0000902664-16-005727.txt : 20160216 0000902664-16-005727.hdr.sgml : 20160215 20160216101304 ACCESSION NUMBER: 0000902664-16-005727 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160216 DATE AS OF CHANGE: 20160216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LAYNE CHRISTENSEN CO CENTRAL INDEX KEY: 0000888504 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION SPECIAL TRADE CONTRACTORS [1700] IRS NUMBER: 480920712 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43628 FILM NUMBER: 161424166 BUSINESS ADDRESS: STREET 1: 1800 HUGHES LANDING BLVD., STE. 700 CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: 281-475-2600 MAIL ADDRESS: STREET 1: 1800 HUGHES LANDING BLVD., STE. 700 CITY: THE WOODLANDS STATE: TX ZIP: 77380 FORMER COMPANY: FORMER CONFORMED NAME: LAYNE INC DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HIGHBRIDGE CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0000919185 IRS NUMBER: 133993048 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 40 WEST 57TH ST. STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2122874900 MAIL ADDRESS: STREET 1: 40 WEST 57TH ST. STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: HIGHBRIDGE CAPITAL MANAGEMENT INC /NY DATE OF NAME CHANGE: 19980610 FORMER COMPANY: FORMER CONFORMED NAME: DUBIN & SWIECA ASSET MANAGEMENT INC DATE OF NAME CHANGE: 19950817 SC 13G/A 1 p16-0330sc13ga.htm LAYNE CHRISTENSEN COMPANY

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G/A
 
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 1)*
 

Layne Christensen Company

(Name of Issuer)
 

Common Stock, par value $0.01 par value

(Title of Class of Securities)
 

521050104

(CUSIP Number)
 

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 13G is filed:
 
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 5 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)

 

CUSIP No. 52105010413G/A Page 2 of 5 Pages

 

1

NAMES OF REPORTING PERSONS

Highbridge Capital Management, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

State of Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

8,756 shares of Common Stock

 

3,265,410 shares of Common Stock issuable upon conversion of convertible notes (see Item 4)*

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

8,756 shares of Common Stock

 

3,265,410 shares of Common Stock issuable upon conversion of convertible notes (see Item 4)*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,756 shares of Common Stock

 

3,265,410 shares of Common Stock issuable upon conversion of convertible notes (see Item 4)*

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.99% (see Item 4)*

12

TYPE OF REPORTING PERSON

IA, OO

         

 

* As more fully described in Item 4, the reported securities are subject to a 9.99% blocker and the percentage set forth in row (11) gives effect to such blocker. However, rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon the conversion in full of the reported securities and do not give effect to such blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported in rows (6), (8) and (9).

 

CUSIP No. 52105010413G/A Page 3 of 5 Pages

 

1

NAMES OF REPORTING PERSONS

Highbridge International LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands, British West Indies

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,358,974 shares of Common Stock issuable upon conversion of convertible notes (see Item 4)*

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,358,974 shares of Common Stock issuable upon conversion of convertible notes (see Item 4)*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,358,974 shares of Common Stock issuable upon conversion of convertible notes (see Item 4)*

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.99% (see Item 4)*

12

TYPE OF REPORTING PERSON

OO

         

 

* As more fully described in Item 4, the reported securities are subject to a 9.99% blocker and the percentage set forth in row (11) gives effect to such blocker. However, rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon the conversion in full of the reported securities and do not give effect to such blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported in rows (6), (8) and (9

 

CUSIP No. 52105010413G/A Page 4 of 5 Pages

This Amendment No. 1 (this "Amendment No. 1") amends the statement on Schedule 13G filed with the Securities and Exchange Commission (the "SEC") on March 13, 2015 (the "Original Schedule 13G" and together with this Amendment No. 1, the "Schedule 13G"), with respect to the shares of Common Stock, par value $0.01 per share (the "Common Stock"), of Layne Christensen Company, a Delaware corporation (the "Company"). Capitalized terms used herein and not otherwise defined have the meanings set forth in the Schedule 13G. This Amendment amends and restates Item 4 in its entirety as set forth below.

 

Item 4. OWNERSHIP.
   
  (a) Amount beneficially owned:
   
  As of December 31, 2015, (i) Highbridge International LLC may be deemed to beneficially own 2,358,974 shares of Common Stock issuable upon conversion of convertible notes and (ii) Highbridge Capital Management, LLC, as the trading manager of Highbridge International LLC, Highbridge Tactical Credit & Convertibles Master Fund, L.P.  and STAR L.P. (a statistical arbitrage strategy) (collectively, the "Highbridge Funds") may be deemed to be the beneficial owner of 3,265,166 shares of Common Stock issuable upon conversion of the convertible notes held by Highbridge International LLC and Highbridge Tactical Credit & Convertibles Master Fund, L.P. and 8,756 shares of Common Stock held by STAR L.P. (a statistical arbitrage strategy).  
   
  (b) Percent of class:
   
  Except as set forth below, the percentages used herein and in the rest of this Schedule 13G/A are calculated based upon 19,798,245 shares of Common Stock reported to be outstanding as of November 27, 2015 in the Company's Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2015 filed with the SEC on December 10, 2015 and assumes the conversion of the convertible notes (the "Reported Securities") held by Highbridge International LLC and Highbridge Tactical Credit & Convertibles Master Fund, L.P., subject to the 9.99% Blocker (as defined below).  Therefore, as of December 31, 2015, (i) Highbridge International LLC may be deemed to beneficially own approximately 9.99% of the outstanding shares of Common Stock of the Company and (ii) Highbridge Capital Management, LLC may be deemed to beneficially own approximately 9.99% of the outstanding shares of Common Stock of the Company.
   
  Pursuant to the terms of the Reported Securities, the Reporting Persons cannot convert any of the Reported Securities if the Reporting Persons would beneficially own, after any such conversion, more than 9.99% of the outstanding shares of Common Stock (the "9.99% Blocker") and the percentage set forth in Row (11) of the cover page for each Reporting Person gives effect to the 9.99% Blocker. Consequently, at this time, the Reporting Persons are not able to convert all of such Reported Securities due to the 9.99% Blocker.
   
  The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of Common Stock issuable upon conversion of the convertible notes held by the Highbridge Funds.

 

 

CUSIP No. 52105010413G/A Page 5 of 5 Pages

SIGNATURES

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

DATED: February 16, 2016

 

 

HIGHBRIDGE CAPITAL MANAGEMENT, LLC  
   
   
By:

/s/ John Oliva

  
Name: John Oliva  
Title: Managing Director  
   
   
HIGHBRIDGE INTERNATIONAL LLC  
   
   
By: Highbridge Capital Management, LLC
its Trading Manager		  
   
   
By:

/s/ John Oliva

  
Name: John Oliva  
Title: Managing Director