Filing Details

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.__)*
InterOil Corporation
(Name of Issuer)
Common Shares, no par value
(Title of Class of Securities)
460951106
(CUSIP Number)
February 22, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨	Rule 13d-1(b)
ý	Rule 13d-1(c)
¨	Rule 13d-1(d)
(Page 1 of 13 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 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 ("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   M. H. Davidson & Co.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ý
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 0*
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 0*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON PN

 

* The information set forth on this cover page reflects information as of the date of this filing. As of immediately prior to the effective time of the transaction described in the Issuer's Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on July 21, 2016 (the "Transaction"), this Reporting Person may have been deemed to beneficially own 72,169 Common Shares, representing 0.14% of the outstanding Common Shares as of such time.

 

1	NAME OF REPORTING PERSON Davidson Kempner Partners
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ý
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 0*
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 0*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON PN

 

* The information set forth on this cover page reflects information as of the date of this filing. As of immediately prior to the effective time of the Transaction, this Reporting Person may have been deemed to beneficially own 438,691 Common Shares, representing 0.87% of the outstanding Common Shares as of such time.

 

1	NAME OF REPORTING PERSON Davidson Kempner Institutional Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ý
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 0
	6	SHARED VOTING POWER 0*
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 0*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON PN

 

* The information set forth on this cover page reflects information as of the date of this filing. As of immediately prior to the effective time of the Transaction, this Reporting Person may have been deemed to beneficially own 991,956 Common Shares, representing 1.97% of the outstanding Common Shares as of such time.

 

1	NAME OF REPORTING PERSON Davidson Kempner International, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ý
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 0*
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 0*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON CO

 

The information set forth on this cover page reflects information as of the date of this filing. As of immediately prior to the effective time of the Transaction, this Reporting Person may have been deemed to beneficially own 1,065,753 Common Shares, representing 2.12% of the outstanding Common Shares as of such time.

 

1	NAME OF REPORTING PERSON Davidson Kempner Capital Management LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ý
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 0
	6	SHARED VOTING POWER 0*
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 0*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON PN

 

* The information set forth on this cover page reflects information as of the date of this filing. As of immediately prior to the effective time of the Transaction, this Reporting Person may have been deemed to beneficially own 2,568,569 Common Shares, representing 5.11% of the outstanding Common Shares as of such time.

 

1	NAME OF REPORTING PERSON Thomas L. Kempner, Jr.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ý
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 0*
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 0*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON IN

 

* The information set forth on this cover page reflects information as of the date of this filing. As of immediately prior to the effective time of the Transaction, this Reporting Person may have been deemed to beneficially own 2,568,569 Common Shares, representing 5.11% of the outstanding Common Shares as of such time.

 

1	NAME OF REPORTING PERSON Robert J. Brivio, Jr.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ý
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 0*
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 0*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON IN

 

* The information set forth on this cover page reflects information as of the date of this filing. As of immediately prior to the effective time of the Transaction, this Reporting Person may have been deemed to beneficially own 2,568,569 Common Shares, representing 5.11% of the outstanding Common Shares as of such time.

 

Item 1(a).	NAME OF ISSUER
	InterOil Corporation (the "Issuer").

 

Item 1(b).	ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
	163 Penang Road, #06-02 Winsland House II, Singapore 238463.

 

Item 2(a).	NAME OF PERSON FILING
	This Statement is filed by each of the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons":
	(i)	M. H. Davidson & Co., a New York limited partnership ("CO"). M.H. Davidson & Co. GP, L.L.C., a Delaware limited liability company, is the general partner of CO. DKCM (as defined below) is responsible for the voting and investment decisions of CO;
	(ii)	Davidson Kempner Partners, a New York limited partnership ("DKP"). MHD Management Co., a New York limited partnership ("MHD"), is the general partner of DKP and MHD Management Co. GP, L.L.C., a Delaware limited liability company, is the general partner of MHD.  DKCM is responsible for the voting and investment decisions of DKP;
	(iii)	Davidson Kempner Institutional Partners, L.P., a Delaware limited partnership ("DKIP"). Davidson Kempner Advisers Inc., a New York corporation, is the general partner of DKIP. DKCM is responsible for the voting and investment decisions of DKIP;
	(iv)	Davidson Kempner International, Ltd., a British Virgin Islands business company ("DKIL").  DKCM is the investment manager of DKIL and is responsible for the voting and investment decisions of DKIL;
	(v)	Davidson Kempner Capital Management LP, a Delaware limited partnership and a registered investment adviser with the U.S. Securities and Exchange Commission, acts as investment manager to each of CO, DKP, DKIP and DKIL ("DKCM"). DKCM GP LLC, a Delaware limited liability company, is the general partner of DKCM. The managing members of DKCM are Thomas L. Kempner, Jr., Timothy I. Levart, Robert J. Brivio, Jr., Anthony A. Yoseloff, Eric P. Epstein, Avram Z. Friedman, Conor Bastable, Morgan P. Blackwell, Shulamit Leviant, Patrick W. Dennis and Gabriel T. Schwartz; and
	(vi)	Messrs. Thomas L. Kempner, Jr. and Robert J. Brivio, Jr. through DKCM, are responsible for the voting and investment decisions relating to the securities held by CO, DKP, DKIP and DKIL reported herein.

 

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 c/o Davidson Kempner Capital Management LP, 520 Madison Avenue, 30th Floor, New York, New York 10022.

 

Item 2(c).	CITIZENSHIP
	(i)	CO – a New York limited partnership
	(ii)	DKP – a New York limited partnership
	(iii)	DKIP – a Delaware limited partnership
	(iv)	DKIL – a British Virgin Islands business company
	(v)	DKCM – a Delaware limited partnership
	(vi)	Thomas L. Kempner, Jr. and Robert J. Brivio, Jr. – United States

 

Item 2(d).	TITLE OF CLASS OF SECURITIES
	Common Shares, no par value (the "Common Shares")

 

Item 2(e).	CUSIP NUMBER:
	460951106

 

Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 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;
	(i)	¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
	(j)	¨	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
	(k)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:_____________________________

 

Item 4.	OWNERSHIP.
The information required by Items 4(a) – (c)  is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
The percentages used in this Schedule 13G are calculated based upon 50,312,015 Common Shares outstanding as of January 10, 2017, as reported in the Issuer's Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commissions on January 17, 2017.

 

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 5 percent of the class of securities, check the following  ý

 

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.

 

Item 10.

CERTIFICATION.

 

	Each of the Reporting Persons hereby makes the following certification:
	By signing below each Reporting Person certifies that, to the best of his or its 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 his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE:  March 3, 2017	m.h. davidson & Co.
	By: M.H. Davidson & Co. GP, L.L.C.,
	its General Partner
	/s/ Thomas L. Kempner, Jr.
	Name:  Thomas L. Kempner, Jr.
	Title:    Executive Managing Member
	davidson kempner partners
	By: MHD Management Co.,
	its General Partner
	By: MHD Management Co. GP, L.L.C.,
	its General Partner
	/s/ Thomas L. Kempner, Jr.
	Name:  Thomas L. Kempner, Jr.
	Title:    Executive Managing Member
	DAVIDSON KEMPNER institutional partners, L.P.
	By: Davidson Kempner Advisers Inc.,
	its General Partner
	/s/ Thomas L. Kempner, Jr.
	Name:  Thomas L. Kempner, Jr.
	Title:    President
	davidson kempner international, ltd.
	By: Davidson Kempner Capital Management LP,
	its Investment Manager
	/s/ Thomas L. Kempner, Jr.
	Name:  Thomas L. Kempner, Jr.
	Title:    Executive Managing Member

 

 

	Davidson Kempner Capital Management LP
	/s/ Thomas L. Kempner, Jr.
	Name:  Thomas L. Kempner, Jr.
	Title:    Executive Managing Member
	/s/ Thomas L. Kempner, Jr.
	THOMAS L. KEMPNER, JR.
	/s/  Robert J. Brivio, Jr.
	ROBERT J. BRIVIO, JR.

EXHIBIT 1

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATE:  March 3, 2017	m.h. davidson & Co.
	By: M.H. Davidson & Co. GP, L.L.C.,
	its General Partner
	/s/ Thomas L. Kempner, Jr.
	Name:  Thomas L. Kempner, Jr.
	Title:    Executive Managing Member
	davidson kempner partners
	By: MHD Management Co.,
	its General Partner
	By: MHD Management Co. GP, L.L.C.,
	its General Partner
	/s/ Thomas L. Kempner, Jr.
	Name:  Thomas L. Kempner, Jr.
	Title:    Executive Managing Member
	DAVIDSON KEMPNER institutional partners, L.P.
	By: Davidson Kempner Advisers Inc.,
	its General Partner
	/s/ Thomas L. Kempner, Jr.
	Name:  Thomas L. Kempner, Jr.
	Title:    President

	davidson kempner international, ltd.
	By: Davidson Kempner Capital Management LP,
	its Investment Manager
	/s/ Thomas L. Kempner, Jr.
	Name:  Thomas L. Kempner, Jr.
	Title:    Executive Managing Member

 

 

 

 

	Davidson Kempner Capital Management LP
	/s/ Thomas L. Kempner, Jr.
	Name:  Thomas L. Kempner, Jr.
	Title:    Executive Managing Member
	/s/ Thomas L. Kempner, Jr.
	THOMAS L. KEMPNER, JR.
	/s/  Robert J. Brivio, Jr.
	ROBERT J. BRIVIO, JR.