Filing Details

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

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(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

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Michael Vinci

Twin Haven Capital Partners, L.L.C.

33 Riverside Avenue, 3rd Floor

Westport, Connecticut 06880

Telephone: (203) 293-1813

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

Copy to:

Russell L. Leaf, Esq.

Michael E. Brandt, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019−6099

March 14, 2016

(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. ☑

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-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).

 

 

 

 

 

 

 

EXPLANATORY NOTE

Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (this “Amendment No. 2”) amends the Schedule 13D filed on September 25, 2015 (the “Original Schedule 13D”), as amended on December 2, 2015 (“Amendment No. 1”) (the Original Schedule 13D, Amendment No. 1 and this Amendment No. 2 are collectively referred to herein as the “Schedule 13D”).  This Amendment No. 2 relates to the Common Stock, par value $0.01 per share (“Common Stock”), of Hawaiian Telcom Holdco, Inc. (the “Company”), a corporation organized under the laws of the State of Delaware.  Capitalized terms used herein but not otherwise defined have the meanings ascribed to such terms in the Original Schedule 13D as amended by Amendment No. 1.

Item 3.  Source and Amount of Funds or Other Consideration

Item 3 of the Original Schedule 13D is hereby amended and restated as follows:

Twin Haven III and Twin Haven IV expended an aggregate of approximately 54,979,483 of its investment capital to purchase the 2,515,321 shares of Common Stock included in this Schedule 13D.  Such shares were acquired through the plan of reorganization of the Company, through open market purchases and from the Company pursuant to an exercise of warrants to acquire shares of Common Stock.

Item 4.  Purpose of the Transaction

Item 4 of the Schedule 13D is hereby amended to include the following:

On March 14, 2016, the Twin Haven III, Twin Haven IV, GP III, GP IV and the Manager (collectively, “Twin Haven”) entered into a Nomination, Standstill, and Support Agreement (a copy of which is attached as Exhibit 99.2 hereto) (the “Standstill Agreement”) with the Company pursuant to which the Nominating and Governance Committee of the Company’s board of directors (the “Board”) agreed, subject to the terms thereof, to recommend and nominate, at the Company’s Annual Meeting of Stockholders in 2016, 2017, and 2018, Robert Webster, an employee of Twin Haven (or an alternate candidate) (the “TH Board Designee”), to serve as a director of the Company.  The Company agreed that the TH Board Designee is to be a member of any special committee of the Board formed in connection with the evaluation or oversight of any potential strategic event that may result in a material change to the Company’s capital structure (including, but not limited to, a change of control of the Company), provided that Twin Haven does not have any financial or other interest in such potential transaction.  In connection with the Standstill Agreement, the Company and Twin Haven entered into a Confidentiality Agreement (in the form attached as Exhibit B to the Standstill Agreement) (the “Confidentiality Agreement”) in order to maintain the confidentiality of information related to the Company’s business that may be provided to Twin Haven or to the TH Board Designee.  The Confidentiality Agreement will remain in effect until 90 days after the date on which the TH Board Designee no longer serves as a director of the Company.

The Standstill Agreement has a three-year term, with the possibility of earlier termination under certain circumstances. Pursuant to the Standstill Agreement, Twin Haven and its affiliates cannot acquire more than 31.5% of the shares of the Company’s voting securities. Twin Haven is also prohibited from engaging in certain activities with respect to the Company’s securities or assets. These activities include, but are not limited to, the following: participating in a “group” within the meaning of Section 13(d)(3) of the Exchange Act, seeking a change in the Board’s composition, soliciting proxies, consents or other voting authority with respect to the Company’s voting securities, selling the Company’s securities to persons where, in certain circumstances, such sale results in that person owning greater than a specific percentage of the securities, making or participating in a proposal regarding certain extraordinary corporate transactions involving the Company or its securities, which include, but are not limited to, any merger, reorganization, recapitalization, extraordinary dividend, liquidation, tender or exchange offer or non-ordinary course sale or transfer of assets.  Twin Haven also cannot participate in any litigation against the Company or any of its current or former directors or officers (except for litigation arising out of the Standstill Agreement or the Confidentiality Agreement).  Pursuant to the Standstill Agreement, if Twin Haven petitions the Hawaii Public Utilities Commission to acquire additional shares of the Company’s outstanding stock (up to a maximum of 31.5%), the Company will also issue a letter, in form reasonably acceptable to Twin Haven, in support of Twin Haven’s petition. Additionally, if the Company waives or modifies any term of the Nomination, Standstill and Support Agreement or Confidentiality Agreement (collectively, the “Black Diamond Agreement”) with Black Diamond Capital Management L.L.C. (“Black Diamond”) or enters into a new agreement with Black Diamond, the Company must offer substantially similar treatment to Twin Haven if the facts and circumstances of each of Black Diamond and Twin Haven are substantially equivalent at that time.  The Company may not, without Twin Haven’s consent, waive Black Diamond’s voting support obligations under the Black Diamond Agreement.

 

 

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:  March  14, 2016