0000902664-14-003957.txt : 20141003 0000902664-14-003957.hdr.sgml : 20141003 20141003093103 ACCESSION NUMBER: 0000902664-14-003957 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20141003 DATE AS OF CHANGE: 20141003 GROUP MEMBERS: DANIEL LEWIS GROUP MEMBERS: OC OFFSHORE INVESTMENTS II, SPC GROUP MEMBERS: ORANGE CAPITAL MASTER I, LTD. GROUP MEMBERS: ORANGE CAPITAL, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Bellatrix Exploration Ltd. CENTRAL INDEX KEY: 0001483405 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87192 FILM NUMBER: 141138454 BUSINESS ADDRESS: STREET 1: 1920, 800 5TH AVENUE SW CITY: CALGARY STATE: A0 ZIP: T2P 3T6 BUSINESS PHONE: 403.266.8670 MAIL ADDRESS: STREET 1: 1920, 800 5TH AVENUE SW CITY: CALGARY STATE: A0 ZIP: T2P 3T6 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ORANGE CAPITAL, LLC CENTRAL INDEX KEY: 0001426756 IRS NUMBER: 202365801 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1370 AVENUE OF THE AMERICAS STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-375-6040 MAIL ADDRESS: STREET 1: 1370 AVENUE OF THE AMERICAS STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 p14-2002sc13da.htm BELLATRIX EXPLORATION LTD.

 

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
 

Bellatrix Exploration Ltd.

(Name of Issuer)
 

Common Shares, no par value

(Title of Class of Securities)
 

078314101

(CUSIP Number)
 
 

David Rosewater

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

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

October 2, 2014

(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).

 

 
CUSIP No. 078314101SCHEDULE 13D/APage 2 of 9 Pages

 

1

NAME OF REPORTING PERSON

Orange Capital, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

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

19,510,513 shares of Common Shares

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

19,510,513 shares of Common Shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

19,510,513 shares of Common Shares

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.2%

14

TYPE OF REPORTING PERSON

OO; IA

         

 

 
CUSIP No. 078314101SCHEDULE 13D/APage 3 of 9 Pages

 

1

NAME OF REPORTING PERSON

Orange Capital Master I, Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

16,645,513 shares of Common Shares

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

16,645,513 shares of Common Shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

16,645,513 shares of Common Shares

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.7%

14

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 078314101SCHEDULE 13D/APage 4 of 9 Pages

 

1

NAME OF REPORTING PERSON

      OC Offshore Investments II, SPC – Segregated Portfolio A

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

2,865,000 shares of Common Shares

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,865,000 shares of Common Shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,865,000 shares of Common Shares

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.5%

14

TYPE OF REPORTING PERSON

OO

         

 

 
CUSIP No. 078314101SCHEDULE 13D/APage 5 of 9 Pages

 

1

NAME OF REPORTING PERSON

Daniel Lewis

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

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 of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

19,510,513 shares of Common Shares

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

19,510,513 shares of Common Shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

19,510,513 shares of Common Shares

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.2%

14

TYPE OF REPORTING PERSON

IN; HC

         

 

 
CUSIP No. 078314101SCHEDULE 13D/APage 6 of 9 Pages

 

This Amendment No. 4 ("Amendment No. 4") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on August 19, 2014 (the "Original Schedule 13D"), Amendment No. 1 to the Original Schedule 13D filed with the SEC on September 4, 2014 ("Amendment No. 1"), Amendment No. 2 to the Original Schedule 13D filed with the SEC on September 12, 2014 ("Amendment No. 2") and Amendment No. 3 to the Original Schedule 13D filed with the SEC on September 26, 2014 ("Amendment No. 3" and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2 and this Amendment No. 4, the "Schedule 13D") with respect to the common shares, no par value (the "Common Shares"), of Bellatrix Exploration Ltd., a Canadian limited company (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 4 have the meanings set forth in the Schedule 13D. This Amendment No. 3 amends Items 3 and 5 as set forth below.

 

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:

 

The Reporting Persons used approximately $146,000,000 (CAD $159,000,000) (including brokerage commissions) in the aggregate to purchase the shares of Common Shares reported in this Schedule 13D.
 
The source of the funds used to acquire the Common Shares reported herein is the working capital of the OC Funds.  The shares of Common Shares reported herein are held in commingled margin accounts, which may extend margin credit to the Reporting Persons from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts. The margin accounts bear interest at a rate based upon the broker’s call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Shares reported herein.

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER.

 

Paragraphs (a) – (c) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:
 
(a) The aggregate number and percentage of shares of Common Shares to which this Schedule 13D relates is 19,510,513 shares of Common Shares, constituting approximately 10.2% of the Issuer's currently outstanding Common Shares. In addition, Walied Soliman ("Mr. Soliman"), a Partner at Norton Rose Fulbright LLP and counsel to Orange Capital, beneficially owns 20,000 shares of Common Shares, or less than 0.01% of the Issuer's currently outstanding Common Shares. The aggregate number and percentage of shares of Common Shares reported herein are based upon the 191,091,741 shares of Common Shares outstanding as of June 30, 2014, as reported in the Issuer's Report on Form 6-K for the month of August 2014, filed with the SEC on August 8, 2014.
 
 
CUSIP No. 078314101SCHEDULE 13D/APage 7 of 9 Pages

 

(b) Orange Capital has shared voting power and shared dispositive power over the shares held by the OC Funds, by virtue of Orange Capital's role as the investment advisor to each of the OC Funds, and accordingly Orange Capital may be deemed to be a beneficial owner of such shares.  Mr. Lewis has shared voting power and shared dispositive power over the shares held by each of the OC Funds, by virtue of his role as Managing Member of Orange Capital, and accordingly Mr. Lewis may be deemed to be a beneficial owner of such shares. Mr. Soliman has sole voting power and sole dispositive power over the shares of Common Shares beneficially owned by him. The Reporting Persons expressly disclaim beneficial ownership of the shares of Common Shares beneficially owned by Mr. Soliman, and Mr. Soliman expressly disclaims beneficial ownership of the shares of Common Shares beneficially owned by each of the Reporting Persons.
 
(c) Appendix B hereto (which is incorporated by reference in this Item 5 as if restated in full herein) sets forth all transactions with respect to the Common Shares effected since the filing of Amendment No. 3.

 

 

 
CUSIP No. 078314101SCHEDULE 13D/APage 8 of 9 Pages

 

SIGNATURES

 

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

Date: October 3, 2014

 

  ORANGE CAPITAL, LLC  
   
    By: /s/ Daniel Lewis
      Name:  Daniel Lewis
      Title:  Managing Member
   
  ORANGE CAPITAL MASTER I, LTD.  
   
    By: /s/ Russell Hoffman
      Name:  Russell Hoffman
      Title:  Director
   
  OC OFFSHORE INVESTMENTS II, SPC – SEGREGATED PORTFOLIO A
   
    By: /s/ Russell Hoffman
      Name:  Russell Hoffman
      Title:  Director
   
  /s/ Daniel Lewis  
  Daniel Lewis  
             
 
CUSIP No. 078314101SCHEDULE 13D/APage 9 of 9 Pages

Appendix B

TRANSACTIONS IN THE COMMON SHARES EFFECTED BY THE REPORTING PERSONS SINCE THE FILING OF AMENDMENT NO. 3

 

The following table sets forth all transactions with respect to the shares effected since the filing of Amendment No. 3 by any of the Reporting Persons.  Except as otherwise noted, all such transactions in the table were effected in the open market, and the table includes commissions paid in per share prices. All share prices below are reported in Canadian dollars.

Orange Fund

Date of Transaction Shares Purchased (Sold) Price per Share ($)
10/01/2014 84,500 6.6764
10/02/2014 50,000 6.4981
10/02/2014 117,500 6.5851
10/02/2014 167,500 6.5352
10/02/2014 167,500 6.4955
10/02/2014 113,000 6.4829

 

OC Offshore

 

Date of Transaction Shares Purchased (Sold) Price per Share ($)
09/29/2014 55,500 6.9537
09/30/2014 100,000 7.0803
09/30/2014 50,000 6.9710
09/30/2014 162,000 6.9154
10/01/2014 164,000 6.8998
10/01/2014 84,000 6.6681
10/01/2014 84,500 6.6764
10/02/2014 50,000 6.4981
10/02/2014 117,500 6.5851
10/02/2014 167,500 6.5352
10/02/2014 167,500 6.4955
10/02/2014 113,000 6.4829