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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
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(Amendment No.[__])*
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GenOn Energy, Inc.
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(Name of Issuer)
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Common Stock, par value $0.001 per share
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(Title of Class of Securities)
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37244E107
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(CUSIP Number)
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Steven J. Pully
Carlson Capital, L.P.
2100 McKinney Avenue
Dallas, TX 75201
(214) 932-9600
with a copy to:
David E. Rosewater
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2000
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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October 16, 2012
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(Date of Event Which Requires Filing of This Statement)
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CUSIP No. 37244E107
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SCHEDULE 13D
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Pag 2 of 20 Pages
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1
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NAME OF REPORTING PERSON
Black Diamond Arbitrage Offshore Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
908,941 shares of Common Stock
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
908,941 shares of Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
908,941 shares of Common Stock
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 37244E107
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SCHEDULE 13D
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Page 3 of 20 Pages
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1
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NAME OF REPORTING PERSON
Double Black Diamond Offshore Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
35,961,784 shares of Common Stock
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
35,961,784 shares of Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
35,961,784 shares of Common Stock
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 37244E107
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SCHEDULE 13D
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Page 4 of 20 Pages
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1
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NAME OF REPORTING PERSON
Black Diamond Offshore Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
1,992,903 shares of Common Stock
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
1,992,903 shares of Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,992,903 shares of Common Stock
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 37244E107
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SCHEDULE 13D
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Page 5 of 20 Pages
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1
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NAME OF REPORTING PERSON
Black Diamond Thematic Offshore Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
2,258,041 shares of Common Stock
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
2,258,041 shares of Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,258,041 shares of Common Stock
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 37244E107
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SCHEDULE 13D
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Page 6 of 20 Pages
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1
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NAME OF REPORTING PERSON
Carlson Capital, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
45,550,000 shares of Common Stock
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
45,550,000 shares of Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
45,550,000 shares of Common Stock
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
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14
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TYPE OF REPORTING PERSON
PN; IA
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CUSIP No. 37244E107
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SCHEDULE 13D
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Page 7 of 20 Pages
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1
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NAME OF REPORTING PERSON
Asgard Investment Corp. II
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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SEC USE ONLY
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|||
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
45,550,000 shares of Common Stock
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9
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SOLE DISPOSITIVE POWER
0
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|||
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10
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SHARED DISPOSITIVE POWER
45,550,000 shares of Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
45,550,000 shares of Common Stock
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 37244E107
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SCHEDULE 13D
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Page 8 of 20 Pages
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1
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NAME OF REPORTING PERSON
Asgard Investment Corp.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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SEC USE ONLY
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|||
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
0
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||
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8
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SHARED VOTING POWER
45,550,000 shares of Common Stock
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9
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SOLE DISPOSITIVE POWER
0
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|||
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10
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SHARED DISPOSITIVE POWER
45,550,000 shares of Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
45,550,000 shares of Common Stock
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 37244E107
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SCHEDULE 13D
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Page 9 of 20 Pages
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1
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NAME OF REPORTING PERSON
Clint D. Carlson
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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SEC USE ONLY
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|||
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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|||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
0
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||
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8
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SHARED VOTING POWER
45,550,000 shares of Common Stock
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|||
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9
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SOLE DISPOSITIVE POWER
0
|
|||
|
10
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SHARED DISPOSITIVE POWER
45,550,000 shares of Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
45,550,000 shares of Common Stock
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 37244E107
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SCHEDULE 13D
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Page 10 of 20 Pages
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Item 1.
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SECURITY AND ISSUER
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This statement on Schedule 13D (this "Schedule 13D") relates to the common stock, par value $0.001 per share (the "Common Stock") of GenOn Energy, Inc., a Delaware corporation (the "Issuer"). The address of the Issuer's principal executive office is 1000 Main Street, Houston, Texas 77002.
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Item 2.
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IDENTITY AND BACKGROUND
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(a) This Schedule 13D is filed by: (i) Black Diamond Arbitrage Offshore Ltd., a Cayman Islands exempted company ("Arbitrage"); (ii) Double Black Diamond Offshore Ltd., a Cayman Islands exempted company ("Double Offshore"); (iii) Black Diamond Offshore Ltd., a Cayman Islands exempted company ("Offshore"); (iv) Black Diamond Thematic Offshore Ltd., a Cayman Islands exempted company ("Thematic" and together with Arbitrage, Double Offshore and Offshore, the "Funds"); (v) Carlson Capital, L.P., a Delaware limited partnership ("Carlson Capital"); (vi) Asgard Investment Corp. II, a Delaware corporation and the general partner of Carlson Capital ("Asgard II"); (vii) Asgard Investment Corp., a Delaware corporation and the sole stockholder of Asgard II ("Asgard I"); and (viii) Clint D. Carlson, a citizen of the United States of America ("Mr. Carlson" and together with the Funds, Carlson Capital, Asgard II and Asgard I, the "Reporting Persons"). The name, citizenship, present principal occupation or employment and business address of each director and executive officer of Asgard I and Asgard II are set forth in Appendix A attached hereto.
(b) The principal business address of each of the Reporting Persons is 2100 McKinney Avenue, Suite 1800, Dallas, TX 75201.
(c) The principal business of the Funds is to invest in securities. The principal business of Carlson Capital is to serve as the investment manager to the Funds and to certain managed accounts (the "Accounts"). The principal business of Asgard II is serving as the general partner of Carlson Capital. The principal business of Asgard I is serving as the sole stockholder of Asgard II. The principal occupation of Mr. Carlson is serving as President of Asgard II, Asgard I and Carlson Capital.
(d) None of the Reporting Persons or persons listed on Appendix A has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons or persons listed on Appendix A has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Carlson is a citizen of the United States.
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CUSIP No. 37244E107
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SCHEDULE 13D
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Page 11 of 20 Pages
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Item 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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The Reporting Persons used approximately $119,695,000 (including brokerage commissions) in the aggregate to purchase the Common Stock reported in this Schedule 13D.
The source of the funds used to acquire the Common Stock reported herein is the working capital of the Funds and the Accounts and margin borrowings described in the following sentence. Such shares of Common Stock are held by the Reporting Persons in commingled margin accounts, which may extend margin credit to the Reporting Persons from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin account are pledged as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the broker’s call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Stock reported herein.
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Item 4.
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PURPOSE OF TRANSACTION
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The Reporting Persons originally acquired the shares of Common Stock for investment in the ordinary course of its business. The Reporting Persons acquired the Shares pursuant to investment strategies, including merger arbitrage and event driven strategies, because they believed that the Shares reported herein, when purchased, represented an attractive investment opportunity.
On July 20, 2012, an Agreement and Plan of Merger, was agreed to by and among the Issuer, GenOn US, a Delaware corporation ("GenOn"), and NRG Energy Inc. ("NRG"), a Delaware corporation, subject to stockholder approvals and certain other customary closing conditions. Both GenOn and NRG have scheduled their respective special meeting of shareholders for November 9, 2012 to vote on the proposed Plan of Merger.If approved, NRG and GenOn will combine their businesses through the merger of GenOn with a newly formed, wholly owned subsidiary of NRG, with GenOn thereupon becoming a wholly owned subsidiary of NRG.
Except as set forth herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D. The Reporting Persons have not entered into any agreement with any third party to act together for the purpose of acquiring, holding, voting or disposing of the Shares reported herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis; however, the Reporting Persons do not have the current intent to influence the basic business decisions of the Issuer, nor to participate in the management of the Issuer. Depending on various factors including, without limitation, the Issuer's financial position and strategic direction, the outcome of the discussions and actions referenced above, actions taken by the board of directors, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, determining whether to vote in favor of the merger, purchasing additional shares of Common Stock or selling some or all of their shares of Common Stock, engaging in short selling of or any hedging or similar transactions with respect to the shares of Common Stock, voting for or against and expressing support for or against any proposals of the board of directors of the Issuer or other shareholders of the Issuer and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.
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CUSIP No. 37244E107
|
SCHEDULE 13D
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Page 12 of 20 Pages
|
|
Item 5.
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INTEREST IN SECURITIES OF THE ISSUER
|
|
(a) and (b)
The Reporting Persons may be deemed to beneficially own in the aggregate 45,550,000 shares of Common Stock. Based upon a total of 772,908,115 shares of Common Stock outstanding as of August 2, 2012, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2012, the Reporting Persons' shares represent approximately 5.9% of the outstanding shares of Common Stock.
Carlson Capital, Asgard II, Asgard I and Mr. Carlson have the power to vote and direct the disposition of (i) the 908,941 shares of Common Stock reported herein as owned by Arbitrage, (ii) the 35,961,784 shares of Common Stock reported herein as owned by Double Offshore, (iii) the 1,992,903 shares of Common Stock reported herein as owned by Offshore, (iv) the 2,258,041 shares of Common Stock reported herein as owned by Thematic and (v) an additional 4,428,331 shares of Common Stock held in the Accounts.
(c) Information concerning transactions in the Common Stock effected by the Reporting Persons during the past sixty days is set forth in Appendix B hereto and is incorporated herein by reference.
(d) Except as set forth herein, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock.
(e) Not applicable.
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|
Item 6.
|
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
|
|
The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto. A copy of such agreement is attached hereto as Exhibit 1 and is incorporated by reference herein.
Except as set forth herein, there are no contracts, understandings or relationships among the Reporting Persons or between the Reporting Persons and any other person with respect to the Common Stock.
|
|
Item 7.
|
MATERIAL TO BE FILED AS EXHIBITS
|
|
CUSIP No. 37244E107
|
SCHEDULE 13D
|
Page 13 of 20 Pages
|
| BLACK DIAMOND ARBITRAGE OFFSHORE LTD. | ||||
| By: Carlson Capital, L.P., its investment manager | ||||
|
|
/s/ Clint D. Carlson
|
|||
|
|
Name: Clint D. Carlson
|
|||
|
|
Title: President
|
| DOUBLE BLACK DIAMOND OFFSHORE LTD.
|
||||
| By: Carlson Capital, L.P., its investment manager | ||||
|
|
/s/ Clint D. Carlson
|
|||
|
|
Name: Clint D. Carlson
|
|||
|
|
Title: President
|
| BLACK DIAMOND OFFSHORE LTD. | ||||
| By: Carlson Capital, L.P., its investment manager | ||||
|
|
/s/ Clint D. Carlson
|
|||
|
|
Name: Clint D. Carlson
|
|||
|
|
Title: President
|
|
BLACK DIAMOND THEMATIC OFFSHORE LTD.
|
||||
| By: Carlson Capital, L.P., its investment manager | ||||
|
|
/s/ Clint D. Carlson
|
|||
|
|
Name: Clint D. Carlson
|
|||
|
|
Title: President
|
|
CUSIP No. 37244E107
|
SCHEDULE 13D
|
Page 14 of 20 Pages
|
|
CARLSON CAPITAL, L.P.
|
||||
|
|
/s/ Clint D. Carlson
|
|||
|
|
Name: Clint D. Carlson
|
|||
|
|
Title: President
|
| ASGARD INVESTMENT CORP. II | ||||
|
|
/s/ Clint D. Carlson
|
|||
|
|
Name: Clint D. Carlson
|
|||
|
|
Title: President
|
| ASGARD INVESTMENT CORP. | ||||
|
|
/s/ Clint D. Carlson
|
|||
|
|
Name: Clint D. Carlson
|
|||
|
|
Title: President
|
|
|
By: |
/s/ Clint D. Carlson
|
||
|
|
Name: Clint D. Carlson
|
|||
|
|
|
CUSIP No. 37244E107
|
SCHEDULE 13D
|
Page 15 of 20 Pages
|
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Name
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Position
|
Principal Occupation
|
Citizenship
|
|
Clint Carlson
|
Director/President
|
Investment Manager
|
United States
|
|
Nancy Carlson
|
Secretary/Treasurer
|
Executive
|
United States
|
|
Name
|
Position
|
Principal Occupation
|
Citizenship
|
|
Clint Carlson
|
Director/President
|
Investment Manager
|
United States
|
|
Nancy Carlson
|
Secretary/Treasurer
|
Executive
|
United States
|
|
CUSIP No. 37244E107
|
SCHEDULE 13D
|
Page 16 of 20 Pages
|
|
Trade Date
|
Shares Purchased (Sold)
|
Price Per Share ($)
|
|
9/6/2012
|
6,948
|
2.569
|
|
9/6/2012
|
27,792
|
2.57258
|
|
9/21/2012
|
6,948
|
2.59
|
|
9/21/2012
|
27,792
|
2.59
|
|
9/24/2012
|
6,948
|
2.63
|
|
9/24/2012
|
27,792
|
2.6275
|
|
9/25/2012
|
6,948
|
2.58
|
|
9/25/2012
|
27,792
|
2.62
|
|
9/26/2012
|
13,896
|
2.54
|
|
9/27/2012
|
27,792
|
2.56
|
|
9/28/2012
|
50,000
|
2.54
|
|
9/28/2012
|
13,896
|
2.565
|
|
10/1/2012
|
160,000
|
2.5775
|
|
10/2/2012
|
13,932
|
2.6
|
|
10/2/2012
|
13,932
|
2.58
|
|
10/3/2012
|
85,000
|
2.63
|
|
10/3/2012
|
27,864
|
2.63
|
|
10/4/2012
|
27,864
|
2.65
|
|
10/8/2012
|
85,000
|
2.715
|
|
10/8/2012
|
27,864
|
2.72
|
|
10/9/2012
|
29,910
|
2.74
|
|
10/10/2012
|
7,415
|
2.74
|
|
10/11/2012
|
14,830
|
2.81
|
|
10/12/2012
|
13,932
|
2.77
|
|
10/15/2012
|
27,864
|
2.7725
|
|
10/16/2012
|
27,864
|
2.77
|
|
10/17/2012
|
27,864
|
2.78
|
|
10/18/2012
|
59,330
|
2.79
|
|
Trade Date
|
Shares Purchased (Sold)
|
Price Per Share ($)
|
|
8/27/2012
|
58,346
|
2.54
|
|
8/29/2012
|
(188,783)
|
2.5102
|
|
CUSIP No. 37244E107
|
SCHEDULE 13D
|
Page 17 of 20 Pages
|
|
9/6/2012
|
418,062
|
2.569
|
|
9/6/2012
|
1,672,246
|
2.57258
|
|
9/7/2012
|
1,057,855
|
2.59
|
|
9/13/2012
|
220,031
|
2.6
|
|
9/13/2012
|
82,512
|
2.6098
|
|
9/13/2012
|
178,776
|
2.59
|
|
9/13/2012
|
110,016
|
2.59
|
|
9/13/2012
|
(7,601)
|
2.58
|
|
9/13/2012
|
(4,067)
|
2.58
|
|
9/21/2012
|
55,008
|
2.59
|
|
9/21/2012
|
423,525
|
2.59
|
|
9/21/2012
|
1,694,100
|
2.59
|
|
9/24/2012
|
423,525
|
2.63
|
|
9/24/2012
|
1,694,100
|
2.6275
|
|
9/25/2012
|
423,525
|
2.58
|
|
9/25/2012
|
1,694,100
|
2.62
|
|
9/26/2012
|
847,050
|
2.54
|
|
9/27/2012
|
1,694,100
|
2.56
|
|
9/28/2012
|
847,050
|
2.565
|
|
10/2/2012
|
856,774
|
2.6
|
|
10/2/2012
|
856,774
|
2.58
|
|
10/3/2012
|
78,109
|
2.63
|
|
10/3/2012
|
1,713,548
|
2.63
|
|
10/4/2012
|
(60,527)
|
2.6904
|
|
10/4/2012
|
(54,664)
|
2.6904
|
|
10/4/2012
|
1,717,088
|
2.65
|
|
10/5/2012
|
(60,527)
|
2.7127
|
|
10/5/2012
|
(54,664)
|
2.7127
|
|
10/8/2012
|
1,717,088
|
2.72
|
|
10/9/2012
|
(32,093)
|
2.78
|
|
10/9/2012
|
(28,984)
|
2.78
|
|
10/9/2012
|
1,843,265
|
2.74
|
|
10/10/2012
|
461,140
|
2.74
|
|
10/11/2012
|
922,280
|
2.81
|
|
10/12/2012
|
866,234
|
2.77
|
|
10/15/2012
|
1,732,468
|
2.7725
|
|
10/16/2012
|
1,732,468
|
2.77
|
|
10/17/2012
|
1,732,468
|
2.78
|
|
10/18/2012
|
3,689,095
|
2.79
|
|
Trade Date
|
Shares Purchased (Sold)
|
Price Per Share ($)
|
|
8/27/2012
|
4,731
|
2.54
|
|
8/29/2012
|
(15,993)
|
2.5102
|
|
9/6/2012
|
24,850
|
2.569
|
|
9/6/2012
|
99,400
|
2.57258
|
|
9/7/2012
|
85,772
|
2.59
|
|
9/13/2012
|
17,841
|
2.6
|
|
CUSIP No. 37244E107
|
SCHEDULE 13D
|
Page 18 of 20 Pages
|
|
9/13/2012
|
6,690
|
2.6098
|
|
9/13/2012
|
14,495
|
2.59
|
|
9/13/2012
|
8,920
|
2.59
|
|
9/13/2012
|
(642)
|
2.58
|
|
9/13/2012
|
(331)
|
2.58
|
|
9/21/2012
|
4,460
|
2.59
|
|
9/21/2012
|
24,850
|
2.59
|
|
9/21/2012
|
99,400
|
2.59
|
|
9/24/2012
|
24,850
|
2.63
|
|
9/24/2012
|
99,400
|
2.6275
|
|
9/25/2012
|
24,850
|
2.58
|
|
9/25/2012
|
99,400
|
2.62
|
|
9/26/2012
|
49,700
|
2.54
|
|
9/27/2012
|
99,400
|
2.56
|
|
9/28/2012
|
49,700
|
2.565
|
|
10/2/2012
|
41,786
|
2.6
|
|
10/2/2012
|
41,786
|
2.58
|
|
10/3/2012
|
5,700
|
2.63
|
|
10/3/2012
|
83,572
|
2.63
|
|
10/4/2012
|
(5,113)
|
2.6904
|
|
10/4/2012
|
(4,427)
|
2.6904
|
|
10/4/2012
|
83,572
|
2.65
|
|
10/5/2012
|
(5,113)
|
2.7127
|
|
10/5/2012
|
(4,427)
|
2.7127
|
|
10/8/2012
|
83,572
|
2.72
|
|
10/9/2012
|
(2,710)
|
2.78
|
|
10/9/2012
|
(2,347)
|
2.78
|
|
10/9/2012
|
89,710
|
2.74
|
|
10/10/2012
|
22,245
|
2.74
|
|
10/11/2012
|
44,485
|
2.81
|
|
10/12/2012
|
41,786
|
2.77
|
|
10/15/2012
|
83,572
|
2.7725
|
|
10/16/2012
|
83,572
|
2.77
|
|
10/17/2012
|
83,572
|
2.78
|
|
10/18/2012
|
177,955
|
2.79
|
|
Trade Date
|
Shares Purchased (Sold)
|
Price Per Share ($)
|
|
8/27/2012
|
36,923
|
2.54
|
|
8/29/2012
|
(95,224)
|
2.5102
|
|
9/4/2012
|
136,944
|
2.5325
|
|
9/7/2012
|
779,473
|
2.59
|
|
9/13/2012
|
162,128
|
2.6
|
|
9/13/2012
|
60,798
|
2.6098
|
|
9/13/2012
|
131,729
|
2.59
|
|
9/13/2012
|
81,064
|
2.59
|
|
9/13/2012
|
(7,359)
|
2.58
|
|
9/21/2012
|
40,532
|
2.59
|
|
CUSIP No. 37244E107
|
SCHEDULE 13D
|
Page 19 of 20 Pages
|
|
10/3/2012
|
66,191
|
2.63
|
|
10/4/2012
|
(75,269)
|
2.6904
|
|
10/5/2012
|
(75,269)
|
2.7127
|
|
10/9/2012
|
(39,910)
|
2.78
|
|
Trade Date
|
Shares Purchased (Sold)
|
Price Per Share ($)
|
|
9/6/2012
|
41,251
|
2.569
|
|
9/6/2012
|
8,889
|
2.569
|
|
9/6/2012
|
165,006
|
2.57258
|
|
9/6/2012
|
35,556
|
2.57258
|
|
9/21/2012
|
36,034
|
2.59
|
|
9/21/2012
|
8,643
|
2.59
|
|
9/21/2012
|
144,134
|
2.59
|
|
9/21/2012
|
34,574
|
2.59
|
|
9/24/2012
|
36,034
|
2.63
|
|
9/24/2012
|
8,643
|
2.63
|
|
9/24/2012
|
144,134
|
2.6275
|
|
9/24/2012
|
34,574
|
2.6275
|
|
9/25/2012
|
36,034
|
2.58
|
|
9/25/2012
|
8,643
|
2.58
|
|
9/25/2012
|
144,134
|
2.62
|
|
9/25/2012
|
34,574
|
2.62
|
|
9/26/2012
|
72,067
|
2.54
|
|
9/26/2012
|
17,287
|
2.54
|
|
9/27/2012
|
144,134
|
2.56
|
|
9/27/2012
|
34,574
|
2.56
|
|
9/28/2012
|
72,067
|
2.565
|
|
9/28/2012
|
17,287
|
2.565
|
|
10/1/2012
|
840,000
|
2.5775
|
|
10/2/2012
|
70,221
|
2.6
|
|
10/2/2012
|
17,287
|
2.6
|
|
10/2/2012
|
70,221
|
2.58
|
|
10/2/2012
|
17,287
|
2.58
|
|
10/3/2012
|
415,000
|
2.63
|
|
10/3/2012
|
140,442
|
2.63
|
|
10/3/2012
|
34,574
|
2.63
|
|
10/4/2012
|
136,902
|
2.65
|
|
10/4/2012
|
34,574
|
2.65
|
|
10/8/2012
|
415,000
|
2.715
|
|
10/8/2012
|
136,902
|
2.72
|
|
10/8/2012
|
34,574
|
2.72
|
|
10/9/2012
|
37,115
|
2.74
|
|
10/10/2012
|
9,200
|
2.74
|
|
10/11/2012
|
18,405
|
2.81
|
|
10/12/2012
|
60,761
|
2.77
|
|
10/12/2012
|
17,287
|
2.77
|
|
10/15/2012
|
121,522
|
2.7725
|
|
10/15/2012
|
34,574
|
2.7725
|
|
CUSIP No. 37244E107
|
SCHEDULE 13D
|
Page 20 of 20 Pages
|
|
10/16/2012
|
121,522
|
2.77
|
|
10/16/2012
|
34,574
|
2.77
|
|
10/17/2012
|
121,522
|
2.78
|
|
10/17/2012
|
34,574
|
2.78
|
|
10/18/2012
|
73,620
|
2.79
|
| BLACK DIAMOND ARBITRAGE OFFSHORE LTD. | ||||
| By: Carlson Capital, L.P., its investment manager | ||||
|
|
/s/ Clint D. Carlson
|
|||
|
|
Name: Clint D. Carlson
|
|||
|
|
Title: President
|
| DOUBLE BLACK DIAMOND OFFSHORE LTD.
|
||||
| By: Carlson Capital, L.P., its investment manager | ||||
|
|
/s/ Clint D. Carlson
|
|||
|
|
Name: Clint D. Carlson
|
|||
|
|
Title: President
|
| BLACK DIAMOND OFFSHORE LTD. | ||||
| By: Carlson Capital, L.P., its investment manager | ||||
|
|
/s/ Clint D. Carlson
|
|||
|
|
Name: Clint D. Carlson
|
|||
|
|
Title: President
|
|
BLACK DIAMOND THEMATIC OFFSHORE LTD.
|
||||
| By: Carlson Capital, L.P., its investment manager | ||||
|
|
/s/ Clint D. Carlson
|
|||
|
|
Name: Clint D. Carlson
|
|||
|
|
Title: President
|
|
CARLSON CAPITAL, L.P.
|
||||
|
|
/s/ Clint D. Carlson
|
|||
|
|
Name: Clint D. Carlson
|
|||
|
|
Title: President
|
| ASGARD INVESTMENT CORP. II | ||||
|
|
/s/ Clint D. Carlson
|
|||
|
|
Name: Clint D. Carlson
|
|||
|
|
Title: President
|
| ASGARD INVESTMENT CORP. | ||||
|
|
/s/ Clint D. Carlson
|
|||
|
|
Name: Clint D. Carlson
|
|||
|
|
Title: President
|
|
|
By: |
/s/ Clint D. Carlson
|
||
|
|
Name: Clint D. Carlson
|
|||
|
|