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Home > Insider Trading > Latest 13D and 13G Filings > 13G Filing (0001104659-16-129514)

Filing Details

Accession Number:
0001104659-16-129514
Form Type:
13G Filing
Publication Date:
2016-06-27 16:16:16
Filed By:
Cetus Capital Ii, Llc
Company:
Layne Christensen Co (NASDAQ:LAYN)
Filing Date:
2016-06-27
SEC Url:
13G Filing
Ownership Summary

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
Cetus Capital II 383,398 0 383,398 0 383,398 1.9%
Cetus Capital III 914,517 0 914,517 0 914,517 4.4%
Littlejohn Opportunities Master Fund 290,589 0 290,589 0 290,589 1.5%
Filing

 

 

 

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

Layne Christensen Company

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

521050104

(CUSIP Number)

Cetus Capital II, LLC

Cetus Capital III, L.P.

Littlejohn Opportunities Master Fund LP

8 Sound Shore Drive

Suite 303

Greenwich, CT 06830

(203) 552-3500

 

Copy to:

 

Shon Glusky, Esq.

Jason Schendel, Esq.

Sheppard Mullin Richter & Hampton LLP

30 Rockefeller Plaza

New York, NY 10112

(212) 634-3000

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

December 31, 2015

(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).

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 to Schedule 13G (Amendment No. 1) hereby amends and restates in its entirety the Schedule 13G filed by the Reporting Persons on June 23, 2016 (the Original Filing).  This Amendment No. 1 is being filed solely to correct an inadvertent typographical/administrative error.  In particular, the reference to Common Stock, par value $0.0001 per share, of Erickson Incorporated on Exhibit A of the Original Filing has been corrected to instead reference Common Stock, par value $0.01 per share, of Layne Christensen Company.  Other than this correction, Amendment No. 1 is identical to the Original Filing.

 

2

 

CUSIP No. 521050104

 

 

1.

Name of Reporting Person:
Cetus Capital II, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(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:
383,398(1)

 

6.

Shared Voting Power:
0

 

7.

Sole Dispositive Power:
383,398(1)

 

8.

Shared Dispositive Power :
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
383,398(1)

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9):
1.9%(2)

 

 

12.

Type of Reporting Person (See Instructions):
OO

 

(1)   Consists of (a) 113,639 shares of the Issuers common stock owned by the Reporting Person directly and (b) 269,759 shares of the Issuers common stock underlying $3,156,187 principal amount of the Issuers 8.00% Convertible Notes due 2019 (the Notes), which are convertible at the Reporting Persons option into shares of common stock based on an initial conversion rate of 85.4701 shares of the Issuers common stock per $1,000 principal amount of the Notes.

 

(2)   Based on 19,802,596 shares of Common Stock outstanding as of May 27, 2016, as reported in the Quarterly Report on Form 10-Q filed by the Issuer on June 7, 2016, plus the 269,759 shares of the Issuers common stock underlying the Notes referred to in footnote (1) above.

 

3

 

CUSIP No. 521050104

 

 

1.

Name of Reporting Person:
Cetus Capital III, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(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 :
914,517(1)

 

6.

Shared Voting Power:
0

 

7.

Sole Dispositive Power :
914,517(1)

 

8.

Shared Dispositive Power:
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
914,517(1)

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9):
4.4%(2)

 

 

12.

Type of Reporting Person (See Instructions):
OO

 

(1)   Consists of (a) 156,509 shares of the Issuers common stock owned by the Reporting Person directly and (b) 758,008 shares of the Issuers common stock underlying $8,868,703 principal amount of the Notes, which are convertible at the Reporting Persons option into shares of common stock based on an initial conversion rate of 85.4701 shares of the Issuers common stock per $1,000 principal amount of the Notes.

 

(2)   Based on 19,802,596 shares of Common Stock outstanding as of May 27, 2016, as reported in the Quarterly Report on Form 10-Q filed by the Issuer on June 7, 2016, plus the 758,008 shares of the Issuers common stock underlying the Notes referred to in footnote (1) above.

 

4

 

CUSIP No. 521050104

 

 

1.

Name of Reporting Person:
Littlejohn Opportunities Master Fund LP

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(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:
290,589(1)

 

6.

Shared Voting Power:
0

 

7.

Sole Dispositive Power :
290,589(1)

 

8.

Shared Dispositive Power:
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
290,589(1)

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9):
1.5%(2)

 

 

12.

Type of Reporting Person (See Instructions):
OO

 

(1)   Consists of (a) 96,136 shares of the Issuers common stock owned by the Reporting Person directly and (b) 194,453 shares of the Issuers common stock underlying $2,275,110 principal amount of the Notes, which are convertible at the Reporting Persons option into shares of common stock based on an initial conversion rate of 85.4701 shares of the Issuers common stock per $1,000 principal amount of the Notes.

 

(2)   Based on 19,802,596 shares of Common Stock outstanding as of May 27, 2016, as reported in the Quarterly Report on Form 10-Q filed by the Issuer on June 7, 2016, plus the 194,453 shares of the Issuers common stock underlying the Notes referred to in footnote (1) above.

 

5

 

CUSIP No. 521050104

 

 

Item 1(a).

Name of Issuer:
Layne Christensen Company (the Issuer)

Item 1(b).

Address of Issuers Principal Executive Offices:
1800 Hughes Landing Boulevard Ste 800

The Woodlands, TX 77380

 

Item 2(a).

Name of Person(s) Filing:
This statement is filed by the entities listed below, all of whom together are referred to herein as the Reporting Persons. 

(i) Cetus Capital III, L.P., a Delaware limited partnership, whose general partner is Littlejohn Associates V, L.L.C., a Delaware limited liability company.

(ii) Cetus Capital II, LLC, a Delaware limited liability company, is a single member LLC whose only member is Littlejohn Fund IV, L.P., a Delaware limited partnership, and whose manager is Littlejohn Managers LLC, a Delaware limited liability company.

(iii) Littlejohn Opportunities Master Fund LP, a Cayman Islands limited partnership, whose general partner is Littlejohn Opportunities GP LLC, a Delaware limited liability company.

Item 2(b).

Address of Principal Business Office or, if none, Residence:
The address of the principal business office of each of the Reporting Persons is 8 Sound Shore Drive, Suite 303, Greenwich, CT 06830.

Item 2(c).

Citizenship:
See Item 4 of each cover page.

Item 2(d).

Title of Class of Securities:
See the cover page of this filing.

Item 2(e).

CUSIP Number:
521050104.

 

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:

 

Not applicable.

 

6

 

CUSIP No. 521050104

 

 

Item 4.

Ownership.

 

 

(a)

Amount beneficially owned:   

See Item 9 of each cover page.

 

(b)

Percent of class:   

See Item 11 of each cover page.

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

See Item 5 of each cover page.

 

 

(ii)

Shared power to vote or to direct the vote:    

See Item 6 of each cover page.

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

See Item 7 of each cover page.

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

See Item 8 of each cover page.

 

Item 5.

Ownership of Five Percent or Less of a Class.

If the 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   o.

 

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.

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 

7

 

CUSIP No. 521050104

 

 

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.

 

SIGNATURES

 

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

 

Dated: June 23, 2016

Cetus Capital II, LLC

 

 

 

By:

Littlejohn Fund IV, L.P., manager

 

By:

Littlejohn Associates IV, L.L.C., its general partner

 

 

 

Name:

/s/ Robert E. Davis

 

By:

Robert E. Davis, authorized signatory

 

 

 

Dated: June 23, 2016

Cetus Capital III, L.P.

 

 

 

By:

Littlejohn Associates V, L.L.C., its general partner

 

 

 

 

 

 

Name:

/s/ Robert E. Davis

 

By:

Robert E. Davis, authorized signatory

 

 

 

 

 

 

Dated: June 23, 2016

Littlejohn Opportunities Master Fund LP

 

 

 

By:

Littlejohn Opportunities GP LLC, its general partner

 

 

 

 

 

 

Name:

/s/ Robert E. Davis

 

By:

Robert E. Davis, authorized signatory

 

8

 

CUSIP No. 521050104

 

 

EXHIBIT INDEX

 

Exhibit

 

Exhibit A:                                         Joint Filing Agreement.

 

9

 

CUSIP No. 521050104

 

 

EXHIBIT A

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Layne Christensen Company, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

 

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, 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, the undersigned have executed this Agreement as of June 23, 2016.

 

Dated: June 23, 2016

Cetus Capital II, LLC

 

 

 

By:

Littlejohn Fund IV, L.P., manager

 

By:

Littlejohn Associates IV, L.L.C., its general partner

 

 

 

Name:

/s/ Robert E. Davis

 

By:

Robert E. Davis, authorized signatory

 

 

 

Dated: June 23, 2016

Cetus Capital III, L.P.

 

 

 

By:

Littlejohn Associates V, L.L.C., its general partner

 

 

 

 

 

 

Name:

/s/ Robert E. Davis

 

By:

Robert E. Davis, authorized signatory

 

 

 

 

 

 

Dated: June 23, 2016

Littlejohn Opportunities Master Fund LP

 

 

 

By:

Littlejohn Opportunities GP LLC, its general partner

 

 

 

 

 

 

Name:

/s/ Robert E. Davis

 

By:

Robert E. Davis, authorized signatory

 

10