0000909518-14-000218.txt : 20140624 0000909518-14-000218.hdr.sgml : 20140624 20140617143648 ACCESSION NUMBER: 0000909518-14-000218 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140617 DATE AS OF CHANGE: 20140617 GROUP MEMBERS: APRIORI CAPITAL GMBH GROUP MEMBERS: APRIORI CAPITAL PARTNERS III LLC GROUP MEMBERS: APRIORI CAPITAL PARTNERS L.P. GROUP MEMBERS: APRIORI CAPITAL PARTNERS LLC GROUP MEMBERS: COLIN A. TAYLOR GROUP MEMBERS: DLJ MB PARTNERSIII GMBH & CO. KG GROUP MEMBERS: DLJ MERCHANT BANKING PARTNERS III L.P. GROUP MEMBERS: DLJ OFFSHORE PARTNERS III L.P. GROUP MEMBERS: DLJ OFFSHORE PARTNERS III-1 C.V. GROUP MEMBERS: DLJ OFFSHORE PARTNERS III-2 C.V. GROUP MEMBERS: MBP III PLAN INVESTORS L.P. GROUP MEMBERS: MILLENNIUM PARTNERS II L.P. GROUP MEMBERS: SUSAN C. SCHNABEL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BASIC ENERGY SERVICES INC CENTRAL INDEX KEY: 0001109189 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 542091194 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81236 FILM NUMBER: 14925073 BUSINESS ADDRESS: STREET 1: 801 CHERRY STREET STREET 2: SUITE 2100, UNIT #21 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-334-4100 MAIL ADDRESS: STREET 1: 801 CHERRY STREET STREET 2: SUITE 2100, UNIT #21 CITY: FORT WORTH STATE: TX ZIP: 76102 FORMER COMPANY: FORMER CONFORMED NAME: SIERRA WELL SERVICE INC DATE OF NAME CHANGE: 20000313 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DLJ MERCHANT BANKING PARTNERS III LP CENTRAL INDEX KEY: 0001124685 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 277 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10172 SC 13D/A 1 mm06-1714bes_sc13da2.htm AMENDMENT NO. 2 mm06-1714bes_sc13da2.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 

 
Basic Energy Services, Inc.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of class of securities)
 
06985P100
(CUSIP number)
 
Susan C. Schnabel
11400 W. Olympic Blvd., Suite 1400
Los Angeles, CA 90064
424-276-4484
(Name, address and telephone number of person authorized to receive notices and communications)
 
June 17, 2014
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.
 
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 (the “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 ).
 

 


 

 
 
 


 
1.
 
NAME OF REPORTING PERSON:  DLJ Merchant Banking Partners III, L.P.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)  [   ]
(b)  [X]
3.
 
SEC USE ONLY
4.
 
SOURCE OF FUNDS:
N/A
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
7.
 
SOLE VOTING POWER:
3,875,131 (see Item 5)
8.
 
SHARED VOTING POWER:
0
9.
 
SOLE DISPOSITIVE POWER:
3,875,131 (see Item 5)
10.
 
SHARED DISPOSITIVE POWER:
0
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
3,875,131 (see Item 5)
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
  
[  ]
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
9.0% (see Item 5)*
14.
 
TYPE OF REPORTING PERSON:
PN
 
* Percentage calculation is based on the number of shares of Common Stock outstanding as of April 28, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014.
 

 
2
 


 
1.
 
NAME OF REPORTING PERSON:  DLJ Offshore Partners III, L.P.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)  [   ]
(b)  [X]
3.
 
SEC USE ONLY
4.
 
SOURCE OF FUNDS:
N/A
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
7.
 
SOLE VOTING POWER:
267,133 (see Item 5)
8.
 
SHARED VOTING POWER:
0
9.
 
SOLE DISPOSITIVE POWER:
267,133 (see Item 5)
10.
 
SHARED DISPOSITIVE POWER:
0
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
267,133 (see Item 5)
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
  
[  ]
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.6% (see Item 5)*
14.
 
TYPE OF REPORTING PERSON:
PN
 
* Percentage calculation is based on the number of shares of Common Stock outstanding as of April 28, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014.
 

 
3
 


 
1.
 
NAME OF REPORTING PERSON:  DLJ Offshore Partners III-1, C.V.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)  [   ]
(b)  [X]
3.
 
SEC USE ONLY
4.
 
SOURCE OF FUNDS:
N/A
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e): [  ]
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION:
Netherlands
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7.
 
SOLE VOTING POWER:
68,469 (see Item 5)
8.
 
SHARED VOTING POWER:
0
9.
 
SOLE DISPOSITIVE POWER:
68,469 (see Item 5)
10.
 
SHARED DISPOSITIVE POWER:
0
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
68,469 (see Item 5)
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
  
[  ]
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.2% (see Item 5)*
14.
 
TYPE OF REPORTING PERSON:
PN
 
* Percentage calculation is based on the number of shares of Common Stock outstanding as of April 28, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014.
 

 
4
 


 
1.
 
NAME OF REPORTING PERSON:  DLJ Offshore Partners III-2, C.V.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)  [   ]
(b)  [X]
3.
 
SEC USE ONLY
4.
 
SOURCE OF FUNDS:
N/A
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e): [  ]
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION:
Netherlands
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7.
 
SOLE VOTING POWER:
48,772 (see Item 5)
8.
 
SHARED VOTING POWER:
0
9.
 
SOLE DISPOSITIVE POWER:
48,772 (see Item 5)
10.
 
SHARED DISPOSITIVE POWER:
0
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
48,772 (see Item 5)
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
  
[  ]
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.1% (see Item 5)*
14.
 
TYPE OF REPORTING PERSON:
PN
 
* Percentage calculation is based on the number of shares of Common Stock outstanding as of April 28, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014.
 

 
5
 


 
1.
 
NAME OF REPORTING PERSON:  DLJ MB PartnersIII GmbH & Co. KG
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)  [   ]
(b)  [X]
3.
 
SEC USE ONLY
4.
 
SOURCE OF FUNDS:
N/A
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e): [  ]
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION:
Germany
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7.
 
SOLE VOTING POWER:
32,358 (see Item 5)
8.
 
SHARED VOTING POWER:
0
9.
 
SOLE DISPOSITIVE POWER:
32,358 (see Item 5)
10.
 
SHARED DISPOSITIVE POWER:
0
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
32,358 (see Item 5)
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
  
[  ]
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.1% (see Item 5)*
14.
 
TYPE OF REPORTING PERSON:
PN
 
* Percentage calculation is based on the number of shares of Common Stock outstanding as of April 28, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014.
 

 
6
 


 
1.
 
NAME OF REPORTING PERSON:  Millennium Partners II,  L.P.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)  [   ]
(b)  [X]
3.
 
SEC USE ONLY
4.
 
SOURCE OF FUNDS:
N/A
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
7.
 
SOLE VOTING POWER:
21,931 (see Item 5)
8.
 
SHARED VOTING POWER:
0
9.
 
SOLE DISPOSITIVE POWER:
21,931 (see Item 5)
10.
 
SHARED DISPOSITIVE POWER:
0
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
21,931 (see Item 5)
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
  
[  ]
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.1% (see Item 5)*
14.
 
TYPE OF REPORTING PERSON:
PN
 
* Percentage calculation is based on the number of shares of Common Stock outstanding as of April 28, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014.
 

 
7
 


 
1.
 
NAME OF REPORTING PERSON:  MBP III Plan Investors, L.P.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)  [   ]
(b)  [X]
3.
 
SEC USE ONLY
4.
 
SOURCE OF FUNDS:
N/A
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
7.
 
SOLE VOTING POWER:
0
8.
 
SHARED VOTING POWER:
686,224 (see Item 5)
9.
 
SOLE DISPOSITIVE POWER:
686,224 (see Item 5)
10.
 
SHARED DISPOSITIVE POWER:
0
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
686,224 (see Item 5)
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
  
[  ]
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
1.6% (see Item 5)*
14.
 
TYPE OF REPORTING PERSON:
PN
 
* Percentage calculation is based on the number of shares of Common Stock outstanding as of April 28, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014.
 

 
8
 


 
1.
 
NAME OF REPORTING PERSON:  aPriori Capital Partners LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)  [   ]
(b)  [X]
3.
 
SEC USE ONLY
4.
 
SOURCE OF FUNDS:
N/A
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
7.
 
SOLE VOTING POWER:
0
8.
 
SHARED VOTING POWER:
5,000,018 (see Item 5)†
9.
 
SOLE DISPOSITIVE POWER:
0
10.
 
SHARED DISPOSITIVE POWER:
5,000,018 (see Item 5) †
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,000,018 (see Item 5) †
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
  
[  ]
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
11.6% (see Item 5) †*
14.
 
TYPE OF REPORTING PERSON:
OO (limited liability company)
 
†Reflects shares of Common Stock beneficially owned directly by each of:  DLJ Merchant Banking Partners III, L.P.; DLJ Offshore Partners III, L.P.; DLJ Offshore Partners III-1, C.V.; DLJ Offshore Partners III-2, C.V.; DLJ MB PartnersIII GmbH & Co. KG; Millennium Partners II, L.P. and MBP III Plan Investors, L.P.
 
 
* Percentage calculation is based on the number of shares of Common Stock outstanding as of April 28, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014.
 

 
9
 


 
1.
 
NAME OF REPORTING PERSON:  aPriori Capital Partners L.P.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)  [   ]
(b)  [X]
3.
 
SEC USE ONLY
4.
 
SOURCE OF FUNDS:
N/A
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
7.
 
SOLE VOTING POWER:
0
8.
 
SHARED VOTING POWER:
5,000,018 (see Item 5) †
9.
 
SOLE DISPOSITIVE POWER:
0
10.
 
SHARED DISPOSITIVE POWER:
5,000,018 (see Item 5) †
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,000,018 (see Item 5) †
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
  
[  ]
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
11.6% (see Item 5) †*
14.
 
TYPE OF REPORTING PERSON:
PN
 
†Reflects shares of Common Stock beneficially owned directly by each of:  DLJ Merchant Banking Partners III, L.P.; DLJ Offshore Partners III, L.P.; DLJ Offshore Partners III-1, C.V.; DLJ Offshore Partners III-2, C.V.; DLJ MB PartnersIII GmbH & Co. KG; Millennium Partners II, L.P. and MBP III Plan Investors, L.P.
 
* Percentage calculation is based on the number of shares of Common Stock outstanding as of April 28, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014.
 
 

 

 
10
 


 
1.
 
NAME OF REPORTING PERSON:  aPriori Capital Partners III LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)  [   ]
(b)  [X]
3.
 
SEC USE ONLY
4.
 
SOURCE OF FUNDS:
N/A
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
7.
 
SOLE VOTING POWER:
0
8.
 
SHARED VOTING POWER:
5,000,018 (see Item 5) †
9.
 
SOLE DISPOSITIVE POWER:
0
10.
 
SHARED DISPOSITIVE POWER:
5,000,018 (see Item 5) †
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,000,018 (see Item 5) †
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
  
[  ]
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
11.6% (see Item 5) †*
14.
 
TYPE OF REPORTING PERSON:
OO (limited liability company)
 
†Reflects shares of Common Stock beneficially owned directly by each of:  DLJ Merchant Banking Partners III, L.P.; DLJ Offshore Partners III, L.P.; DLJ Offshore Partners III-1, C.V.; DLJ Offshore Partners III-2, C.V.; DLJ MB PartnersIII GmbH & Co. KG; Millennium Partners II, L.P. and MBP III Plan Investors, L.P.
 
* Percentage calculation is based on the number of shares of Common Stock outstanding as of April 28, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014.
 

 
11
 


 
1.
 
NAME OF REPORTING PERSON:  aPriori Capital GmbH
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)  [   ]
(b)  [X]
3.
 
SEC USE ONLY
4.
 
SOURCE OF FUNDS:
N/A
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e): [  ]
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION:
Germany
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7.
 
SOLE VOTING POWER:
0
8.
 
SHARED VOTING POWER:
5,000,018 (see Item 5) †
9.
 
SOLE DISPOSITIVE POWER:
0
10.
 
SHARED DISPOSITIVE POWER:
5,000,018 (see Item 5) †
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,000,018 (see Item 5) †
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
  
[  ]
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
11.6% (see Item 5) †*
14.
 
TYPE OF REPORTING PERSON:
OO (limited liability company)
 
†Reflects shares of Common Stock beneficially owned directly by each of:  DLJ Merchant Banking Partners III, L.P.; DLJ Offshore Partners III, L.P.; DLJ Offshore Partners III-1, C.V.; DLJ Offshore Partners III-2, C.V.; DLJ MB PartnersIII GmbH & Co. KG; Millennium Partners II, L.P. and MBP III Plan Investors, L.P.
 
* Percentage calculation is based on the number of shares of Common Stock outstanding as of April 28, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014.
 

 
12
 


 
1.
 
NAME OF REPORTING PERSON:  Susan C. Schnabel
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)  [   ]
(b)  [X]
3.
 
SEC USE ONLY
4.
 
SOURCE OF FUNDS:
N/A
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
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7.
 
SOLE VOTING POWER:
0
8.
 
SHARED VOTING POWER:
5,000,018 (see Item 5) †
9.
 
SOLE DISPOSITIVE POWER:
0
10.
 
SHARED DISPOSITIVE POWER:
5,000,018 (see Item 5) †
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,000,018 (see Item 5) †
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
  
[  ]
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
11.6% (see Item 5) †*
14.
 
TYPE OF REPORTING PERSON:
IN
 
†Reflects shares of Common Stock beneficially owned directly by each of:  DLJ Merchant Banking Partners III, L.P.; DLJ Offshore Partners III, L.P.; DLJ Offshore Partners III-1, C.V.; DLJ Offshore Partners III-2, C.V.; DLJ MB PartnersIII GmbH & Co. KG; Millennium Partners II, L.P. and MBP III Plan Investors, L.P.
 
* Percentage calculation is based on the number of shares of Common Stock outstanding as of April 28, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014.
 

 
13
 


 
1.
 
NAME OF REPORTING PERSON:  Colin A. Taylor
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)  [   ]
(b)  [X]
3.
 
SEC USE ONLY
4.
 
SOURCE OF FUNDS:
N/A
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e): [  ]
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION:
Canada
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7.
 
SOLE VOTING POWER:
0
8.
 
SHARED VOTING POWER:
5,000,018 (see Item 5) †
9.
 
SOLE DISPOSITIVE POWER:
0
10.
 
SHARED DISPOSITIVE POWER:
5,000,018 (see Item 5) †
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,000,018 (see Item 5) †
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
  
[  ]
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
11.6% (see Item 5) †*
14.
 
TYPE OF REPORTING PERSON:
IN
 
†Reflects shares of Common Stock beneficially owned directly by each of:  DLJ Merchant Banking Partners III, L.P.; DLJ Offshore Partners III, L.P.; DLJ Offshore Partners III-1, C.V.; DLJ Offshore Partners III-2, C.V.; DLJ MB PartnersIII GmbH & Co. KG; Millennium Partners II, L.P. and MBP III Plan Investors, L.P.
 
* Percentage calculation is based on the number of shares of Common Stock outstanding as of April 28, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014.
 

 
14
 

This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) amends and supplements the Statement on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on April 10, 2014 (the “Schedule 13D”) and the Amendment No. 1 to the Schedule 13D filed on June 12, 2014.  All terms used in this Amendment No. 2, but not defined herein, have the meaning given to such terms in the Schedule 13D.

 
Item 4.
Purpose of Transaction.
 
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:

As previously disclosed, on June 9, 2014, the Funds entered into an underwriting agreement with the Issuer and Goldman, Sachs & Co., as underwriter, relating to the sale by the Funds of an aggregate of 5,545,898 shares of Common Stock at a price of $25.50 per share, after underwriting discounts and commissions.  On June 17, 2014, the Funds sold an additional 831,885 shares of Common Stock at a price of $25.50 per share, after underwriting discounts and commissions, pursuant to the election by the Underwriter of its option to purchase additional shares.
 

 
Item 5.                                Interests in the Securities of the Issuer.
 
Items 5(a), 5(b), and 5(c) of the Schedule 13D are hereby amended and restated in their entirety to read as follows:

(a) and (b) The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Amendment No. 2 are incorporated herein by reference.  As of June 17, 2014, the Reporting Persons beneficially owned in the aggregate 5,000,018 shares of Common Stock, representing approximately 11.6% of the shares of Common Stock outstanding (based on 43,170,095 shares of Common Stock outstanding as of April 28, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014).

(c) As previously disclosed, on June 9, 2014, the Funds entered into an underwriting agreement with the Issuer and Goldman, Sachs & Co., as underwriter, relating to the sale by the Funds of an aggregate of 5,545,898 shares of Common Stock at a price of $25.50 per share, after underwriting discounts and commissions.  On June 17, 2014, the Funds sold an additional 831,885 shares of Common Stock at a price of $25.50 per share, after underwriting discounts and commissions, pursuant to the election by the Underwriter of its option to purchase additional shares.
 
 
   
   
   
   
 

 

 
15
 

SIGNATURES
 
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:  June 17, 2014

 
DLJ MERCHANT BANKING PARTNERS III, L.P.
   
 
By:
aPriori Capital Partners III LLC,
its general partner
 
     
 
By:
/s/ Susan C. Schnabel
   
Name:
Susan C. Schnabel
   
Title:
Authorized Person
       
 
DLJ OFFSHORE PARTNERS III, L.P.
   
 
By:
aPriori Capital Partners III LLC,
its general partner
       
 
By:
/s/ Susan C. Schnabel
   
Name:
Susan C. Schnabel
   
Title:
Authorized Person
       
 
DLJ OFFSHORE PARTNERS III-1, C.V.
       
 
By:
aPriori Capital Partners III LLC,
its general partner
     
 
By:
/s/ Susan C. Schnabel
   
Name:
Susan C. Schnabel
   
Title:
Authorized Person
       
 
DLJ OFFSHORE PARTNERS III-2, C.V.
   
 
By:
aPriori Capital Partners III LLC,
its general partner
       
 
By:
/s/ Susan C. Schnabel
   
Name:
Susan C. Schnabel
   
Title:
Authorized Person
       
 
DLJ MB PARTNERS III GMBH & CO. KG
       
 
By:
aPriori Capital GmbH,
its general partner
       
 
By:
/s/ Robert P. Espinosa
   
Name:
Robert P. Espinosa
   
Title:
Managing Director
       
 
 
 
 
16
 
 
 
 
MILLENNIUM PARTNERS II, L.P.
   
 
By:
aPriori Capital Partners III LLC,
its general partner
     
 
By:
/s/ Susan C. Schnabel
   
Name:
Susan C. Schnabel
   
Title:
Authorized Person
       
 
MBP III PLAN INVESTORS, L.P.
   
 
By:
aPriori Capital Partners III LLC,
its general partner
       
 
By:
/s/ Susan C. Schnabel
   
Name:
Susan C. Schnabel
   
Title:
Authorized Person
       
 
APRIORI CAPITAL PARTNERS III LLC
       
 
By:
/s/ Susan C. Schnabel
   
Name:
Susan C. Schnabel
   
Title:
Authorized Person
       
 
APRIORI CAPITAL PARTNERS L.P.
       
 
By:
aPriori Capital Partners LLC,
its general partner
     
 
By:
/s/ Susan C. Schnabel
   
Name:
Susan C. Schnabel
   
Title:
Authorized Person
       
 
APRIORI CAPITAL GMBH
   
 
By:
/s/ Robert P. Espinosa
   
Name:
Robert P. Espinosa
 
 
Title:
Managing Director
       
 
APRIORI CAPITAL PARTNERS LLC
   
 
By:
/s/ Susan C. Schnabel
   
Name:
Susan C. Schnabel
   
Title:
Authorized Person
       
   
/s/ Susan C. Schnabel
   
Susan C. Schnabel
       
   
/s/ Colin A. Taylor
   
Colin A. Taylor
 

17