UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D/A

 

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

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

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

 

(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. 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 ("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) Consists of (i) 718,134 shares beneficially owned by Strategic Value Partners, LLC as the investment manager of Strategic Value Master Fund, Ltd. and (ii) 625,362 shares beneficially owned by SVP Special Situations III LLC as the investment manager of Strategic Value Special Situations Master Fund III, L.P. and 190,684 shares beneficially owned by SVP Special Situations III-A LLC as the investment manager of Strategic Value Opportunities Fund, L.P. which may also be deemed to be beneficially owned by Strategic Value Partners, LLC as the managing member of each such investment manager entity.

(2) Based on 15,004,270 shares of Common Stock outstanding as of November 3, 2017, as reported in the Issuer’s Form 10-Q filed with the SEC on November 9, 2017.

 

2

 

 

(1) Consists of 625,362 shares beneficially owned by SVP Special Situations III LLC, as the investment manager of Strategic Value Special Situations Master Fund III, L.P.

(2) Based on 15,004,270 shares of Common Stock outstanding as of November 3, 2017, as reported in the Issuer’s Form 10-Q filed with the SEC on November 9, 2017.

 

3

 

 

(1) Consists of 190,684 shares beneficially owned by SVP Special Situations III-A LLC, as the investment manager of Strategic Value Opportunities Fund, L.P.

(2) Based on 15,004,270 shares of Common Stock outstanding as of November 3, 2017, as reported in the Issuer’s Form 10-Q filed with the SEC on November 9, 2017.

 

4

 

 

(1) Consists of (i) 718,134 shares beneficially owned by Strategic Value Partners, LLC as the investment manager of Strategic Value Master Fund, Ltd. and (ii) 625,362 shares beneficially owned by SVP Special Situations III LLC as the investment manager of Strategic Value Special Situations Master Fund III, L.P. and 190,684 shares beneficially owned by SVP Special Situations III-A LLC as the investment manager of Strategic Value Opportunities Fund, L.P. which may also be deemed to be beneficially owned by Strategic Value Partners, LLC as the managing member of each such investment manager entity. Mr. Khosla is the sole member of Midwood Holdings, LLC, which is the managing member of Strategic Value Partners, LLC and is also the indirect majority owner and control person of Strategic Value Partners, LLC, SVP Special Situations III LLC and SVP Special Situations III-A LLC.

(2) Based on 15,004,270 shares of Common Stock outstanding as of November 3, 2017, as reported in the Issuer’s Form 10-Q filed with the SEC on November 9, 2017.

 

5

 

AMENDMENT NO. 2 TO SCHEDULE 13D

 

Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission by the Reporting Persons with respect to the Common Stock of the Issuer on September 21, 2016 and Amendment No. 1 thereto filed on September 13, 2017 (as so amended, the “Schedule 13D”). Terms defined in the Schedule 13D are used herein as so defined.

 

Item 4. Purpose of Transaction.

 

Item 4 is hereby amended and supplemented with the following:

 

The Reporting Persons have had discussions with the Chairman of the Issuer’s Board of Directors (the “Chairman”) regarding the Issuer’s performance, the operation of its business, and its ongoing prospects and strategic direction, including at a meeting held on December 6, 2017 attended by the Reporting Persons, the Chairman, and several other large shareholders of the Issuer. The Reporting Persons have expressed their dissatisfaction with the Issuer, and have informed the Chairman that in their view their concerns would best be addressed by significant changes regarding the Company. These discussions are continuing.

 

The Reporting Persons intend to review their investment in the Issuer on a continuing basis.  Depending on various factors, including but not limited to the Issuer’s financial position and strategic direction, price levels of its Common Stock, conditions in the securities markets, and general economic and industry conditions, the Reporting Persons may take actions with respect to their investment in the Issuer.  These actions include changing their current investment purpose and/or, from time to time, (i) acquiring or causing affiliates to acquire additional shares of Common Stock in open market transactions, in privately negotiated transactions or through other methods; (ii) disposing or causing affiliates to dispose of some or all of the shares of Common Stock in open market transactions, in privately negotiated transactions or through other methods; or (iii) continuing to hold or causing affiliates to hold the shares of Common Stock (or any derivative thereof).  In addition, the Reporting Persons may engage in further discussions with the Issuer’s management, members of its board of directors (including the Chairman), stockholders and other relevant parties or take other actions concerning the Issuer’s operations, capital expenditures, financings, executive compensation practices, capital structure, and the composition of the Issuer’s Board of Directors, including the nomination of director candidates for election to the Board, and any matter set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 is hereby amended and supplemented with the following:

 

(a) — (b) The information requested by this paragraph is incorporated herein by reference to the information provided on the cover pages to this Schedule 13D.

 

(c) On October 26, 2017, an aggregate of 33,528 shares of Common Stock that were previously held in escrow were released to the Reporting Persons.

 

6

 

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.

 

December 11, 2017

 

	STRATEGIC VALUE PARTNERS, LLC
	By:	/s/ James Dougherty
		Name: James Dougherty
		Title: Fund Chief Financial Officer
	SVP SPECIAL SITUATIONS III LLC
	By:	/s/ James Dougherty
		Name: James Dougherty
		Title: Fund Chief Financial Officer
	SVP SPECIAL SITUATIONS III-A LLC
	By:	/s/ James Dougherty
		Name: James Dougherty
		Title: Fund Chief Financial Officer
		/s/ Victor Khosla
		Victor Khosla

 

7