EASTMAN KODAK CO

Major Shareholding Notification • Dec 4, 2019

SC 13D/A 1 d825682dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

EASTMAN KODAK COMPANY

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

277461 40 6

(CUSIP Number)

Marisa Beeney

GSO Capital Partners LP

345 Park Avenue

New York, New York 10154

Tel: (212) 583-5000

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

December 3, 2019

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 277461 40 6 Page 2 of 25

1	Names of reporting persons GSO Palmetto Opportunistic Investment Partners LP
2	Check the appropriate box
if a member of a group (see instructions) (a) ☐ (b) ☒
3	SEC use only
4	Source of funds (see
instructions) OO
5	Check box if disclosure of
legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
6	Citizenship or place of
organization Delaware

Number of shares beneficially owned by each reporting person with	Sole voting power 0
8	Shared voting power 0
9	Sole dispositive power 0
10	Shared dispositive power 0

11	Aggregate amount beneficially owned by each reporting person 0
12	Check box if the aggregate
amount in Row (11) excludes certain shares (see instructions) ☐
13	Percent of class
represented by amount in Row (11) 0%
14	Type of reporting person
(see instructions) PN

CUSIP No. 277461 40 6 Page 3 of 25

1	Names of reporting persons GSO Credit-A Partners LP
2	Check the appropriate box
if a member of a group (see instructions) (a) ☐ (b) ☒
3	SEC use only
4	Source of funds (see
instructions) OO
5	Check box if disclosure of
legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
6	Citizenship or place of
organization Delaware

Number of shares beneficially owned by each reporting person with	Sole voting power 0
8	Shared voting power 0
9	Sole dispositive power 0
10	Shared dispositive power 0

11	Aggregate amount beneficially owned by each reporting person 0
12	Check box if the aggregate
amount in Row (11) excludes certain shares (see instructions) ☐
13	Percent of class
represented by amount in Row (11) 0%
14	Type of reporting person
(see instructions) PN

CUSIP No. 277461 40 6 Page 4 of 25

1	Names of reporting persons GSO Special Situations Master Fund LP
2	Check the appropriate box
if a member of a group (see instructions) (a) ☐ (b) ☒
3	SEC use only
4	Source of funds (see
instructions) OO
5	Check box if disclosure of
legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
6	Citizenship or place of
organization Cayman Islands, British West
Indies

Number of shares beneficially owned by each reporting person with	Sole voting power 0
8	Shared voting power 0
9	Sole dispositive power 0
10	Shared dispositive power 0

11	Aggregate amount beneficially owned by each reporting person 0
12	Check box if the aggregate
amount in Row (11) excludes certain shares (see instructions) ☐
13	Percent of class
represented by amount in Row (11) 0%
14	Type of reporting person
(see instructions) PN

CUSIP No. 277461 40 6 Page 5 of 25

1	Names of reporting persons GSO Cactus Credit Opportunities Fund LP
2	Check the appropriate box
if a member of a group (see instructions) (a) ☐ (b) ☒
3	SEC use only
4	Source of funds (see
instructions) OO
5	Check box if disclosure of
legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
6	Citizenship or place of
organization Delaware

Number of shares beneficially owned by each reporting person with	Sole voting power 0
8	Shared voting power 0
9	Sole dispositive power 0
10	Shared dispositive power 0

11	Aggregate amount beneficially owned by each reporting person 0
12	Check box if the aggregate
amount in Row (11) excludes certain shares (see instructions) ☐
13	Percent of class
represented by amount in Row (11) 0%
14	Type of reporting person
(see instructions) PN

CUSIP No. 277461 40 6 Page 6 of 25

1	Names of reporting persons GSO Credit Alpha Trading (Cayman) LP
2	Check the appropriate box
if a member of a group (see instructions) (a) ☐ (b) ☒
3	SEC use only
4	Source of funds (see
instructions) OO
5	Check box if disclosure of
legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
6	Citizenship or place of
organization Cayman
Islands

Number of shares beneficially owned by each reporting person with	Sole voting power 0
8	Shared voting power 0
9	Sole dispositive power 0
10	Shared dispositive power 0

11	Aggregate amount beneficially owned by each reporting person 0
12	Check box if the aggregate
amount in Row (11) excludes certain shares (see instructions) ☐
13	Percent of class
represented by amount in Row (11) 0%
14	Type of reporting person
(see instructions) PN

CUSIP No. 277461 40 6 Page 7 of 25

1	Names of reporting persons GSO Palmetto Opportunistic Associates LLC
2	Check the appropriate box
if a member of a group (see instructions) (a) ☐ (b) ☒
3	SEC use only
4	Source of funds (see
instructions) OO
5	Check box if disclosure of
legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
6	Citizenship or place of
organization Delaware

Number of shares beneficially owned by each reporting person with	Sole voting power 0
8	Shared voting power 0
9	Sole dispositive power 0
10	Shared dispositive power 0

11	Aggregate amount beneficially owned by each reporting person 0
12	Check box if the aggregate
amount in Row (11) excludes certain shares (see instructions) ☐
13	Percent of class
represented by amount in Row (11) 0%
14	Type of reporting person
(see instructions) OO

CUSIP No. 277461 40 6 Page 8 of 25

1	Names of reporting persons GSO Credit-A Associates LLC
2	Check the appropriate box
if a member of a group (see instructions) (a) ☐ (b) ☒
3	SEC use only
4	Source of funds (see
instructions) OO
5	Check box if disclosure of
legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
6	Citizenship or place of
organization Delaware

Number of shares beneficially owned by each reporting person with	Sole voting power 0
8	Shared voting power 0
9	Sole dispositive power 0
10	Shared dispositive power 0

11	Aggregate amount beneficially owned by each reporting person 0
12	Check box if the aggregate
amount in Row (11) excludes certain shares (see instructions) ☐
13	Percent of class
represented by amount in Row (11) 0%
14	Type of reporting person
(see instructions) OO

CUSIP No. 277461 40 6 Page 9 of 25

1	Names of reporting persons GSO Holdings I L.L.C.
2	Check the appropriate box
if a member of a group (see instructions) (a) ☐ (b) ☒
3	SEC use only
4	Source of funds (see
instructions) OO
5	Check box if disclosure of
legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
6	Citizenship or place of
organization Delaware

Number of shares beneficially owned by each reporting person with	Sole voting power 0
8	Shared voting power 0
9	Sole dispositive power 0
10	Shared dispositive power 0

11	Aggregate amount beneficially owned by each reporting person 0
12	Check box if the aggregate
amount in Row (11) excludes certain shares (see instructions) ☐
13	Percent of class
represented by amount in Row (11) 0%
14	Type of reporting person
(see instructions) OO

CUSIP No. 277461 40 6 Page 10 of 25

1	Names of reporting persons GSO Capital Partners LP
2	Check the appropriate box
if a member of a group (see instructions) (a) ☐ (b) ☒
3	SEC use only
4	Source of funds (see
instructions) OO
5	Check box if disclosure of
legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
6	Citizenship or place of
organization Delaware

Number of shares beneficially owned by each reporting person with	Sole voting power 0
8	Shared voting power 0
9	Sole dispositive power 0
10	Shared dispositive power 0

11	Aggregate amount beneficially owned by each reporting person 0
12	Check box if the aggregate
amount in Row (11) excludes certain shares (see instructions) ☐
13	Percent of class
represented by amount in Row (11) 0%
14	Type of reporting person
(see instructions) PN

CUSIP No. 277461 40 6 Page 11 of 25

1	Names of reporting persons GSO Advisor Holdings L.L.C.
2	Check the appropriate box
if a member of a group (see instructions) (a) ☐ (b) ☒
3	SEC use only
4	Source of funds (see
instructions) OO
5	Check box if disclosure of
legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
6	Citizenship or place of
organization Delaware

Number of shares beneficially owned by each reporting person with	Sole voting power 0
8	Shared voting power 0
9	Sole dispositive power 0
10	Shared dispositive power 0

11	Aggregate amount beneficially owned by each reporting person 0
12	Check box if the aggregate
amount in Row (11) excludes certain shares (see instructions) ☐
13	Percent of class
represented by amount in Row (11) 0%
14	Type of reporting person
(see instructions) OO

CUSIP No. 277461 40 6 Page 12 of 25

1	Names of reporting persons Blackstone Holdings I L.P.
2	Check the appropriate box
if a member of a group (see instructions) (a) ☐ (b) ☒
3	SEC use only
4	Source of funds (see
instructions) OO
5	Check box if disclosure of
legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
6	Citizenship or place of
organization Delaware

Number of shares beneficially owned by each reporting person with	Sole voting power 0
8	Shared voting power 0
9	Sole dispositive power 0
10	Shared dispositive power 0

11	Aggregate amount beneficially owned by each reporting person 0
12	Check box if the aggregate
amount in Row (11) excludes certain shares (see instructions) ☐
13	Percent of class
represented by amount in Row (11) 0%
14	Type of reporting person
(see instructions) PN

CUSIP No. 277461 40 6 Page 13 of 25

1	Names of reporting persons Blackstone Holdings II L.P.
2	Check the appropriate box
if a member of a group (see instructions) (a) ☐ (b) ☒
3	SEC use only
4	Source of funds (see
instructions) OO
5	Check box if disclosure of
legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
6	Citizenship or place of
organization Delaware

Number of shares beneficially owned by each reporting person with	Sole voting power 0
8	Shared voting power 0
9	Sole dispositive power 0
10	Shared dispositive power 0

11	Aggregate amount beneficially owned by each reporting person 0
12	Check box if the aggregate
amount in Row (11) excludes certain shares (see instructions) ☐
13	Percent of class
represented by amount in Row (11) 0%
14	Type of reporting person
(see instructions) PN

CUSIP No. 277461 40 6 Page 14 of 25

1	Names of reporting persons Blackstone Holdings I/II GP L.L.C. (f/k/a Blackstone Holdings I/II GP Inc.)
2	Check the appropriate box
if a member of a group (see instructions) (a) ☐ (b) ☒
3	SEC use only
4	Source of funds (see
instructions) OO
5	Check box if disclosure of
legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
6	Citizenship or place of
organization Delaware

Number of shares beneficially owned by each reporting person with	Sole voting power 0
8	Shared voting power 0
9	Sole dispositive power 0
10	Shared dispositive power 0

11	Aggregate amount beneficially owned by each reporting person 0
12	Check box if the aggregate
amount in Row (11) excludes certain shares (see instructions) ☐
13	Percent of class
represented by amount in Row (11) 0%
14	Type of reporting person
(see instructions) OO

CUSIP No. 277461 40 6 Page 15 of 25

1	Names of reporting persons The Blackstone Group Inc. (f/k/a The Blackstone Group L.P.)
2	Check the appropriate box
if a member of a group (see instructions) (a) ☐ (b) ☒
3	SEC use only
4	Source of funds (see
instructions) OO
5	Check box if disclosure of
legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
6	Citizenship or place of
organization Delaware

Number of shares beneficially owned by each reporting person with	Sole voting power 0
8	Shared voting power 0
9	Sole dispositive power 0
10	Shared dispositive power 0

11	Aggregate amount beneficially owned by each reporting person 0
12	Check box if the aggregate
amount in Row (11) excludes certain shares (see instructions) ☐
13	Percent of class
represented by amount in Row (11) 0%
14	Type of reporting person
(see instructions) CO

CUSIP No. 277461 40 6 Page 16 of 25

1	Names of reporting persons Blackstone Group Management L.L.C.
2	Check the appropriate box
if a member of a group (see instructions) (a) ☐ (b) ☒
3	SEC use only
4	Source of funds (see
instructions) OO
5	Check box if disclosure of
legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
6	Citizenship or place of
organization Delaware

Number of shares beneficially owned by each reporting person with	Sole voting power 0
8	Shared voting power 0
9	Sole dispositive power 0
10	Shared dispositive power 0

11	Aggregate amount beneficially owned by each reporting person 0
12	Check box if the aggregate
amount in Row (11) excludes certain shares (see instructions) ☐
13	Percent of class
represented by amount in Row (11) 0%
14	Type of reporting person
(see instructions) OO

CUSIP No. 277461 40 6 Page 17 of 25

1	Names of reporting persons Bennett J. Goodman
2	Check the appropriate box
if a member of a group (see instructions) (a) ☐ (b) ☒
3	SEC use only
4	Source of funds (see
instructions) OO
5	Check box if disclosure of
legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
6	Citizenship or place of
organization United States of
America

Number of shares beneficially owned by each reporting person with	Sole voting power 0
8	Shared voting power 0
9	Sole dispositive power 0
10	Shared dispositive power 0

11	Aggregate amount beneficially owned by each reporting person 0
12	Check box if the aggregate
amount in Row (11) excludes certain shares (see instructions) ☐
13	Percent of class
represented by amount in Row (11) 0%
14	Type of reporting person
(see instructions) IN

CUSIP No. 277461 40 6 Page 18 of 25

1	Names of reporting persons J. Albert Smith III
2	Check the appropriate box
if a member of a group (see instructions) (a) ☐ (b) ☒
3	SEC use only
4	Source of funds (see
instructions) OO
5	Check box if disclosure of
legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
6	Citizenship or place of
organization United States of
America

Number of shares beneficially owned by each reporting person with	Sole voting power 0
8	Shared voting power 0
9	Sole dispositive power 0
10	Shared dispositive power 0

11	Aggregate amount beneficially owned by each reporting person 0
12	Check box if the aggregate
amount in Row (11) excludes certain shares (see instructions) ☐
13	Percent of class
represented by amount in Row (11) 0
14	Type of reporting person
(see instructions) IN

CUSIP No. 277461 40 6 Page 19 of 25

1	Names of reporting persons Stephen A. Schwarzman
2	Check the appropriate box
if a member of a group (see instructions) (a) ☐ (b) ☒
3	SEC use only
4	Source of funds (see
instructions) OO
5	Check box if disclosure of
legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
6	Citizenship or place of
organization United States of
America

Number of shares beneficially owned by each reporting person with	Sole voting power 0
8	Shared voting power 0
9	Sole dispositive power 0
10	Shared dispositive power 0

11	Aggregate amount beneficially owned by each reporting person 0
12	Check box if the aggregate
amount in Row (11) excludes certain shares (see instructions) ☐
13	Percent of class
represented by amount in Row (11) 0%
14	Type of reporting person
(see instructions) IN

This Amendment No. 7 (“Amendment No. 7”) to Schedule 13D relates to the Common Stock, par value $0.01 per share (the “Common Stock”), of Eastman Kodak Company, a New Jersey corporation (the “Issuer”), and amends the initial statement on Schedule 13D filed on September 13, 2013, as amended on October 3, 2013, as amended on January 12, 2015, as amended on April 24, 2015, as amended on November 10, 2015, as amended on October 18, 2016 and as amended on April 11, 2018 (collectively, the “Schedule 13D”) filed by (i) GSO Palmetto Opportunistic Investment Partners LP, a Delaware limited partnership, (ii) GSO Credit-A Partners LP, a Delaware limited partnership, (iii) GSO Special Situations Master Fund LP, a Cayman Islands limited partnership, (iv) GSO Cactus Credit Opportunities Fund LP, a Delaware limited partnership, (v) GSO Credit Alpha Trading (Cayman) LP, a Cayman Islands limited partnership (GSO Palmetto Opportunistic Investment Partners LP, GSO Credit-A Partners LP, GSO Special Situations Master Fund LP, GSO Cactus Credit Opportunities Fund LP and GSO Credit Alpha Trading (Cayman) LP, collectively, the “GSO Funds”), (vi) GSO Palmetto Opportunistic Associates LLC, a Delaware limited liability company, (vii) GSO Credit-A Associates LLC, a Delaware limited liability company, (viii) GSO Holdings I L.L.C., a Delaware limited liability company, (ix) GSO Capital Partners LP, a Delaware limited partnership, (x) Bennett J. Goodman, (xi) J. Albert Smith III, (xii) GSO Advisor Holdings L.L.C., a Delaware limited liability company, (xiii) Blackstone Holdings I L.P., a Delaware limited partnership, (xiv) Blackstone Holdings II L.P., a Delaware limited partnership, (xv) Blackstone Holdings I/II GP L.L.C. (f/k/a Blackstone Holdings I/II GP Inc.), a Delaware limited liability company, (xvi) The Blackstone Group Inc. (f/k/a The Blackstone Group L.P.), a Delaware corporation, (xvii) Blackstone Group Management L.L.C., a Delaware limited liability company and (xviii) Stephen A. Schwarzman. Capitalized terms used but not defined in this Amendment No. 7 have the same meanings ascribed to them in the Schedule 13D.

Item 4. Purpose of Transaction.

Item 4 shall be supplemented by adding at the end thereof:

Purchase Agreement

Pursuant to a Purchase Agreement dated December 3, 2019 (the “Purchase Agreement”), the GSO Funds agreed to sell an aggregate of 8,875,211 shares of Common Stock for a purchase price of $2.50 per share. The closing of such sale is scheduled to occur on or about December 9, 2019.

Item 5. Interest in Securities of the Issuer.

Item 5(a)-(c) of Schedule 13D is hereby amended and restated as follows:

(a)-(b) Following the closing of the sales reported herein, the Reporting Persons beneficially own 0 shares of Common Stock.

(c) The Reporting Persons sold the following shares to the Purchasers pursuant to the Purchase Agreement at a price of $2.50 per share of Common Stock:

Reporting Person
GSO Palmetto Opportunistic Investment Partners LP	986,236
GSO Credit-A Partners LP	1,226,470
GSO Special Situations Master Fund LP	6,103,867
GSO Cactus Credit Opportunities Fund LP	272,869
GSO Credit Alpha Trading (Cayman) LP	285,769

Item 5(e) is hereby amended and restated as follows:

(e) Following the closing of the sales as described herein, the Reporting Persons cease to be the beneficial owners of more than five percent of the outstanding Common Stock.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of this Schedule 13D is hereby amended and supplemented as follows:

The information in Item 4 and Item 5 of this Schedule 13D is incorporated herein by reference.

On September 3, 2018, the net share settled warrants previously held by the GSO Funds expired pursuant to their terms.

Item 7. Material to be Filed as Exhibits.

Item 7 of this Schedule 13D is hereby amended and supplemented as follows:

Exhibit F Purchase Agreement

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 4, 2019

GSO PALMETTO OPPORTUNISTIC INVESTMENT PARTNERS LP
By:	GSO Palmetto Opportunistic Associates LLC, its general partner
By:	/s/ Marisa Beeney
	Name: Marisa Beeney
	Title: Authorized Signatory
GSO CREDIT-A PARTNERS LP
By:	GSO Credit-A Associates LLC, its general partner
By:	/s/ Marisa Beeney
	Name: Marisa Beeney
	Title: Authorized Signatory
GSO PALMETTO OPPORTUNISTIC ASSOCIATES LLC
By:	/s/ Marisa Beeney
	Name: Marisa Beeney
	Title: Authorized Signatory
GSO CREDIT-A ASSOCIATES LLC
By:	/s/ Marisa Beeney
	Name: Marisa Beeney
	Title: Authorized Signatory
GSO SPECIAL SITUATIONS MASTER FUND LP
By:	GSO Capital Partners LP, its investment advisor
By:	/s/ Marisa Beeney
	Name: Marisa Beeney
	Title: Authorized Signatory

GSO CREDIT ALPHA TRADING (CAYMAN) LP
By: GSO Capital Partners LP, its investment advisor
By:	/s/ Marisa Beeney
	Name: Marisa Beeney
	Title: Authorized Signatory
GSO CACTUS CREDIT OPPORTUNITIES FUND LP By: GSO Capital Partners LP, its investment advisor
By:	/s/ Marisa Beeney
	Name: Marisa Beeney
	Title: Authorized Signatory
GSO CAPITAL PARTNERS LP
By:	/s/ Marisa Beeney
	Name: Marisa Beeney
	Title: Authorized Signatory
GSO HOLDINGS I L.L.C.
By:	/s/ John G. Finley
	Name: John G. Finley
	Title: Chief Legal Officer
GSO ADVISOR HOLDINGS L.L.C.
By:	Blackstone Holdings I L.P., its sole member
By:	Blackstone Holdings I/II GP L.L.C., its general partner
By:	The Blackstone Group Inc., its sole member
By:	/s/ John G. Finley
	Name: John G. Finley
	Title: Chief Legal Officer

BLACKSTONE HOLDINGS I L.P.
By:	Blackstone Holdings I/II GP L.L.C., its general partner
By:	The Blackstone Group Inc., its sole member
By:	/s/ John G. Finley
	Name: John G. Finley
	Title: Chief Legal Officer
BLACKSTONE HOLDINGS II L.P.
By:	Blackstone Holdings I/II GP L.L.C., its general partner
By:	The Blackstone Group Inc., its sole member
By:	/s/ John G. Finley
	Name: John G. Finley
	Title: Chief Legal Officer
BLACKSTONE HOLDINGS I/II GP L.L.C.
By:	The Blackstone Group Inc., its sole member
By:	/s/ John G. Finley
	Name: John G. Finley
	Title: Chief Legal Officer
THE BLACKSTONE GROUP INC.
By:	/s/ John G. Finley
	Name: John G. Finley
	Title: Chief Legal Officer
BLACKSTONE GROUP MANAGEMENT L.L.C.
By:	/s/ John G. Finley
	Name: John G. Finley
	Title: Chief Legal Officer

STEPHEN A. SCHWARZMAN
/s/ Stephen A. Schwarzman
BENNETT J. GOODMAN
By:	/s/ Marisa Beeney
	Name: Marisa Beeney
	Title: Attorney-in-Fact
J. ALBERT SMITH III
By:	/s/ Marisa Beeney
	Name: Marisa Beeney
	Title: Attorney-in-Fact