Filing Details
- Accession Number:
- 0000902664-19-001763
- Form Type:
- 13D Filing
- Publication Date:
- 2019-04-04 16:35:48
- Filed By:
- Strategic Value Partners
- Company:
- Chaparral Energy Inc. (NYSE:CHAP)
- Filing Date:
- 2019-04-04
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Strategic Value Partners | 0 | 9,645,735 | 0 | 9,645,735 | 9,645,735 | 20.8% |
| SVP Special Situations III | 0 | 1,331,851 | 0 | 1,331,851 | 1,331,851 | 2.9% |
| SVP Special Situations IV | 0 | 4,761,181 | 0 | 4,761,181 | 4,761,181 | 10.2% |
| SVP Special Situations III-A | 0 | 2,152,896 | 0 | 2,152,896 | 2,152,896 | 4.6% |
| Victor Khosla | 0 | 9,645,735 | 0 | 9,645,735 | 9,645,735 | 20.8% |
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13D/A | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 2)* | |
| Chaparral Energy, Inc. | |
| (Name of Issuer) | |
| Class A Common Stock, par value $0.01 per share | |
| (Title of Class of Securities) | |
| 15942R208 | |
| (CUSIP Number) | |
| David B. Charnin, Esq. | |
| Strategic Value Partners, LLC | |
| 100 West Putnam Avenue | |
| Greenwich, CT 06830 | |
| (203) 618-3500 | |
| Eleazer Klein, Esq. | |
| Schulte Roth & Zabel LLP | |
| 919 Third Avenue | |
| New York, NY 10022 | |
| (212) 756-2000 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
| April 2, 2019 | |
| (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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page 1 of 9 Pages)
______________________________
* 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 | NAME OF REPORTING PERSON Strategic Value Partners, LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC (see Item 3) | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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 9,645,735 (1) | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 9,645,735 (1) | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,645,735 (1) | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.8% (2) | |||
| 14 | TYPE OF REPORTING PERSON OO | |||
(1) Consists of (i) 1,399,807 shares of Class A Common Stock beneficially owned by Strategic Value Partners, LLC as the investment manager of Strategic Value Master Fund, Ltd., (ii) 1,331,851 shares of Class A Common Stock beneficially owned by SVP Special Situations III LLC as the investment manager of Strategic Value Special Situations Master Fund III, L.P., (iii) 4,761,181 shares of Class A Common Stock beneficially owned by SVP Special Situations IV LLC as the investment manager of Strategic Value Special Situations Master Fund IV, L.P., and (iv) 2,152,896 shares of Class A Common Stock beneficially owned by SVP Special Situations III-A LLC as the investment manager of Strategic Value Opportunities Fund, L.P., all of 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 46,451,200 shares of Class A Common Stock
of the Issuer outstanding as of March 12, 2019, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2018 filed by the Issuer with the Securities and Exchange Commission on March 14, 2019.
| 1 | NAME OF REPORTING PERSON SVP Special Situations III LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC (see Item 3) | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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 1,331,851 (1) | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 1,331,851 (1) | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,331,851 (1) | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9% (2) | |||
| 14 | TYPE OF REPORTING PERSON OO | |||
(1) Consists of 1,331,851 shares of Class A Common Stock 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 46,451,200 shares of Class A Common Stock of the Issuer outstanding as of March 12, 2019, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed by the Issuer with the Securities and Exchange Commission on March 14, 2019.
| 1 | NAME OF REPORTING PERSON SVP Special Situations IV LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC (see Item 3) | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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 4,761,181 (1) | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 4,761,181 (1) | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,761,181 (1) | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.2% (2) | |||
| 14 | TYPE OF REPORTING PERSON OO | |||
(1) Consists of 4,761,181 shares of Class A Common Stock beneficially owned by SVP Special Situations IV LLC as the investment manager of Strategic Value Special Situations Master Fund IV, L.P.
(2) Based on 46,451,200 shares of Class A Common Stock of the Issuer outstanding as of March 12, 2019, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed by the Issuer with the Securities and Exchange Commission on March 14, 2019.
| 1 | NAME OF REPORTING PERSON SVP Special Situations III-A LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC (see Item 3) | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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 2,152,896 (1) | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 2,152,896 (1) | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,152,896 (1) | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6% (2) | |||
| 14 | TYPE OF REPORTING PERSON OO | |||
(1) Consists of 2,152,896 shares of Class A Common Stock beneficially owned by SVP Special Situations III-A LLC as the investment manager of Strategic Value Opportunities Fund, L.P.
(2) Based on 46,451,200 shares of Class A Common Stock of the Issuer outstanding as of March 12, 2019, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed by the Issuer with the Securities and Exchange Commission on March 14, 2019.
| 1 | NAME OF REPORTING PERSON Victor Khosla | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC (see Item 3) | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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 9,645,735 (1) | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 9,645,735 (1) | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,645,735 (1) | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.8% (2) | |||
| 14 | TYPE OF REPORTING PERSON IN | |||
(1) Consists of (i) 1,399,807 shares of Class A Common Stock beneficially owned by Strategic Value Partners, LLC as the investment manager of Strategic Value Master Fund, Ltd., (ii) 1,331,851 shares of Class A Common Stock beneficially owned by SVP Special Situations III LLC as the investment manager of Strategic Value Special Situations Master Fund III, L.P., (iii) 4,761,181 shares of Class A Common Stock beneficially owned by SVP Special Situations IV LLC as the investment manager of Strategic Value Special Situations Master Fund IV, L.P., and (iv) 2,152,896 shares of Class A Common Stock beneficially owned by SVP Special Situations III-A LLC as the investment manager of Strategic Value Opportunities Fund, L.P., all of which may also be deemed to be beneficially owned by Strategic Value Partners, LLC as the managing member of each such investment manager entity, and which is indirectly majority owned and controlled by the Reporting Person.
(2) Based on 46,451,200 shares of Class A Common Stock of the Issuer outstanding as of March 12, 2019, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed by the Issuer with the Securities and Exchange Commission on March 14, 2019.
| AMENDMENT NO. 2 TO SCHEDULE 13D Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) by the Reporting Persons with respect to the Class A Common Stock of the Issuer on October 26, 2018 and Amendment No. 1 thereto filed with the SEC on March 20, 2019 (as so amended, the “Schedule 13D”). Terms defined in the Schedule 13D are used herein as so defined. |
| Item 3. | Source and Amount of Funds or Other Consideration. |
| Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows: | |
| On May 9, 2016, the Issuer and certain of its subsidiaries filed voluntary petitions seeking relief under Chapter 11 of Title 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. On March 10, 2017, the Bankruptcy Court confirmed the Issuer’s Reorganization Plan and on March 21, 2017, the Reorganization Plan became effective and the Issuer emerged from bankruptcy. Upon the Issuer’s emergence from bankruptcy, all of its existing equity was cancelled and the Issuer issued shares of Class A Common Stock and Class B Common Stock, par value $0.01 per share (the “Class B Common Stock,” and together with the Class A Common Stock, the “Common Stock”) to the previous holders of the Issuer’s senior notes and certain general unsecured creditors whose claims were impaired as a result of the Issuer’s bankruptcy, including to the Funds. The Issuer also issued shares of Class A Common Stock to the Funds in connection with a rights offering entered into in connection with the Issuer’s Reorganization Plan (the “Rights Offering”). The Funds acquired additional shares of Class A Common Stock in open market purchases.
The Funds acquired an aggregate of 321,231 shares of Class A Common Stock in the Rights Offering using working capital, or funds available for investment, at an aggregate purchase price of $3,829,074.
The Funds acquired an aggregate of 5,799,825 shares of Class A Common Stock in open market purchases using working capital, or funds available for investment, at an aggregate purchase price of $96,468,630.
The Funds acquired an aggregate of 437,191 shares of Class B Common Stock in open market purchases using working capital, or funds available for investment, at an aggregate purchase price of $9,290,328. As disclosed in Item 4, all shares of Class B Common Stock were converted into shares of Class A Common Stock. | |
| Item 5. | Interest in Securities of the Issuer. |
| Item 5(c) of the Schedule 13D is hereby amended and restated in its entirety as follows: | |
| (c) | Information regarding transactions in the shares of Class A Common Stock that have been effected by the Reporting Persons since the filing of Amendment No. 1 to the Schedule 13D is set forth in Schedule B which is attached hereto and is incorporated herein by reference. |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: April 4, 2019
| STRATEGIC VALUE PARTNERS, LLC | ||
| By: | /s/ James Dougherty | |
| Name: | James Dougherty | |
| Title: | Chief Financial Officer | |
| SVP SPECIAL SITUATIONS III LLC | ||
| By: | /s/ James Dougherty | |
| Name: | James Dougherty | |
| Title: | Chief Financial Officer | |
| SVP SPECIAL SITUATIONS IV LLC | ||
| By: | /s/ James Dougherty | |
| Name: | James Dougherty | |
| Title: | Chief Financial Officer | |
| STRATEGIC VALUE PARTNERS, LLC | ||
| By: | /s/ James Dougherty | |
| Name: | James Dougherty | |
| Title: | Chief Financial Officer | |
| By: | /s/ Victor Khosla | |
| Victor Khosla | ||
SCHEDULE B
TRANSACTIONS IN THE SHARES BY THE REPORTING PERSONS SINCE THE FILING OF AMENDMENT NO. 1 TO THE SCHEDULE 13D
This Schedule sets forth all transactions in the shares of Class A Common Stock effected by the Reporting Persons since the filing of Amendment No. 1 to the Schedule 13D. Except as noted below, all such transactions were effected in the open market through brokers and the price per share excludes commissions.
| Trade Date | Shares Purchased (Sold) | Price Per Share ($) |
| 04/02/2019 | 836,798 | 5.40 |