Sec Form 13D Filing - BRIGADE CAPITAL MANAGEMENT LP filing for Greenfire Resources Ltd.Greenfire Resources Ltd. - 2023-11-07

Aaron Michael Daniels, Esq.

Brigade Capital Management, LP

399 Park Ave, 16th Floor

New York, NY 10022

(212) 745-9700

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

6,063,582

6,063,582

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,063,582

6,063,582

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,063,582

6,063,582

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

(a-c, f) This Schedule 13D is being filed jointly by Brigade Capital Management, LP, a Delaware limited partnership (“Brigade CM”), Brigade Capital Management GP, LLC, a Delaware limited liability company (“Brigade GP”) and Donald E. Morgan, III.

Brigade CM, Brigade GP and Mr. Morgan are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons” or “Brigade.”

The principal business of Brigade CM is managing investments. The business address and principal executive offices of Brigade CM are located at 399 Park Avenue, 16th Floor, New York, NY 10022.

Brigade GP is the general partner of Brigade CM. The business address and principal executive offices of Brigade GP are located at 399 Park Avenue, 16th Floor, New York, NY 10022.

Mr. Morgan is the managing member of Brigade GP and his business address is 399 Park Avenue, 16th Floor, New York, NY 10022.

The Common Shares to which this Schedule 13D relates are held directly by private investment funds and accounts managed by Brigade CM.

(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons 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 proceeding 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) Each natural person identified in this Item 2 is a citizen of the United States.

The Reporting Persons acquired the Shares because they believe the Shares are undervalued and represent an attractive investment opportunity.

An employee of Brigade Capital Management, LP, Matthew Perkal, serves on the Issuer’s Board of Directors.

Although the Reporting Persons do not have any specific plan or proposal to acquire, transfer or dispose of Common Shares at the time of this filing, consistent with their investment purpose, the Reporting Persons may, either directly or through one or more affiliates, from time to time or at any time and subject to price, market and general economic and fiscal conditions and other factors, acquire or seek to acquire additional shares of Common Shares in the open market, in privately negotiated transactions or otherwise, or dispose of or seek to dispose of all or a portion of such shares of Common Shares now owned or hereafter acquired. The Reporting Persons reserve the right to change their intention with respect to any or all of the matters required to be disclosed in this Item 4.

The Reporting Persons have not made a determination regarding a maximum or minimum number of shares of Common Shares or other securities of the Issuer that it may hold at any point in time.

Except as set forth herein and below, or as would occur upon completion of any of the matters discussed herein, the Reporting Persons have no present plans or proposals that would relate to or result in any of the matters set forth in clauses (a) through (j) of Item 4 of Schedule 13D. Although the foregoing reflects activities presently contemplated by such persons with respect to the Issuer, the foregoing is subject to change at any time.

(a)  As of the date hereof, the Reporting Persons beneficially own an aggregate of 6,063,582 Common Shares, representing approximately 8.8% of the Issuer based upon the 68,642,515 Common Shares outstanding as of October 20, 2023, according to the Form F-1 filed by the Issuer on October 23, 2023.

(b) The Common Shares are held directly by private investment funds and accounts managed by Brigade CM. As of the date hereof, the Reporting Persons have the shared power to vote and dispose of 6,063,582 Common Shares.

(c) Please see Exhibit B below for transactions in Common Shares by the Reporting Persons.

(d) No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, Common Shares beneficially owned by the Reporting Persons.

(e) Not applicable.

The Reporting Persons specifically disclaim beneficial ownership in the Shares reported herein except to the extent of their pecuniary interest therein.

Other than as described below and in Item 4 herein, there are no contracts, arrangements, understandings or relationships with respect to securities of the Issuer.

Donald E. Morgan, III owns limited partnership interests in a sponsor investment vehicle that holds Common Shares of the Issuer. Mr. Morgan does not have beneficial ownership of the Issuer’s Common Shares held by the sponsor investment vehicle.

Joint Filing Statement