA LSS GP LLC
|
||
By: /s/ David Brooks
|
||
Name: David N. Brooks
|
||
Title: Authorized Signatory
|
||
Fortress Credit Opportunities Advisors LLC
|
||
By: /s/ David Brooks
|
||
Name: David N. Brooks
|
||
Title: Authorized Signatory
|
Cusip No. 93148P102
|
|
Page 50 of 56 Pages
|
Fortress Credit Opportunities MA Advisors LLC
|
||
By: /s/ David Brooks
|
||
Name: David N. Brooks
|
||
Title: Authorized Signatory
|
Fortress Credit Opportunities MA II Advisors LLC
|
||
By: /s/ David Brooks
|
||
Name: David N. Brooks
|
||
Title: Authorized Signatory
|
||
FCO MA LSS Advisors LLC
|
||
By: /s/ David Brooks
|
||
Name: David N. Brooks
|
||
Title: Authorized Signatory
|
||
FCOF UB Investments LLC
|
||
By: /s/ David Brooks
|
||
Name: David N. Brooks
|
||
Title: Authorized Signatory
|
||
FCOF II UB Investments LLC
|
||
By: /s/ David Brooks
|
||
Name: David N. Brooks
|
||
Title: Authorized Signatory
|
FIF V WD LLC
|
||
By: /s/ David Brooks
|
||
Name: David N. Brooks
|
||
Title: Secretary
|
||
Fortress Investment Fund V (Fund A) L.P.
|
||
By its General Partner Fortress Fund V GP L.P.
|
||
By its General Partner Fortress Fund V GP Holdings Ltd.
|
||
By: /s/ David Brooks
|
||
Name: David N. Brooks
|
||
Title: Secretary
|
Cusip No. 93148P102
|
|
Page 51 of 56 Pages
|
Fortress Investment Fund V (Fund D) L.P.
|
||
By its General Partner Fortress Fund V GP L.P.
|
||
By its General Partner Fortress Fund V GP Holdings Ltd.
|
||
By: /s/ David Brooks
|
||
Name: David N. Brooks
|
||
Title: Secretary
|
||
Fortress Investment Fund V (Fund E) L.P.
|
||
By its General Partner Fortress Fund V GP L.P.
|
||
By its General Partner Fortress Fund V GP Holdings Ltd.
|
||
By: /s/ David Brooks
|
||
Name: David N. Brooks
|
||
Title: Secretary
|
||
Fortress Investment Fund V (Fund B) L.P.
|
||
By its General Partner Fortress Fund V GP (BCF) L.P.
|
||
By its General Partner Fortress Fund V GP (BCF) Holdings Ltd.
|
||
By: /s/ David Brooks
|
||
Name: David N. Brooks
|
||
Title: Secretary
|
Fortress Investment Fund V (Fund C) L.P.
|
||
By its General Partner Fortress Fund V GP (BCF) L.P.
|
||
By its General Partner Fortress Fund V GP (BCF) Holdings Ltd.
|
||
By: /s/ David Brooks
|
||
Name: David N. Brooks
|
||
Title: Secretary
|
Cusip No. 93148P102
|
|
Page 52 of 56 Pages
|
Fortress Investment Fund V (Fund F) L.P.
|
||
By its General Partner Fortress Fund V GP (BCF) L.P.
|
||
By its General Partner Fortress Fund V GP (BCF) Holdings Ltd.
|
||
By: /s/ David Brooks
|
||
Name: David N. Brooks
|
||
Title: Secretary
|
||
Fortress Investment Fund V (Fund G) L.P.
|
||
By its General Partner Fortress Fund V GP (BCF) L.P.
|
||
By its General Partner Fortress Fund V GP (BCF) Holdings Ltd.
|
||
By: /s/ David Brooks
|
||
Name: David N. Brooks
|
||
Title: Secretary
|
Fortress Fund V GP L.P.
|
||
By its General Partner Fortress Fund V GP Holdings Ltd.
|
||
By: /s/ David Brooks
|
||
Name: David N. Brooks
|
||
Title: Secretary
|
||
Fortress Fund V GP (BCF) L.P.
|
||
By its General Partner Fortress Fund V GP (BCF) Holdings Ltd.
|
||
By: /s/ David Brooks
|
||
Name: David N. Brooks
|
||
Title: Secretary
|
||
FIG LLC
|
||
By: /s/ David Brooks
|
||
Name: David N. Brooks
|
||
Title: Secretary
|
Cusip No. 93148P102
|
|
Page 53 of 56 Pages
|
Hybrid GP Holdings LLC
|
||
By: /s/ David Brooks
|
||
Name: David N. Brooks
|
||
Title: Authorized Signatory
|
||
Fortress Fund V GP Holdings Ltd.
|
||
By: /s/ David Brooks
|
||
Name: David N. Brooks
|
||
Title: Secretary
|
||
Fortress Fund V GP (BCF) Holdings Ltd
|
||
By: /s/ David Brooks
|
||
Name: David N. Brooks
|
||
Title: Secretary
|
||
Principal Holdings I LP
|
||
By its General Partner FIG Asset Co. LLC
|
||
By: /s/ David Brooks
|
||
Name: David N. Brooks
|
||
Title: Secretary
|
||
FIG Asset Co. LLC
|
||
By: /s/ David Brooks
|
||
Name: David N. Brooks
|
||
Title: Secretary
|
||
Fortress Operating Entity I LP
|
||
By its General Partner FIG Corp.
|
||
By: /s/ David Brooks
|
||
Name: David N. Brooks
|
||
Title: Secretary
|
||
FIG Corp.
|
||
By: /s/ David Brooks
|
||
Name: David N. Brooks
|
||
Title: Secretary
|
Cusip No. 93148P102
|
|
Page 54 of 56 Pages
|
Fortress Investment Group LLC
|
||
By: /s/ David Brooks
|
||
Name: David N. Brooks
|
||
Title: General Counsel & Secretary
|
Cusip No. 93148P102
|
|
Page 55 of 56 Pages
|
Name
|
Principal Occupation
|
Wesley R Edens
|
Chief Executive Officer
|
Randal A. Nardone
|
Chief Operating Officer
|
John Morrissey
|
Chief Financial Officer & Treasurer
|
David N. Brooks
|
Secretary
|
Cameron MacDougal
|
Assistant Secretary
|
Cusip No. 93148P102
|
|
Page 56 of 56 Pages
|
FIF V WD LLC
|
||
By: /s/ David Brooks
|
||
Name: David N. Brooks
|
||
Title: Secretary
|