Sparrow Capital Investments Ltd.
c/o Southern Cross Group
Attention: Gonzalo Alende Serra
Misiones 1481, Piso 3
Montevideo CP 11,000
Uruguay
Tel: (54 11) 5129-5451
Copy to:
Chadbourne & Parke LLP
1301 Avenue of the Americas
New York, NY 10019
Attention: Morton E. Grosz
Tel.: (212) 408-5592
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
CUSIP No. P94398107
|
||||||
1.
|
Name of Reporting Person
Sparrow Capital Investments Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
|
|||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|||||
(a)
|
[X]
|
|||||
(b)
|
[ ]
|
|||||
3.
|
SEC Use Only
|
|||||
4.
|
Source of Funds (See Instructions)
AF
|
|||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
|
|||||
6.
|
Citizenship or Place of Organization
The Bahamas
|
|||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
||||
8.
|
Shared Voting Power
119,266,821*
|
|||||
9.
|
Sole Dispositive Power
0
|
|||||
10.
|
Shared Dispositive Power
119,266,821*
|
|||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
119,266,821*
|
|||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
|
|||||
13.
|
Percent of Class Represented by Amount in Row (11)
84.9%
|
|||||
14.
|
Type of Reporting Person (See Instructions)
CO
* Represents (i) 103,206,821 shares of common stock of Ultrapetrol (Bahamas) Limited held for the account of Sparrow Capital Investments Ltd., and (ii) 16,060,000 shares of common stock of Ultrapetrol (Bahamas) Limited held for the account of Sparrow CI Sub Ltd. See Item 5 of this Schedule 13D.
|
CUSIP No. P94398107
|
||||||
1.
|
Name of Reporting Person
Sparrow CI Sub Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
|
|||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|||||
(a)
|
[X]
|
|||||
(b)
|
[ ]
|
|||||
3.
|
SEC Use Only
|
|||||
4.
|
Source of Funds (See Instructions)
AF
|
|||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
|
|||||
6.
|
Citizenship or Place of Organization
The Bahamas
|
|||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
||||
8.
|
Shared Voting Power
119,266,821*
|
|||||
9.
|
Sole Dispositive Power
0
|
|||||
10.
|
Shared Dispositive Power
119,266,821*
|
|||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
119,266,821*
|
|||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
|
|||||
13.
|
Percent of Class Represented by Amount in Row (11)
84.9%
|
|||||
14.
|
Type of Reporting Person (See Instructions)
CO
* Represents (i) 103,206,821 shares of common stock of Ultrapetrol (Bahamas) Limited held for the account of Sparrow Capital Investments Ltd., and (ii) 16,060,000 shares of common stock of Ultrapetrol (Bahamas) Limited held for the account of Sparrow CI Sub Ltd. See Item 5 of this Schedule 13D.
|
CUSIP No. P94398107
|
||||||
1.
|
Name of Reporting Person
Triton Shipping Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
|
|||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|||||
(a)
|
[X]
|
|||||
(b)
|
[ ]
|
|||||
3.
|
SEC Use Only
|
|||||
4.
|
Source of Funds (See Instructions)
AF
|
|||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
|
|||||
6.
|
Citizenship or Place of Organization
The Bahamas
|
|||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
||||
8.
|
Shared Voting Power
119,266,821*
|
|||||
9.
|
Sole Dispositive Power
0
|
|||||
10.
|
Shared Dispositive Power
119,266,821*
|
|||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
119,266,821*
|
|||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
|
|||||
13.
|
Percent of Class Represented by Amount in Row (11)
84.9%
|
|||||
14.
|
Type of Reporting Person (See Instructions)
CO
* Represents (i) 103,206,821 shares of common stock of Ultrapetrol (Bahamas) Limited held for the account of Sparrow Capital Investments Ltd., and (ii) 16,060,000 shares of common stock of Ultrapetrol (Bahamas) Limited held for the account of Sparrow CI Sub Ltd. See Item 5 of this Schedule 13D.
|
CUSIP No. P94398107
|
||||||
1.
|
Name of Reporting Person
Quattro Shipping Holdings Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
|
|||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|||||
(a)
|
[X]
|
|||||
(b)
|
[ ]
|
|||||
3.
|
SEC Use Only
|
|||||
4.
|
Source of Funds
AF
|
|||||
5.
|
Check box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
|
|||||
6.
|
Citizenship or Place of Organization
The Bahamas
|
|||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
||||
8.
|
Shared Voting Power
119,266,821*
|
|||||
9.
|
Sole Dispositive Power
0
|
|||||
10.
|
Shared Dispositive Power
119,266,821*
|
|||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
119,266,821*
|
|||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
|
|||||
13.
|
Percent of Class Represented by Amount in Row (11)
84.9%
|
|||||
14.
|
Type of Reporting Person (See Instructions)
CO
* Represents (i) 103,206,821 shares of common stock of Ultrapetrol (Bahamas) Limited held for the account of Sparrow Capital Investments Ltd., and (ii) 16,060,000 shares of common stock of Ultrapetrol (Bahamas) Limited held for the account of Sparrow CI Sub Ltd. See Item 5 of this Schedule 13D.
|
CUSIP No. P94398107
|
||||||
1.
|
Name of Reporting Person
Southern Cross Latin America Private Equity Fund III, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
|
|||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|||||
(a)
|
[X]
|
|||||
(b)
|
[ ]
|
|||||
3.
|
SEC Use Only
|
|||||
4.
|
Source 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
Ontario, Canada
|
|||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
||||
8.
|
Shared Voting Power
119,266,821*
|
|||||
9.
|
Sole Dispositive Power
0
|
|||||
10.
|
Shared Dispositive Power
119,266,821*
|
|||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
119,266,821*
|
|||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
|
|||||
13.
|
Percent of Class Represented by Amount in Row (11)
84.9%
|
|||||
14.
|
Type of Reporting Person (See Instructions)
PN
* Represents (i) 103,206,821 shares of common stock of Ultrapetrol (Bahamas) Limited held for the account of Sparrow Capital Investments Ltd., and (ii) 16,060,000 shares of common stock of Ultrapetrol (Bahamas) Limited held for the account of Sparrow CI Sub Ltd. See Item 5 of this Schedule 13D.
|
CUSIP No. P94398107
|
||||||
1.
|
Name of Reporting Person
Southern Cross Capital Partners III, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
|
|||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|||||
(a)
|
[X]
|
|||||
(b)
|
[ ]
|
|||||
3.
|
SEC Use Only
|
|||||
4.
|
Source 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
Ontario, Canada
|
|||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
||||
8.
|
Shared Voting Power
119,266,821*
|
|||||
9.
|
Sole Dispositive Power
0
|
|||||
10.
|
Shared Dispositive Power
119,266,821*
|
|||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
119,266,821*
|
|||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
|
|||||
13.
|
Percent of Class Represented by Amount in Row (11)
84.9%
|
|||||
14.
|
Type of Reporting Person (See Instructions)
PN
* Represents (i) 103,206,821 shares of common stock of Ultrapetrol (Bahamas) Limited held for the account of Sparrow Capital Investments Ltd., and (ii) 16,060,000 shares of common stock of Ultrapetrol (Bahamas) Limited held for the account of Sparrow CI Sub Ltd. See Item 5 of this Schedule 13D.
|
CUSIP No. P94398107
|
||||||
1.
|
Name of Reporting Person
SC GP Company III
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
|
|||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|||||
(a)
|
[X]
|
|||||
(b)
|
[ ]
|
|||||
3.
|
SEC Use Only
|
|||||
4.
|
Source 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
119,266,821*
|
|||||
9.
|
Sole Dispositive Power
0
|
|||||
10.
|
Shared Dispositive Power
119,266,821*
|
|||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
119,266,821*
|
|||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
|
|||||
13.
|
Percent of Class Represented by Amount in Row (11)
84.9%
|
|||||
14.
|
Type of Reporting Person (See Instructions)
CO
* Represents (i) 103,206,821 shares of common stock of Ultrapetrol (Bahamas) Limited held for the account of Sparrow Capital Investments Ltd., and (ii) 16,060,000 shares of common stock of Ultrapetrol (Bahamas) Limited held for the account of Sparrow CI Sub Ltd. See Item 5 of this Schedule 13D.
|
CUSIP No. P94398107
|
||||||
1.
|
Name of Reporting Person
Southern Cross Latin America Private Equity Fund IV, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
|
|||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|||||
(a)
|
[X]
|
|||||
(b)
|
[ ]
|
|||||
3.
|
SEC Use Only
|
|||||
4.
|
Source 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
Ontario, Canada
|
|||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
||||
8.
|
Shared Voting Power
119,266,821*
|
|||||
9.
|
Sole Dispositive Power
0
|
|||||
10.
|
Shared Dispositive Power
119,266,821*
|
|||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
119,266,821*
|
|||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
|
|||||
13.
|
Percent of Class Represented by Amount in Row (11)
84.9%
|
|||||
14.
|
Type of Reporting Person (See Instructions)
PN
* Represents (i) 103,206,821 shares of common stock of Ultrapetrol (Bahamas) Limited held for the account of Sparrow Capital Investments Ltd., and (ii) 16,060,000 shares of common stock of Ultrapetrol (Bahamas) Limited held for the account of Sparrow CI Sub Ltd. See Item 5 of this Schedule 13D.
|
CUSIP No. P94398107
|
||||||
1.
|
Name of Reporting Person
Southern Cross Capital Partners IV, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
|
|||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|||||
(a)
|
[X]
|
|||||
(b)
|
[ ]
|
|||||
3.
|
SEC Use Only
|
|||||
4.
|
Source 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
Ontario, Canada
|
|||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
||||
8.
|
Shared Voting Power
119,266,821*
|
|||||
9.
|
Sole Dispositive Power
0
|
|||||
10.
|
Shared Dispositive Power
119,266,821*
|
|||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
119,266,821*
|
|||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
|
|||||
13.
|
Percent of Class Represented by Amount in Row (11)
84.9%
|
|||||
14.
|
Type of Reporting Person (See Instructions)
PN
* Represents (i) 103,206,821 shares of common stock of Ultrapetrol (Bahamas) Limited held for the account of Sparrow Capital Investments Ltd., and (ii) 16,060,000 shares of common stock of Ultrapetrol (Bahamas) Limited held for the account of Sparrow CI Sub Ltd. See Item 5 of this Schedule 13D.
|
CUSIP No. P94398107
|
||||||
1.
|
Name of Reporting Person
SC GP Company IV Limited
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
|
|||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|||||
(a)
|
[X]
|
|||||
(b)
|
[ ]
|
|||||
3.
|
SEC Use Only
|
|||||
4.
|
Source 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
Ireland
|
|||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
||||
8.
|
Shared Voting Power
119,266,821*
|
|||||
9.
|
Sole Dispositive Power
0
|
|||||
10.
|
Shared Dispositive Power
119,266,821*
|
|||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
119,266,821*
|
|||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
|
|||||
13.
|
Percent of Class Represented by Amount in Row (11)
84.9%
|
|||||
14.
|
Type of Reporting Person (See Instructions)
CO
* Represents (i) 103,206,821 shares of common stock of Ultrapetrol (Bahamas) Limited held for the account of Sparrow Capital Investments Ltd., and (ii) 16,060,000 shares of common stock of Ultrapetrol (Bahamas) Limited held for the account of Sparrow CI Sub Ltd. See Item 5 of this Schedule 13D.
|
1. |
Sparrow may be deemed to be the beneficial owner of 119,266,821 shares of Common Stock. This consists of 103,206,821 shares of Common Stock held for its own account and 16,060,000 shares of Common Stock held for the account of Sparrow 2.
|
2. |
Sparrow 2 may be deemed to be the beneficial owner of 119,266,821 shares of Common Stock. This consists of 16,060,000 shares of Common Stock held for its own account and 103,206,821 shares of Common Stock held for the account of Sparrow.
|
3. |
Each of Triton, Quattro, Fund III, Fund III GP, Fund III GP of GP, Fund IV, Fund IV GP and Fund IV GP of GP may be deemed to be the beneficial owner of 119,266,821 shares of Common Stock. This consists of 103,206,821 shares of Common Stock held for the account of Sparrow and 16,060,000 shares of Common Stock held for the account of Sparrow 2.
|
As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of approximately 84.9% of the total number of shares of Common Stock outstanding.
|
As of the date hereof, the Reporting Persons may be deemed to beneficially own shares as follows:
Sole power to vote or to direct the vote: -0-
Shared power to vote or to direct the vote: 119,266,821
Sole power to dispose or to direct the disposition of: -0-
Shared power to dispose or to direct the disposition of: 119,266,821
|
Exhibit H:
|
Amended and Restated Registration Rights Agreement dated as of September 3, 2014 by and among Sparrow Capital Investments Ltd., Sparrow CI Sub Ltd. and Ultrapetrol (Bahamas) Limited (incorporated by reference to Exhibit 99.3 of the Form 6-K of Ultrapetrol (Bahamas) Limited filed on September 5, 2014 with the Securities and Exchange Commission)
|
|
SIGNATURE
|
SPARROW CAPITAL INVESTMENTS LTD.
|
||
|
||
By:
|
/s/ Ricardo Rodriguez
|
|
Name: Ricardo Rodriguez
|
||
Title: Director
|
||
|
||
SPARROW CI SUB LTD.
|
||
|
||
By:
|
/s/ Ricardo Rodriguez
|
|
Name: Ricardo Rodriguez
|
||
Title: Director
|
||
|
||
TRITON SHIPPING LTD.
|
||
|
||
By:
|
/s/ Ricardo Rodriguez
|
|
Name: Ricardo Rodriguez
|
||
Title: Director
|
||
|
||
QUATTRO SHIPPING HOLDINGS LTD.
|
||
|
||
By:
|
/s/ Ricardo Rodriguez
|
|
Name: Ricardo Rodriguez
|
||
Title: Director
|
||
|
||
SOUTHERN CROSS LATIN AMERICA PRIVATE EQUITY FUND III, L.P.
|
||
By: Southern Cross Capital Partners III, L.P., its general partner
|
||
By: SC GP Company III, its general
partner
|
||
By:
|
/s/ Ricardo Rodriguez
|
|
Name: Ricardo Rodriguez
|
||
Title: Director
|
||
|
||
SOUTHERN CROSS CAPITAL PARTNERS III, L.P.
|
||
By: SC GP Company III, its generalpartner
|
||
By:
|
/s/ Ricardo Rodriguez
|
|
Name: Ricardo Rodriguez
|
||
Title: Director
|
||
SC GP COMPANY III
|
||
By:
|
/s/ Ricardo Rodriguez
|
|
Name: Ricardo Rodriguez
|
||
Title: Director
|
SOUTHERN CROSS LATIN AMERICA PRIVATE EQUITY FUND IV, L.P.
|
||
By: Southern Cross Capital Partners IV, L.P., its general partner
|
||
By: SC GP Company IV, its general
partner
|
||
By:
|
/s/ Ricardo Rodriguez
|
|
Name: Ricardo Rodriguez
|
||
Title: Director
|
||
|
||
SOUTHERN CROSS CAPITAL PARTNERS IV, L.P.
|
||
By: SC GP Company IV Limited, its generalpartner
|
||
By:
|
/s/ Ricardo Rodriguez
|
|
Name: Ricardo Rodriguez
|
||
Title: Director
|
||
|
||
SC GP COMPANY IV LIMITED
|
||
By:
|
/s/ Ricardo Rodriguez
|
|
Name: Ricardo Rodriguez
|
||
Title: Director
|