0001104659-18-073629.txt : 20181218 0001104659-18-073629.hdr.sgml : 20181218 20181218200039 ACCESSION NUMBER: 0001104659-18-073629 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181215 FILED AS OF DATE: 20181218 DATE AS OF CHANGE: 20181218 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Strategic Value Partners, LLC CENTRAL INDEX KEY: 0001301912 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38602 FILM NUMBER: 181241943 BUSINESS ADDRESS: STREET 1: 100 WEST PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: (203) 618-3500 MAIL ADDRESS: STREET 1: 100 WEST PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SVP Special Situations III LLC CENTRAL INDEX KEY: 0001614274 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38602 FILM NUMBER: 181241944 BUSINESS ADDRESS: STREET 1: 100 WEST PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-618-3500 MAIL ADDRESS: STREET 1: 100 WEST PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SVP Special Situations IV LLC CENTRAL INDEX KEY: 0001726861 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38602 FILM NUMBER: 181241945 BUSINESS ADDRESS: STREET 1: C/O STRATEGIC VALUE PARTNERS, LLC STREET 2: 100 WEST PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-618-3500 MAIL ADDRESS: STREET 1: C/O STRATEGIC VALUE PARTNERS, LLC STREET 2: 100 WEST PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SVP Special Situations III-A LLC CENTRAL INDEX KEY: 0001614275 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38602 FILM NUMBER: 181241946 BUSINESS ADDRESS: STREET 1: 100 WEST PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-618-3500 MAIL ADDRESS: STREET 1: 100 WEST PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Khosla Victor CENTRAL INDEX KEY: 0001473996 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38602 FILM NUMBER: 181241947 MAIL ADDRESS: STREET 1: 100 WEST PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Chaparral Energy, Inc. CENTRAL INDEX KEY: 0001346980 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 731590941 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 701 CEDAR LAKE BOULEVARD CITY: OKLAHOMA CITY STATE: OK ZIP: 73114 BUSINESS PHONE: (405) 478-8770 MAIL ADDRESS: STREET 1: 701 CEDAR LAKE BOULEVARD CITY: OKLAHOMA CITY STATE: OK ZIP: 73114 4 1 a4.xml 4 X0306 4 2018-12-15 0 0001346980 Chaparral Energy, Inc. CHAP 0001301912 Strategic Value Partners, LLC C/O STRATEGIC VALUE PARTNERS, LLC 100 WEST PUTNAM AVENUE GREENWICH CT 06830 1 0 1 0 0001614274 SVP Special Situations III LLC C/O STRATEGIC VALUE PARTNERS, LLC 100 WEST PUTNAM AVENUE GREENWICH CT 06830 1 0 1 0 0001726861 SVP Special Situations IV LLC C/O STRATEGIC VALUE PARTNERS, LLC 100 WEST PUTNAM AVENUE GREENWICH CT 06830 1 0 1 0 0001614275 SVP Special Situations III-A LLC C/O STRATEGIC VALUE PARTNERS, LLC 100 WEST PUTNAM AVENUE GREENWICH CT 06830 1 0 1 0 0001473996 Khosla Victor C/O STRATEGIC VALUE PARTNERS, LLC 100 WEST PUTNAM AVENUE GREENWICH CT 06830 1 0 1 0 Class A Common Stock 2018-12-15 4 C 0 246925 A 1399807 I See footnotes Class A Common Stock 2018-12-15 4 C 0 234938 A 1331851 I See footnotes Class A Common Stock 2018-12-15 4 C 0 360987 A 3566285 I See footnotes Class A Common Stock 2018-12-15 4 C 0 195637 A 1510994 I See footnotes Class B Common Stock 2018-12-15 4 C 0 246925 D Class A Common Stock 246925 0 I See footnotes Class B Common Stock 2018-12-15 4 C 0 234938 D Class A Common Stock 234938 0 I See footnotes Class B Common Stock 2018-12-15 4 C 0 360987 D Class A Common Stock 360987 0 I See footnotes Class B Common Stock 2018-12-15 4 C 0 195637 D Class A Common Stock 195637 0 I See footnotes The reported securities are held directly by Strategic Value Master Fund, Ltd., Strategic Value Special Situations Master Fund III, L.P., Strategic Value Special Situations Master Fund IV, L.P.; and Strategic Value Opportunities Fund, L.P. (together, the "Funds"), and may be deemed to be held indirectly by Strategic Value Partners, LLC ("Strategic Value Partners"), SVP Special Situations III LLC ("Special Situations III"), SVP Special Situations IV LLC ("Special Situations IV"), and SVP Special Situations III-A LLC ("Special Situations III-A"), each as investment manager, and Victor Khosla ("Mr. Khosla" and together with Strategic Value Partners, Strategic Value Partners, Special Situations III, Special Situations IV, and Special Situations III-A, the "Reporting Persons"), as the sole member of Midwood Holdings, LLC, the managing member of Strategic Value Partners, in each case as described below. The filing of this Form 4 shall not be construed as an admission that the Reporting Persons or the Funds are or were for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owners of any securities of Chaparral Energy, Inc. (the "Issuer"). The Reporting Persons and the Funds disclaim such beneficial ownership, except to the extent of their pecuniary interest. Held directly by Strategic Value Master Fund, Ltd., a Cayman Islands exempted company. Strategic Value Partners is the investment manager of, and exercises investment discretion over Strategic Value Master Fund, Ltd.. Strategic Value Partners is indirectly majority owned and controlled by Mr. Khosla. Held directly by Strategic Value Special Situations Master Fund III, L.P., a Cayman Islands exempted limited partnership. Special Situations III is the investment manager of, and exercises investment discretion over Strategic Value Special Situations Master Fund III, L.P. Each of Strategic Value Special Situations Fund III, L.P., a Delaware limited partnership, and Strategic Value Special Situations Offshore Fund III, L.P., a Cayman Islands exempted limited partnership, holds limited partnership interests in Strategic Value Special Situations Master Fund III, L.P. Strategic Value Partners is the managing member of Special Situations III. Strategic Value Partners and Special Situations III are both indirectly majority owned and controlled by Mr. Khosla. Held directly by Strategic Value Special Situations Master Fund IV, L.P., a Cayman Islands exempted limited partnership. Special Situations IV is the investment manager of, and exercises discretion over Strategic Value Special Situations Master Fund IV, L.P. Each of Strategic Value Special Situations Fund IV, L.P., a Delaware limited partnership, and Strategic Value Special Situations Offshore Fund IV, L.P., a Cayman Islands exempted limited partnership, holds limited partnership interests in Strategic Value Special Situations Master Fund IV, L.P. Strategic Value Partners is the managing member of Special Situations IV. Strategic Value Partners and Special Situations IV are both indirectly majority owned and controlled by Mr. Khosla. Held directly by Strategic Value Opportunities Fund, L.P., a Cayman Islands exempted limited partnership. Special Situations III-A is the investment manager of, and exercises investment discretion over Strategic Value Opportunities Fund, L.P. Strategic Value Partners is the managing member of Special Situations III-A. Strategic Value Opportunities Feeder Fund, Ltd. holds limited partnership interests in Strategic Value Opportunities Fund, L.P. Strategic Value Partners and Special Situations III-A are both indirectly majority owned and controlled by Mr. Khosla. Pursuant to the Issuer's Third Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation"), the Issuer's Class B Common Stock, par value $0.01 per share, converts automatically into shares of the Issuer's Class A Common Stock, par value $0.01 per share, upon the earliest to occur of the following: (i) December 15, 2018, (ii) the occurrence and effectiveness of a Redemption, and (iii) the date a Qualified Listing occurs with respect to Class A Common Stock in connection with an Underwritten Takedown or an initial public offering pursuant to an effective Registration Statement under the Securities Act of 1933, as amended. Capitalized terms used in this footnote shall have the same meaning as those terms are defined in the Issuer's Certificate of Incorporation. Strategic Value Partners, LLC By: /s/ James Dougherty Name: James Dougherty Title: Chief Financial Officer 2018-12-18 SVP Special Situations III LLC By: /s/ James Dougherty Name: James Dougherty Title: Chief Financial Officer 2018-12-18 SVP Special Situations IV LLC By: /s/ James Dougherty Name: James Dougherty Title: Chief Financial Officer 2018-12-18 SVP Special Situations III-A LLC By: /s/ James Dougherty Name: James Dougherty Title: Chief Financial Officer 2018-12-18 /s/ Victor Khosla 2018-12-18