0001104659-17-026420.txt : 20170426 0001104659-17-026420.hdr.sgml : 20170426 20170426170530 ACCESSION NUMBER: 0001104659-17-026420 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170426 DATE AS OF CHANGE: 20170426 GROUP MEMBERS: AF IV (U), L.P. GROUP MEMBERS: AF IV ENERGY AIV B1, L.P. GROUP MEMBERS: ARES HOLDCO LLC GROUP MEMBERS: ARES HOLDINGS INC. GROUP MEMBERS: ARES MANAGEMENT GP LLC GROUP MEMBERS: ARES MANAGEMENT HOLDINGS L.P. GROUP MEMBERS: ARES MANAGEMENT, L.P. GROUP MEMBERS: ARES PARTNERS HOLDCO LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CLAYTON WILLIAMS ENERGY INC /DE CENTRAL INDEX KEY: 0000880115 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752396863 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45053 FILM NUMBER: 17785237 BUSINESS ADDRESS: STREET 1: SIX DESTA DR STREET 2: STE 6500 CITY: MIDLAND STATE: TX ZIP: 79705 BUSINESS PHONE: 4326826324 MAIL ADDRESS: STREET 1: SIX DESTA DRIVE STREET 2: STE 6500 CITY: MIDLAND STATE: TX ZIP: 79705 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARES MANAGEMENT LLC CENTRAL INDEX KEY: 0001259313 IRS NUMBER: 010605583 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2000 AVENUE OF THE STARS STREET 2: 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 310-201-4100 MAIL ADDRESS: STREET 1: 2000 AVENUE OF THE STARS STREET 2: 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 SC 13D/A 1 a17-11913_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 10)*

 

CLAYTON WILLIAMS ENERGY, INC.

(Name of Issuer)

 

Common Stock, $0.10 par value

(Title of Class of Securities)

 

969490101

(CUSIP Number)

 

Monica J. Shilling

Proskauer Rose LLP

2049 Century Park East, Suite 3200

Los Angeles, California 90067

Tel: (310) 557-2900

Fax: (310) 557-2193

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

 

April 24, 2017

(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. o

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

 


 

CUSIP No.  969490101

 

 

1.

Names of Reporting Persons
AF IV Energy AIV B1, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

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
0 (See Items 3, 4, 5 and 6)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0 (See Items 3, 4, 5 and 6)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0 (See Items 3, 4, 5 and 6)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0% (See Item 3, 4, 5 and 6)

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

2


 

CUSIP No.  969490101

 

 

1.

Names of Reporting Persons
AF IV (U), L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

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
0 (See Items 3, 4, 5 and 6)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0 (See Items 3, 4, 5 and 6)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0 (See Items 3, 4, 5 and 6)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0% (See Item 3, 4, 5 and 6)

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

3


 

CUSIP No.  969490101

 

 

1.

Names of Reporting Persons
Ares Management LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

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
0 (See Item 3, 4, 5 and 6)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0 (See Item 3, 4, 5 and 6)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0 (See Item 3, 4, 5 and 6)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0% (See Item 3, 4, 5 and 6)

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

4


 

CUSIP No.  969490101

 

 

1.

Names of Reporting Persons
Ares Management Holdings L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

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
0 (See Item 3, 4, 5 and 6)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0 (See Item 3, 4, 5 and 6)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0 (See Item 3, 4, 5 and 6)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0% (See Item 3, 4, 5 and 6)

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

5


 

CUSIP No.  969490101

 

 

1.

Names of Reporting Persons
Ares Holdco LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

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
0 (See Item 3, 4, 5 and 6)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0 (See Item 3, 4, 5 and 6)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0 (See Item 3, 4, 5 and 6)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0% (See Item 3, 4, 5 and 6)

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

6


 

CUSIP No.  969490101

 

 

1.

Names of Reporting Persons
Ares Holdings Inc.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

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
0 (See Item 3, 4, 5 and 6)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0 (See Item 3, 4, 5 and 6)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0 (See Item 3, 4, 5 and 6)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0% (See Item 3, 4, 5 and 6)

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

7


 

CUSIP No.  969490101

 

 

1.

Names of Reporting Persons
Ares Management, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

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
0 (See Item 3, 4, 5 and 6)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0 (See Item 3, 4, 5 and 6)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0 (See Item 3, 4, 5 and 6)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0% (See Item 3, 4, 5 and 6)

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

8


 

CUSIP No.  969490101

 

 

1.

Names of Reporting Persons
Ares Management GP LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

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
0 (See Item 3, 4, 5 and 6)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0 (See Item 3, 4, 5 and 6)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0 (See Item 3, 4, 5 and 6)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0% (See Item 3, 4, 5 and 6)

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

9


 

CUSIP No.  969490101

 

 

1.

Names of Reporting Persons
Ares Partners Holdco LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

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
0 (See Item 3, 4, 5 and 6)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0 (See Item 3, 4, 5 and 6)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0 (See Item 3, 4, 5 and 6)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0% (See Item 3, 4, 5 and 6)

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

10


 

Explanatory Note

 

This Amendment No. 10 to the statement on Schedule 13D amends and supplements the statement on Schedule 13D filed by the Reporting Persons on March 24, 2016, as amended by Amendment No. 1 filed by the Reporting Persons on April 5, 2016, Amendment No. 2 filed by the Reporting Persons on April 7, 2016, Amendment No. 3 filed by the Reporting Persons on May 16, 2016, Amendment No. 4 filed by the Reporting Persons on May 27, 2016, Amendment No. 5 filed by the Reporting Persons on June 6, 2016, Amendment No. 6 filed by the Reporting Persons on June 28, 2016, Amendment No. 7 filed by the Reporting Persons on July 25, 2016, Amendment No. 8 filed by the Reporting Persons on August 29, 2016 and Amendment No. 9 filed by the Reporting Persons on January 17, 2017 (as amended, the “Original Schedule 13D” and, together with this Amendment No. 10, the “Schedule 13D”).  Terms defined in the Schedule 13D are used herein as so defined.

 

Item 5.      Interest in Securities of the Issuer

 

Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a) Aggregate number and percentage of securities. See items 11 and 13 of the cover pages to this Amendment No. 10 for the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons.

 

(b) Power to vote and dispose. See items 7 through 10 of the cover pages to this Amendment No. 10 for the number of shares of Common Stock beneficially owned by each of the Reporting Persons as to which there is sole or shared power to vote or to direct the vote, and sole or shared power to dispose or to direct the disposition.

 

(c) Transactions within the past 60 days.  Pursuant to the Agreement and Plan of Merger, dated as of January 13, 2017, by and among the Issuer, Noble Energy, Inc. (“Noble Energy”) and two indirect wholly owned subsidiaries of Noble Energy (the “Merger Agreement”), at the effective time of the merger on April 24, 2017 each share of the Issuer’s Common Stock reported as beneficially owned on Amendment No. 9 to this Schedule 13D filed by the Reporting Persons on January 17, 2017 was converted into the Merger Consideration (as defined in the Merger Agreement).

 

(d) Certain rights of other persons. Other than as disclosed in the Original Schedule 13D, no other person has or had the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities covered by this statement.

 

(e) Date ceased to be a 5% owner. As of April 24, 2017, none of the Reporting Persons or the Purchasers hold or beneficially own shares of Common Stock representing 5.0% or more of the outstanding shares of Common Stock.

 

11


 

SIGNATURE

 

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.

 

Date: April 26, 2017

 

 

 

AF IV ENERGY AIV B1, L.P.

 

 

 

 

 

 

 

/s/ Naseem Sagati

 

 

 

 

By:

Naseem Sagati

 

 

 

 

Its:

Authorized Signatory

 

 

 

 

 

 

 

 

AF IV (U), L.P.

 

 

 

 

 

By:

ARES MANAGEMENT LLC,

 

 

 

Its Manager

 

 

 

 

 

 

 

/s/ Naseem Sagati

 

 

 

 

By:

Naseem Sagati

 

 

 

 

Its:

Authorized Signatory

 

 

 

 

 

 

 

 

ARES MANAGEMENT LLC

 

 

 

 

 

/s/ Naseem Sagati

 

 

By:

Naseem Sagati

 

 

Its:

Authorized Signatory

 

 

 

 

 

 

 

 

ARES MANAGEMENT HOLDINGS L.P.

 

 

 

 

 

By:

ARES HOLDCO LLC

 

 

 

Its General Partner

 

 

 

 

 

 

 

/s/ Naseem Sagati

 

 

 

 

By:

Naseem Sagati

 

 

 

 

Its:

Authorized Signatory

 

 

 

 

 

ARES HOLDCO LLC

 

 

 

 

 

/s/ Naseem Sagati

 

 

By:

Naseem Sagati

 

 

Its:

Authorized Signatory

 

 

 

 

 

 

ARES HOLDINGS INC.

 

 

 

 

 

 

/s/ Naseem Sagati

 

 

By:

Naseem Sagati

 

 

Its:

Authorized Signatory

 

 

12


 

 

ARES MANAGEMENT, L.P.

 

 

 

 

 

By:

ARES MANAGEMENT GP LLC

 

 

 

Its General Partner

 

 

 

 

 

 

 

/s/ Naseem Sagati

 

 

 

 

By:

Naseem Sagati

 

 

 

 

Its:

Authorized Signatory

 

 

 

 

 

ARES MANAGEMENT GP LLC

 

 

 

 

 

/s/ Naseem Sagati

 

 

By:

Naseem Sagati

 

 

Its:

Authorized Signatory

 

 

 

 

 

ARES PARTNERS HOLDCO LLC

 

 

 

 

 

/s/ Naseem Sagati

 

 

By:

Naseem Sagati

 

 

Its:

Authorized Signatory

 

 

13


 

EXHIBIT INDEX

 

Exhibit 1

 

Warrant and Preferred Stock Purchase Agreement by and between the Issuer and AF IV Energy LLC, dated as of March 8, 2016 (incorporated by reference to Exhibit 10.2 to the current report on Form 8–K of the Issuer filed on March 9, 2016).*

 

 

 

Exhibit 2

 

Form of Warrant to Purchase Common Stock dated as of March 15, 2016 (incorporated by reference to Exhibit 10.3 to the current report on Form 8–K of the Issuer filed on March 15, 2016).*

 

 

 

Exhibit 3

 

Certificate of Designation of the Special Voting Preferred Stock of the Issuer, dated as of March 15, 2016 (incorporated by reference to Exhibit 4.1 to the current report on Form 8–K of the Issuer filed on March 15, 2016).*

 

 

 

Exhibit 4

 

Registration Rights Agreement by and among the Issuer and the Purchasers, dated as of March 15, 2016 (incorporated by reference to Exhibit 10.5 to the current report on Form 8–K of the Issuer filed on March 15, 2016).*

 

 

 

Exhibit 5

 

Form of Standstill Agreement dated as of March 15, 2016 (incorporated by reference to Exhibit 10.4 to the current report on Form 8–K of the Issuer filed on March 15, 2016).*

 

 

 

Exhibit 6

 

Common Stock Purchase Agreement dated as of July 22, 2016 (incorporated by reference to Exhibit 10.1 to the current report on Form 8–K of the Issuer filed on July 25, 2016).*

 

 

 

Exhibit 7

 

Stockholder Agreement dated as of August 29, 2016 (incorporated by reference to Exhibit 10.1 to the current report on Form 8–K of the Issuer filed on August 29, 2016).*

 

 

 

Exhibit 8

 

Support Agreement dated as of January 13, 2017 (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K of the Issuer filed on January 17, 2017).*

 

 

 

Exhibit 99.1

 

Joint Filing Agreement, dated as of March 24, 2016, by and among the Reporting Persons.*

 

*      Previously filed.

 

14