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Bridgepoint Education Inc (BPI): Mangrove Partners Becomes 5% Shareholder

Published on September 22, 2016 at 9:15 am by Insider Monkey Staff in Hedge Funds, News

Nathaniel August‘s Mangrove Partners Master Fund has hiked its stake in Bridgepoint Education Inc (NYSE:BPI) to 2.36 million common shares, which account for 5.10% of the company’s outstanding stock. At the end of the second quarter, the fund’s stake stood at 2.07 million shares, as reported in its latest 13F filing.

Bridgepoint Education provides postsecondary education services, running two accredited universities, University of the Rockies and Ashford University. Recently, Bridgepoint Education had to forgive $24 million in private student loans, after it misled students about the actual cost of the loans, according to allegations. Over the past 12 months, the company’s shares have lost 15.7%. In its financial report for the June quarter, Bridgepoint Education disclosed earnings per share of $0.07 and revenue of $137.97 million, compared to a loss per share of $0.01 and revenue of $147.06 million for the corresponding quarter in 2015.

Nathaniel August - Mangrove Partners

Out of the 749 hedge funds followed by Insider Monkey which filed 13Fs for the June quarter, 11 were long Bridgepoint Education (NYSE:BPI), down by two from the March quarter. Among the bullish investors were Jim Simons’ Renaissance Technologies, which held $8.07 million worth of Bridgepoint Education’s shares, Ken Griffin’s Citadel Investment Group, with a position valued at $565,000, Gavin Saitowitz and Cisco J. Del Valle’s Springbok Capital, Peter Rathjens, Bruce Clarke, and John Campbell’s Arrowstreet Capital, and John Overdeck and David Siegel’s Two Sigma Advisors.

Investors who lost enthusiasm for Bridgepoint Education (NYSE:BPI) and sold off their positions during the June quarter were Mike Vranos’ Ellington, which said goodbye to $320,000 worth of shares, and Neil Chriss’ Hutchin Hill Capital, which dropped its position valued at $171,000 on March 31.

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You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Mangrove Partners Master Fund, Ltd 98-10834 0 2,362,069 0 2,362,069 2,362,069 5.10%
The Mangrove Partners Fund 0 2,362,069 0 2,362,069 2,362,069 5.10%
Mangrove Partners Fund (Cayman), Ltd 0 2,362,069 0 2,362,069 2,362,069 5.10%
Mangrove Partners 98-065 0 2,362,069 0 2,362,069 2,362,069 5.10%
Mangrove Capital 98-06 0 2,362,069 0 2,362,069 2,362,069 5.10%
Nathaniel August 0 2,362,069 0 2,362,069 2,362,069 5.10%

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Page 1 of 12 – SEC Filing
EDGAR Submission Header Summary
Submission Form Type SC 13G
Filer Mangrove Partners Master Fund, Ltd.
   CIK 0001569227
   CCC xxxxxxxx
   Selected Exchanges  
      Exchange NONE
Confirming Copy No
Subject Company Bridgepoint Education Inc
   CIK 0001305323
   IRS Number 59-3551629
Subject Company Group Names  
   The Mangrove Partners Fund, L.P.  
   Mangrove Partners Fund (Cayman), Ltd.  
   Mangrove Partners  
   Mangrove Capital  
   Nathaniel August  
Submission Contact Filing Department
Contact Phone Number 518-907-0015
Documents
SC 13G m920160sc13g.htm
   

Page 2 of 12 – SEC Filing

CUSIP No.  10807M105
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mangrove Partners Master Fund, Ltd
98-1083428
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☒
(b) ☐
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
2,362,069
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
2,362,069
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,362,069
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.10%
12
TYPE OF REPORTING PERSON (see instructions)
OO

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Page 3 of 12 – SEC Filing

CUSIP No.  10807M105
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Mangrove Partners Fund, L.P.
27-2067192
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☒
(b) ☐
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
DE
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
2,362,069
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
2,362,069
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,362,069
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.10%
12
TYPE OF REPORTING PERSON (see instructions)
PN

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Page 4 of 12 – SEC Filing

CUSIP No.  10807M105
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mangrove Partners Fund (Cayman), Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☒
(b) ☐
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
2,362,069
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
2,362,069
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,362,069
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.10%
12
TYPE OF REPORTING PERSON (see instructions)
OO

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Page 5 of 12 – SEC Filing

CUSIP No.  10807M105
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mangrove Partners
98-0652572
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☒
(b) ☐
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
2,362,069
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
2,362,069
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,362,069
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.10%
12
TYPE OF REPORTING PERSON (see instructions)
OO

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Page 6 of 12 – SEC Filing

CUSIP No.  10807M105
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mangrove Capital
98-06252571
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☒
(b) ☐
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
2,362,069
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
2,362,069
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,362,069
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.10%
12
TYPE OF REPORTING PERSON (see instructions)
OO

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Page 7 of 12 – SEC Filing

CUSIP No.  10807M105
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Nathaniel August
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☒
(b) ☐
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
US
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
2,362,069
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
2,362,069
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,362,069
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.10%
12
TYPE OF REPORTING PERSON (see instructions)
IN

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Page 8 of 12 – SEC Filing

Item 1(a).
Name of Issuer:
The name of the issuer is Bridgepoint Education, Inc., a corporation organized under the laws of the State of Delaware (the “Company”).
Item 1(b).
Address of Issuer’s Principal Executive Offices:
The Company’s principal executive offices are located at 13500 Evening Creek Drive North, San Diego, California 92128.
Item 2(a).
Name of Person Filing:
This Schedule 13G is being jointly filed by  (1) The Mangrove Partners Master Fund, Ltd. (the “Master Fund”), (2) The Mangrove Partners Fund, L.P. (the “US Feeder”), (3) The Mangrove Partners Fund (Cayman), Ltd. (the “Cayman Feeder”), (4) Mangrove Partners, (5) Mangrove Capital and (6) Nathaniel August. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
The Shares (as defined below) which are the subject of this Schedule 13G are held by the Master Fund. Beneficial ownership of the Shares is also claimed by (i) the US Feeder and the Cayman Feeder, which are the two controlling shareholders of the Master Fund, (ii) Mangrove Partners which serves as the investment manager of each of the Master Fund, the US Feeder and the Cayman Feeder, (iii) Mangrove Capital which serves as the general partner of the US Feeder, and (iv) Nathaniel August who is the principal of Mangrove Partners and Mangrove Capital.
Item 2(b).
Address of Principal Business Office or, if none, Residence:
The principal business office of each of the US Feeder, Mangrove Partners, Mangrove Capital and Nathaniel August is 645 Madison Avenue, 14th Floor, New York, New York 10022.
The principal business address of each of the Cayman Feeder and the Master Fund is c/o Maples Corporate Services, Ltd., PO Box 309, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands KY1-1104.
Item 2(c).
Citizenship:
The US Feeder is organized under the laws of the State of Delaware.  Each of Mangrove Partners, Mangrove Capital, the Cayman Feeder and the Master Fund is organized under the laws of the Cayman Islands. Nathaniel August is a citizen of the United States of America.
Item 2(d).
Title of Class of Securities:
Common Stock, par value $0.01 per share (the “Shares”).
Item 2(e).
CUSIP Number:  10807M105

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Page 9 of 12 – SEC Filing

Item 3.
If this Statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
  ☐
Broker or dealer registered under Section 15 of the Act;
(b)
  ☐
Bank as defined in Section 3(a)(6) of the Act;
(c)
  ☐
Insurance company as defined in Section 3(a)(19) of the Act;
(d)
  ☐
Investment company registered under Section 8 of the Investment Company Act of 1940;
(e)
  ☐
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)
  ☐
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)
  ☐
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)
  ☐
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
  ☐
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
(j)
  ☐
A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
(k)
  ☐
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Item 4.
Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
As of September 12, 2016
(a)
Amount Beneficially Owned:
2,362,069
(b)
Percent of Class:
5.10%
(c)
Number of shares as to which such person has:
(i)
sole power to vote or to direct the vote:
0
(ii)
shared power to vote or to direct the vote:
2,362,069
(iii)
sole power to dispose or to direct the disposition of:
0
(iv)
shared power to dispose or to direct the disposition of:
2,362,069

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Page 10 of 12 – SEC Filing

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.
Not applicable.
Item 8.
Identification and Classification of Members of the Group.
Not applicable.
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 acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of and do not have the effect of changing 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 such purpose or effect for the time being.

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Page 11 of 12 – SEC Filing

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.
September 21, 2016
THE MANGROVE PARTNERS MASTER FUND, LTD.
By:
MANGROVE PARTNERS
The Investment Manager
By:
/s/ Nathaniel August
Name:  Nathaniel August
Title:  Director
THE MANGROVE PARTNERS FUND, L.P.
By:
MANGROVE CAPITAL
as General Partner
By:
/s/ Nathaniel August
Name:  Nathaniel August
Title:  Director
THE MANGROVE PARTNERS FUND (CAYMAN), LTD.
By:
MANGROVE PARTNERS
The Investment Manager
By:
/s/ Nathaniel August
Name:  Nathaniel August
Title:  Director
MANGROVE PARTNERS
By:
/s/ Nathaniel August
Name:  Nathaniel August
Title:  Director
 MANGROVE CAPITAL
By:
/s/ Nathaniel August
Name:  Nathaniel August
Title:  Director
/s/ Nathaniel August
Name:  Nathaniel August

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Page 12 of 12 – SEC Filing

SCHEDULE 13G
CUSIP No. 10807M105
           Page 12 of 12 Pages
Exhibit A
JOINT FILING AGREEMENT
This agreement is made pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended (the “Act”), by and among the parties listed below, each referred to herein as a “Joint Filer.” The Joint Filers agree that the foregoing Schedule 13G with respect to the Common Stock, par value $0.01 per share of Bridgepoint Education, Inc. is filed on behalf of each of the undersigned and that all subsequent amendments to such statement shall be filed on behalf of each of the undersigned without necessity of filing an additional joint filing agreement. This joint filing agreement may be included as an exhibit to such joint filing.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and, if necessary, Schedule 13D and any amendments to either or both, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, each of the undersigned hereby executes this Joint Filing Agreement as of this 21st day of September, 2016.
THE MANGROVE PARTNERS MASTER FUND, LTD.
By:
MANGROVE PARTNERS
The Investment Manager
By:
/s/ Nathaniel August
Name:  Nathaniel August
Title:  Director
THE MANGROVE PARTNERS FUND, L.P.
By:
MANGROVE CAPITAL
as General Partner
By:
/s/ Nathaniel August
Name:  Nathaniel August
Title:  Director
THE MANGROVE PARTNERS FUND (CAYMAN), LTD.
By:
MANGROVE PARTNERS
The Investment Manager
By:
/s/ Nathaniel August
Name:  Nathaniel August
Title:  Director
MANGROVE PARTNERS
By:
/s/ Nathaniel August
Name:  Nathaniel August
Title:  Director
 MANGROVE CAPITAL
By:
/s/ Nathaniel August
Name:  Nathaniel August
Title:  Director
/s/ Nathaniel August
Name:  Nathaniel August

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