0001123292-13-000329.txt : 20130214 0001123292-13-000329.hdr.sgml : 20130214 20130214172359 ACCESSION NUMBER: 0001123292-13-000329 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130214 GROUP MEMBERS: MICHAEL S. DELL GROUP MEMBERS: MSD CAPITAL L.P. GROUP MEMBERS: MSD CREDIT OPPORTUNITY FUND L.P. GROUP MEMBERS: MSD ENERGY INVESTMENTS PRIVATE II LLC GROUP MEMBERS: MSD ENERGY PARTNERS (MM) L.P. GROUP MEMBERS: MSD ENERGY PARTNERS L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HARVEST NATURAL RESOURCES, INC. CENTRAL INDEX KEY: 0000845289 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 770196707 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40996 FILM NUMBER: 13616147 BUSINESS ADDRESS: STREET 1: 1177 ENCLAVE PARKWAY STREET 2: STE 300 CITY: HOUSTON STATE: TX ZIP: 77077 BUSINESS PHONE: 281-899-5700 MAIL ADDRESS: STREET 1: 1177 ENCLAVE PARKWAY STREET 2: STE 300 CITY: HOUSTON STATE: TX ZIP: 77077 FORMER COMPANY: FORMER CONFORMED NAME: HARVEST NATURAL RESOURCES INC DATE OF NAME CHANGE: 20020805 FORMER COMPANY: FORMER CONFORMED NAME: BENTON OIL & GAS CO DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MSDC Management, L.P. CENTRAL INDEX KEY: 0001514334 IRS NUMBER: 271522220 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 645 FIFTH AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 303-1650 MAIL ADDRESS: STREET 1: 645 FIFTH AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 harvestnatural13g-02142013.htm harvestnatural13g-02142013.htm
CUSIP No.  41754V103
13G
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Schedule 13G
(Rule 13d-102)
 
Information to be Included in Statements Filed Pursuant to Rules 13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to Rule 13d-2(b)
(Amendment No. 1)*
 
Harvest Natual Resources, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
41754V103
(CUSIP Number)
December 31, 2012
(Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 o
Rule 13d-1(b)
 
 x
Rule 13d-1(c)
 
 o
Rule 13d-1(d)
__________________
*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 the disclosures provided in a prior cover page.

The information required in 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).
 
 
 
 
 
CUSIP No.  41754V103
13G
 
 1  NAMES OF REPORTING PERSONS  
   
   MSDC Management, L.P.  
 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 (a) o
 (b) x
 3 SEC USE ONLY
 4 CITIZENSHIP OR PLACE OF ORGANIZATION  
   Delaware  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH  5  SOLE VOTING POWER  
   -0-  
6 SHARED VOTING POWER  
   3,343,786  
 7 SOLE DISPOSITIVE POWER  
   -0-  
 8
 SHARED DISPOSITIVE POWER
 
     3,343,786
  
 9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
    3,343,786  
 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9)  EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  o
     
 11 PERCENT OF CLASS REPRESENTED IN ROW (9)  
   8.4% 1  
 12  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
   PN  
1 -  The percentages used herein and in the rest of this Schedule 13G/A are calculated based upon 39,424,279 shares of Common Stock outstanding as of October 26, 2012 as reported in the Company’s Form 10-Q filed on November 9, 2012, plus additional shares of Common Stock that may become outstanding upon exercise of warrants held by the Reporting Person, subject to a limitation on exercise to the extent that, following exercise, the Reporting Person would beneficially own, in the aggregate, more than 10.0% of the Company’s outstanding Common Stock. 
 
 
 
 
 
CUSIP No.  41754V103
13G
 
 1  NAMES OF REPORTING PERSONS  
   
   MSD Energy Partners, L.P.  
 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 (a) o
 (b) x
 3 SEC USE ONLY
 4 CITIZENSHIP OR PLACE OF ORGANIZATION  
   Delaware  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH  5  SOLE VOTING POWER  
   -0-  
6 SHARED VOTING POWER  
   3,050,842  
 7 SOLE DISPOSITIVE POWER  
   -0-  
 8
 SHARED DISPOSITIVE POWER
 
   3,050,842
  
 9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
  3,050,842  
 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9)  EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  o
     
 11 PERCENT OF CLASS REPRESENTED IN ROW (9)  
   7.7% 1  
 12  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
   PN  
1 -  The percentages used herein and in the rest of this Schedule 13G/A are calculated based upon 39,424,279 shares of Common Stock outstanding as of October 26, 2012 as reported in the Company’s Form 10-Q filed on November 9, 2012, plus additional shares of Common Stock that may become outstanding upon exercise of warrants held by the Reporting Person, subject to a limitation on exercise to the extent that, following exercise, the Reporting Person would beneficially own, in the aggregate, more than 10.0% of the Company’s outstanding Common Stock. 
 
 
 
 
 
 
CUSIP No.  41754V103
13G
 
 1  NAMES OF REPORTING PERSONS  
   
   MSD Energy Partners (MM), L.P.  
 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 (a) o
 (b) x
 3 SEC USE ONLY
 4 CITIZENSHIP OR PLACE OF ORGANIZATION  
   Cayman Islands  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH  5  SOLE VOTING POWER  
   -0-  
6 SHARED VOTING POWER  
   145,286  
 7 SOLE DISPOSITIVE POWER  
   -0-  
 8
 SHARED DISPOSITIVE POWER
 
   145,286
  
 9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
  145,286  
 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9)  EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  o
     
 11 PERCENT OF CLASS REPRESENTED IN ROW (9)  
   0.4% 1  
 12  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
   PN  
 1 -  The percentages used herein and in the rest of this Schedule 13G/A are calculated based upon 39,424,279 shares of Common Stock outstanding as of October 26, 2012 as reported in the Company’s Form 10-Q filed on November 9, 2012, plus additional shares of Common Stock that may become outstanding upon exercise of warrants held by the Reporting Person, subject to a limitation on exercise to the extent that, following exercise, the Reporting Person would beneficially own, in the aggregate, more than 10.0% of the Company’s outstanding Common Stock. 
 
 
 
 
CUSIP No.  41754V103
13G
 
 1  NAMES OF REPORTING PERSONS  
   
   MSD Credit Opportunity Fund, L.P.  
 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 (a) o
 (b) x
 3 SEC USE ONLY
 4 CITIZENSHIP OR PLACE OF ORGANIZATION  
   Delaware  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH  5  SOLE VOTING POWER  
   -0-  
6 SHARED VOTING POWER  
   147,658  
 7 SOLE DISPOSITIVE POWER  
   -0-  
 8
 SHARED DISPOSITIVE POWER
 
   147,658
  
 9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
  147,658  
 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9)  EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  o
     
 11 PERCENT OF CLASS REPRESENTED IN ROW (9)  
   0.4% 1  
 12  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
   PN  
1 -  The percentages used herein and in the rest of this Schedule 13G/A are calculated based upon 39,424,279 shares of Common Stock outstanding as of October 26, 2012 as reported in the Company’s Form 10-Q filed on November 9, 2012, plus additional shares of Common Stock that may become outstanding upon exercise of warrants held by the Reporting Person, subject to a limitation on exercise to the extent that, following exercise, the Reporting Person would beneficially own, in the aggregate, more than 10.0% of the Company’s outstanding Common Stock.
 
 
 
 
 
 
CUSIP No.  41754V103
13G
 
 1  NAMES OF REPORTING PERSONS  
   
   MSD Capital, L.P.  
 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 (a) o
 (b) x
 3 SEC USE ONLY
 4 CITIZENSHIP OR PLACE OF ORGANIZATION  
   Delaware  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH  5  SOLE VOTING POWER  
   -0-  
6 SHARED VOTING POWER  
   685,870  
 7 SOLE DISPOSITIVE POWER  
   -0-  
 8
 SHARED DISPOSITIVE POWER
 
   685,870
  
 9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
  685,870  
 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9)  EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  o
     
 11 PERCENT OF CLASS REPRESENTED IN ROW (9)  
   1.7% 1  
 12  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
   PN  
1 -  The percentages used herein and in the rest of this Schedule 13G/A are calculated based upon 39,424,279 shares of Common Stock outstanding as of October 26, 2012 as reported in the Company’s Form 10-Q filed on November 9, 2012, plus additional shares of Common Stock that may become outstanding upon exercise of warrants held by the Reporting Person, subject to a limitation on exercise to the extent that, following exercise, the Reporting Person would beneficially own, in the aggregate, more than 10.0% of the Company’s outstanding Common Stock. 
 
 
 
 
 
 
CUSIP No.  41754V103
13G
 
 1  NAMES OF REPORTING PERSONS  
   
   MSD Energy Investments Private II, LLC  
 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 (a) o
 (b) x
 3 SEC USE ONLY
 4 CITIZENSHIP OR PLACE OF ORGANIZATION  
   Delaware  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH  5  SOLE VOTING POWER  
   -0-  
6 SHARED VOTING POWER  
   685,870  
 7 SOLE DISPOSITIVE POWER  
   -0-  
 8
 SHARED DISPOSITIVE POWER
 
   685,870
  
 9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
  685,870  
 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9)  EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  o
     
 11 PERCENT OF CLASS REPRESENTED IN ROW (9)  
   1.7% 1  
 12  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
   OO  
1 -  The percentages used herein and in the rest of this Schedule 13G/A are calculated based upon 39,424,279 shares of Common Stock outstanding as of October 26, 2012 as reported in the Company’s Form 10-Q filed on November 9, 2012, plus additional shares of Common Stock that may become outstanding upon exercise of warrants held by the Reporting Person, subject to a limitation on exercise to the extent that, following exercise, the Reporting Person would beneficially own, in the aggregate, more than 10.0% of the Company’s outstanding Common Stock. 
 
 
 
 
 
CUSIP No.  41754V103
13G
 
 1  NAMES OF REPORTING PERSONS  
   
   Michael S. Dell  
 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 (a) o
 (b) x
 3 SEC USE ONLY
 4 CITIZENSHIP OR PLACE OF ORGANIZATION  
   United States  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH  5  SOLE VOTING POWER  
   -0-  
6 SHARED VOTING POWER  
   685,870  
 7 SOLE DISPOSITIVE POWER  
   -0-  
 8
 SHARED DISPOSITIVE POWER
 
   685,870
  
 9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
  685,870  
 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9)  EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  o
     
 11 PERCENT OF CLASS REPRESENTED IN ROW (9)  
   1.7% 1  
 12  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
   IN  
1 -  The percentages used herein and in the rest of this Schedule 13G/A are calculated based upon 39,424,279 shares of Common Stock outstanding as of October 26, 2012 as reported in the Company’s Form 10-Q filed on November 9, 2012, plus additional shares of Common Stock that may become outstanding upon exercise of warrants held by the Reporting Person, subject to a limitation on exercise to the extent that, following exercise, the Reporting Person would beneficially own, in the aggregate, more than 10.0% of the Company’s outstanding Common Stock. 
 
 
 
 
 
 
CUSIP No.  41754V103
13G
 
Item 1(a)             Name of Issuer:
 
The name of the issuer is Harvest Natural Resources, Inc. (the “Company”).
 
Item 1(b)
Address of Issuer’s Principal Executive Offices:
 
The Company's principal executive office is located at 1177 Enclave Parkway, Suite 300, Houston, Texas 77077.

Item 2(a)
Name of Person Filing:
 
This statement is jointly filed by and on behalf of each of MSDC Management, L.P. (“MSDC”), MSD Energy Partners, L.P., MSD Energy Partners (MM), L.P., MSD Credit Opportunity Fund, L.P., MSD Capital, L.P. (“MSD Capital”), MSD Energy Investments Private II, LLC and Michael S. Dell (collectively, the “Reporting Persons”).

MSDC is the investment manager of, and may be deemed to beneficially own securities beneficially owned by, MSD Energy Partners, L.P., MSD Energy Partners (MM), L.P. and MSD Credit Opportunity Fund, L.P. MSDC Management (GP), LLC (“MSDC GP”) is the general partner of, and may be deemed to beneficially own securities beneficially owned by, MSDC.  Each of Glenn R. Fuhrman, John C. Phelan and Marc R. Lisker is a manager of, and may be deemed to beneficially own securities beneficially owned by, MSDC GP.

MSD Capital is the sole manager of, and may be deemed to beneficially own securities beneficially owned by, MSD Energy Investments Private II, LLC. MSD Capital Management LLC, a Delaware limited liability company (“MSD Capital Management”), is the general partner of, and may be deemed to beneficially own securities beneficially owned by, MSD Capital.  Michael S. Dell is the controlling member of, and may be deemed to beneficially own securities beneficially owned by, MSD Capital Management.  Each of Glenn R. Fuhrman, John C. Phelan and Marc R. Lisker is a manager of, and may be deemed to beneficially own securities beneficially owned by, MSD Capital Management.

Neither the filing of this statement nor anything herein shall be construed as an admission that any person other than the Reporting Persons is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

Item 2(b)
Address of Principal Business Office or, if none, Residence:
 
The address of the principal business office of MSDC, MSD Energy Partners, L.P., MSD Credit Opportunity Fund, L.P., MSD Capital and MSD Energy Investments Private II, LLC is 645 Fifth Avenue, 21st Floor, New York, New York 10022.
 
The address of the principal business office of MSD Energy Partners (MM), L.P. is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
 
The address of the principal business office of Mr. Dell is c/o Dell Inc., One Dell Way, Round Rock, Texas 78682.
 
Item 2(c)
Citizenship:
 
See Item 4 on the cover pages hereto.
 
 
 
 
 
CUSIP No.  41754V103
13G
 
Item 2(d)
Title of Class of Securities:
 
Common Stock
 
Item 2(e)
CUSIP No.:
 
41754V103
 
Item 3
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:
 
Not Applicable.
 
Item 4
Ownership:
 
A.  
MSDC Management, L.P.
 
(a)  
Amount beneficially owned:  3,343,786
 
The number of shares reported as beneficially owned by MSDC Management, L.P. includes shares that may be acquired within 60 days upon the exercise of warrants that are subject to a limitation on exercise to the extent that, following exercise, the Reporting Person would beneficially own, in the aggregate, more than 10% of the Company’s outstanding Common Stock.
 
(b)  
Percent of class:   8.4%
 
(c)  
Number of shares as to which such person has:
 
(i)  
   Sole power to vote or direct the vote: -0-
 
(ii)  
   Shared power to vote or direct the vote:  3,343,786
 
(iii)  
   Sole power to dispose or direct the disposition: -0-
 
(iv)  
   Shared power to dispose or direct the disposition:  3,343,786
 
 
B.  
MSD Energy Partners, L.P.
 
(a)  
Amount beneficially owned:  3,050,842
 
The number of shares reported as beneficially owned by MSD Energy Partners, L.P. includes shares that may be acquired within 60 days upon the exercise of warrants that are subject to a limitation on exercise to the extent that, following exercise, the Reporting Person would beneficially own, in the aggregate, more than 10% of the Company’s outstanding Common Stock.
 
(b)  
Percent of class:   7.7%
 
(c)  
Number of shares as to which such person has:
 
(i)  
   Sole power to vote or direct the vote: -0-
 
(ii)  
   Shared power to vote or direct the vote:  3,050,842
 
(iii)  
   Sole power to dispose or direct the disposition: -0-
 
(iv)  
   Shared power to dispose or direct the disposition:  3,050,842
 

 
 
 
 
CUSIP No.  41754V103
13G
 
C.  
MSD Energy Partners (MM), L.P.
 
(a)  
Amount beneficially owned:  145,286
 
(b)  
Percent of class:  0.4%
 
(c)  
Number of shares as to which such person has:
 
(i)  
   Sole power to vote or direct the vote: -0-
 
(ii)  
   Shared power to vote or direct the vote:  145,286
 
(iii)  
   Sole power to dispose or direct the disposition: -0-
 
(iv)  
   Shared power to dispose or direct the disposition:  145,286
 
D.  
    MSD Credit Opportunity Fund, L.P.
 
(a)  
Amount beneficially owned:  147,658
 
The number of shares reported as beneficially owned by MSD Credit Opportunity Fund, L.P. includes shares that may be acquired within 60 days upon the exercise of warrants that are subject to a limitation on exercise to the extent that, following exercise, the Reporting Person would beneficially own, in the aggregate, more than 10% of the Company’s outstanding Common Stock.
 
(b)  
Percent of class:  0.4%
 
(c)  
Number of shares as to which such person has:
 
(i)  
   Sole power to vote or direct the vote: -0-
 
(ii)  
   Shared power to vote or direct the vote:  147,658
 
(iii)  
   Sole power to dispose or direct the disposition: -0-
 
(iv)  
   Shared power to dispose or direct the disposition:  147,658
 
E.  
MSDC Management (GP), LLC
 
(a)  
Amount beneficially owned:  3,343,786
 
The number of shares reported as beneficially owned by MSDC Management (GP), LLC includes shares that may be acquired within 60 days upon the exercise of warrants that are subject to a limitation on exercise to the extent that, following exercise, the Reporting Person would beneficially own, in the aggregate, more than 10% of the Company’s outstanding Common Stock.
 
(b)  
Percent of class:  8.4%
 
(c)  
Number of shares as to which such person has:
 
(i)  
   Sole power to vote or direct the vote: -0-
 
(ii)  
   Shared power to vote or direct the vote:  3,343,786
 
(iii)  
   Sole power to dispose or direct the disposition: -0-
 
(iv)  
   Shared power to dispose or direct the disposition:  3,343,786
 

 
 
 
 
CUSIP No.  41754V103
13G
 
F.  
MSD Capital, L.P.
 
(a)  
Amount beneficially owned:  685,870
 
The number of shares reported as beneficially owned by MSD Capital, L.P. includes shares that may be acquired within 60 days upon the exercise of warrants that are subject to a limitation on exercise to the extent that, following exercise, the Reporting Person would beneficially own, in the aggregate, more than 10% of the Company’s outstanding Common Stock.
 
(b)  
Percent of class:   1.7%
 
(c)  
Number of shares as to which such person has:
 
(i)  
   Sole power to vote or direct the vote: -0-
 
(ii)  
   Shared power to vote or direct the vote:  685,870
 
(iii)  
   Sole power to dispose or direct the disposition: -0-
 
(iv)  
   Shared power to dispose or direct the disposition:  685,870
 
G.  
MSD Energy Investments Private II, LLC
 
(a)  
Amount beneficially owned:  685,870
 
The number of shares reported as beneficially owned by MSD Energy Investments Private II, LLC includes shares that may be acquired within 60 days upon the exercise of warrants that are subject to a limitation on exercise to the extent that, following exercise, the Reporting Person would beneficially own, in the aggregate, more than 10% of the Company’s outstanding Common Stock.
 
(b)  
Percent of class:    1.7%
 
(c)  
Number of shares as to which such person has:
 
(i)  
   Sole power to vote or direct the vote: -0-
 
(ii)  
   Shared power to vote or direct the vote:  685,870
 
(iii)  
   Sole power to dispose or direct the disposition: -0-
 
(iv)  
   Shared power to dispose or direct the disposition:  685,870
 
H.  
Michael S. Dell
 
(a)  
Amount beneficially owned:  685,870
 
The number of shares reported as beneficially owned by Michael S. Dell includes shares that may be acquired within 60 days upon the exercise of warrants that are subject to a limitation on exercise to the extent that, following exercise, the Reporting Person would beneficially own, in the aggregate, more than 10% of the Company’s outstanding Common Stock.
 
(b)  
Percent of class:  1.7%
 
(c)  
Number of shares as to which such person has:
 
(i)  
   Sole power to vote or direct the vote: -0-
 
(ii)  
   Shared power to vote or direct the vote:  685,870
 
(iii)  
   Sole power to dispose or direct the disposition: -0-
 
(iv)  
   Shared power to dispose or direct the disposition:  685,870
 

 
 
 
 
CUSIP No.  41754V103
13G
 
I.  
MSD Capital Management, LLC
 
(a)  
Amount beneficially owned:  685,870
 
The number of shares reported as beneficially owned by MSD Capital Management LLC includes shares that may be acquired within 60 days upon the exercise of warrants that are subject to a limitation on exercise to the extent that, following exercise, the Reporting Person would beneficially own, in the aggregate, more than 10% of the Company’s outstanding Common Stock.
 
(b)  
Percent of class:   1.7%
 
(c)  
Number of shares as to which such person has:
 
(i)  
   Sole power to vote or direct the vote: -0-
 
(ii)  
   Shared power to vote or direct the vote:  685,870
 
(iii)  
   Sole power to dispose or direct the disposition: -0-
 
(iv)  
   Shared power to dispose or direct the disposition:  685,870
 
J.  
Glenn R. Fuhrman
 
(a)  
Amount beneficially owned:  4,029,656
 
The number of shares reported as beneficially owned by  Glenn R. Fuhrman includes shares that may be acquired within 60 days upon the exercise of warrants that are subject to a limitation on exercise to the extent that, following exercise, the Reporting Person would beneficially own, in the aggregate, more than 10% of the Company’s outstanding Common Stock.
 
(b)  
Percent of class:  10.0%
 
(c)  
Number of shares as to which such person has:
 
(i)  
   Sole power to vote or direct the vote: -0-
 
(ii)  
   Shared power to vote or direct the vote:  4,029,656
 
(iii)  
   Sole power to dispose or direct the disposition: -0-
 
(iv)  
   Shared power to dispose or direct the disposition:  4,029,656
 
K.  
John C. Phelan
 
(a)  
Amount beneficially owned:  4,029,656
 
The number of shares reported as beneficially owned by  John C. Phelan includes shares that may be acquired within 60 days upon the exercise of warrants that are subject to a limitation on exercise to the extent that, following exercise, the Reporting Person would beneficially own, in the aggregate, more than 10% of the Company’s outstanding Common Stock.
 
(b)  
Percent of class:  10.0%
 
(c)  
Number of shares as to which such person has:
 
(i)  
   Sole power to vote or direct the vote: -0-
 
(ii)  
   Shared power to vote or direct the vote:  4,029,656
 
(iii)  
   Sole power to dispose or direct the disposition: -0-
 
(iv)  
   Shared power to dispose or direct the disposition:  4,029,656
 
 
 
 
 
CUSIP No.  41754V103
13G
 
L.  
Marc R. Lisker
 
(a)  
Amount beneficially owned:  4,029,656
 
The number of shares reported as beneficially owned by Marc R. Lisker includes shares that may be acquired within 60 days upon the exercise of warrants that are subject to a limitation on exercise to the extent that, following exercise, the Reporting Person would beneficially own, in the aggregate, more than 10% of the Company’s outstanding Common Stock.
 
(b)  
Percent of class:    10.0%
 
(c)  
Number of shares as to which such person has:
 
(i)  
   Sole power to vote or direct the vote: -0-
 
(ii)  
   Shared power to vote or direct the vote:  4,029,656
 
(iii)  
   Sole power to dispose or direct the disposition: -0-
 
(iv)  
   Shared power to dispose or direct the disposition:  4,029,656
 
Item 5
Ownership of Five Percent or Less of a Class:
 
If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ].
 
Item 6
Ownership of More Than Five Percent on Behalf of Another Person:
 
Not applicable.
 
Item 7
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
 
Not applicable.
 
Item 8
Identification and Classification of Members of the Group:
 
       Not applicable.
 
 
 
 
 
 
CUSIP No.  41754V103
13G
 
Item 9
Notice of Dissolution of Group:
 
Not applicable.
 
Item 10
Certification:
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 
 
 
 
CUSIP No.  41754V103
13G

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.
 
Date: February 14, 2013
 

MSDC Management, L.P.
 
By: MSDC Management (GP), LLC    
Its: General Partner                               
 
By: /s/ Marc R. Lisker                           
Name: Marc R. Lisker                                
Title: Manager                                            
 
MSD Energy Partners, L.P.
 
By: MSDC Management, L.P.               
Its: Investment Manager                        
 
By: MSDC Management (GP), LLC    
Its: General Partner                               
 
By: /s/ Marc R. Lisker                           
Name: Marc R. Lisker                                 
Title: Manager                                           
   
MSD Energy Partners (MM), L.P.
 
By: MSDC Management, L.P.               
Its: Investment Manager                        
 
By: MSDC Management (GP), LLC    
Its: General Partner                               
 
By: /s/ Marc R. Lisker                           
Name: Marc R. Lisker                                
Title: Manager                                           
   
MSD Credit Opportunity Fund, L.P.
 
By: MSDC Management, L.P.               
Its: Investment Manager                        
 
By: MSDC Management (GP), LLC     
Its: General Partner                               
 
By: /s/ Marc R. Lisker                           
Name: Marc R. Lisker                                
Title: Manager                                           

                                                                      
 
 
 
 
CUSIP No.  41754V103
13G

MSD Capital, L.P.
 
By: MSD Capital Management, LLC  
Its: General Partner                              
 
By: /s/ Marc R. Lisker                           
Name: Marc R. Lisker                                 
Title: Manager and General Counsel       
 
MSD Energy Investments Private II, LLC
 
By: MSD Capital, L.P.                           
Its: Manager                                           
 
By: /s/ Marc R. Lisker                           
Name: Marc R. Lisker                                
Title: Manager and General Counsel       
 
Michael S. Dell
 
By: /s/ Marc R. Lisker                           
Name: Marc R. Lisker                                
Title: Attorney-in-Fact                             
 
 
 
 
 
 

EXHIBIT INDEX

 
 
Exhibit
  
Description of Exhibit
   
   
24.1
  
Power of Attorney (incorporated herein by reference to Exhibit 24.1 to the Schedule 13G filed by MSD Capital, MSD Energy Investments, L.P. and Michael S. Dell with the Commission on February 22, 2011 relating to the common units of Atlas Energy, L.P.).
99.1
 
Joint Filing Agreement dated February 14, 2013.

 
 
 
 
 
 
Exhibit 99.1
 
JOINT FILING AGREEMENT
 
February 14, 2013
 
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
 
IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date first written above.
 
Date: February 14, 2013

MSDC Management, L.P.
 
By: MSDC Management (GP), LLC     
Its: General Partner                               
 
By: /s/ Marc R. Lisker                           
Name: Marc R. Lisker                                 
Title: Manager                                           
 
MSD Energy Partners, L.P.
 
By: MSDC Management, L.P.               
Its: Investment Manager                        
 
By: MSDC Management (GP), LLC    
Its: General Partner                               
 
By: /s/ Marc R. Lisker                           
Name: Marc R. Lisker                                 
Title: Manager                                            
   
MSD Energy Partners (MM), L.P.
 
By: MSDC Management, L.P.               
Its: Investment Manager                        
 
By: MSDC Management (GP), LLC    
Its: General Partner                               
 
By: /s/ Marc R. Lisker                           
Name: Marc R. Lisker                                
Title: Manager                                           
   
 
 
 
 
 
 

MSD Credit Opportunity Fund, L.P.
 
By: MSDC Management, L.P.               
Its: Investment Manager                        
 
By: MSDC Management (GP), LLC    
Its: General Partner                               
 
By: /s/ Marc R. Lisker                           
Name: Marc R. Lisker                                 
Title: Manager                                            
   
MSD Capital, L.P.
 
By: MSD Capital Management, LLC    
Its: General Partner                               
 
By: /s/ Marc R. Lisker                           
Name: Marc R. Lisker                                
Title: Manager and General Counsel       
 
MSD Energy Investments Private II, LLC
 
By: MSD Capital, L.P.                           
Its: Manager                                           
 
By: /s/ Marc R. Lisker                           
Name: Marc R. Lisker                                
Title: Manager and General Counsel       
 
Michael S. Dell
 
By: /s/ Marc R. Lisker                           
Name: Marc R. Lisker                                
Title: Attorney-in-Fact