0001123292-19-000250.txt : 20190214 0001123292-19-000250.hdr.sgml : 20190214 20190214123654 ACCESSION NUMBER: 0001123292-19-000250 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190214 DATE AS OF CHANGE: 20190214 GROUP MEMBERS: EDWARD A. MULE GROUP MEMBERS: ROBERT J. O'SHEA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Vanguard Natural Resources, Inc. CENTRAL INDEX KEY: 0001384072 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83733 FILM NUMBER: 19603554 BUSINESS ADDRESS: STREET 1: 5847 SAN FELIPE STREET 2: SUITE 3000 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 832-327-2259 MAIL ADDRESS: STREET 1: 5847 SAN FELIPE STREET 2: SUITE 3000 CITY: HOUSTON STATE: TX ZIP: 77057 FORMER COMPANY: FORMER CONFORMED NAME: Vanguard Natural Resources, LLC DATE OF NAME CHANGE: 20070425 FORMER COMPANY: FORMER CONFORMED NAME: Vanguard Natural Resrouces LLC DATE OF NAME CHANGE: 20061219 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Silver Point Capital L.P. CENTRAL INDEX KEY: 0001332784 IRS NUMBER: 223844936 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: TWO GREENWICH PLAZA, FIRST FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: (203) 542-4000 MAIL ADDRESS: STREET 1: TWO GREENWICH PLAZA, FIRST FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 SC 13G 1 silverpointvanguard13g.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. )*
 
Vanguard Natural Resources, Inc.
(Name of Issuer)
 
Common stock, $0.001 par value
(Title of Class of Securities)
 
91828V308
(CUSIP Number)
 
December 31, 2018
(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)
 
 
☐
Rule 13d-1(c)
 
 
☐
Rule 13d-1(d)
 
*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.
91828V308

 
 
 
1
NAMES OF REPORTING PERSONS
 
 
 
 
 
Silver Point Capital, L.P.
 
 
 
 
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  
 
 
(a)
☐
(b)
☒
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
 
 
1,415,116
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
-0-
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
1,415,116
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,415,116
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
7.0%1
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IA, PN
 
 
 
 
    
 1
Based on 20,124,080 shares of Common Stock outstanding as of November 6, 2018, as disclosed in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2018.
 
 
 
CUSIP NO.
91828V308

 
 
 
1
NAMES OF REPORTING PERSONS
 
 
 
 
 
Edward A. Mulé
 
 
 
 
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  
 
 
(a)
☐
(b)
☒
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
 
 
1,415,116
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
-0-
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
1,415,116
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,415,116
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
7.0%1
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 


 
 
CUSIP NO.
91828V308

 
 
 
1
NAMES OF REPORTING PERSONS
 
 
 
 
 
Robert J. O'Shea
 
 
 
 
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  
 
 
(a)
☐
(b)
☒
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
 
 
1,415,116
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
-0-
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
1,415,116
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,415,116
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
7.0%1
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
   
 

Item 1 (a)
Name of Issuer:
 
 
 
The name of the issuer is Vanguard Natural Resources, Inc. (the "Company").
 
 
(b)
Address of Issuer's Principal Executive Offices:
 
 
 
The Company's principal executive office is located at 5847 San Felipe, Suite 3000, Houston, Texas 77057.
 
 
Item 2(a)
Name of Person Filing:
 
 
 
This Schedule 13G is being jointly filed by Silver Point Capital, L.P., a Delaware limited partnership ("Silver Point"), Mr. Edward A. Mulé and Mr. Robert J. O'Shea with respect to the ownership of the common stock of the Company by Silver Point Capital Fund, L.P. (the "Onshore Fund") and Silver Point Capital Offshore Master Fund, L.P. (the "Offshore Fund").2  Silver Point, Mr. Mulé and Mr. O'Shea are collectively referred to herein as the "Reporting Persons."
 
The Reporting Persons have entered into a Joint Filing Agreement, dated February 14, 2019, a copy of which is filed with this Schedule 13G as Exhibit A, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
 
 
(b)
Address of Principal Business Office or, if none, Residence:
 
 
 
The address of the principal business office of each of the Reporting Persons is Two Greenwich Plaza, Greenwich, CT 06830.
 
 
(c) Citizenship:
   
 
Silver Point Capital, L.P. is organized as a limited partnership under the laws of the State of Delaware.  Both Mr. Mulé and Mr. O'Shea are U.S. citizens.
   
(d)
Title of Class of Securities:
 
 
 
Common stock, $0.001 par value
 
 
 (e)
CUSIP No.:
 
 
 
91828V308
 
 
Item 3
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
 
 
(a)
[_] Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c).

(b)
[_] Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).

(c)
[_] Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).

(d)
[_]Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)
[X] An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)
[_] An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)
[X] 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 (12 U.S.C.1813);

(i)
[_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)
[_] Group, in accordance with s.240.13d-1(b)(1)(ii)(J).
 
 

2
Silver Point is the investment manager of the Onshore Fund and the Offshore Fund and by virtue of such status may be deemed to be the beneficial owner of the securities held by the Onshore Fund and the Offshore Fund.  Silver Point Capital Management, LLC ("Management") is the general partner of Silver Point and as a result may be deemed to be the beneficial owner of the securities held by the Onshore Fund and the Offshore Fund.  Each of Mr. Edward A. Mulé and Mr. Robert J. O'Shea is a member of Management and has voting and investment power with respect to the securities held by the Onshore Fund and the Offshore Fund and may be deemed to be a beneficial owner of the securities held by the Onshore Fund and the Offshore Fund.
 
 

Item 4
Ownership:
 
 
 
A.
  Silver Point Capital, L.P.
 
 
(a)
  Amount beneficially owned:  1,415,116
 
 
(b)
  Percent of class:  7.0%
 
 
(c)
  Number of shares as to which such person has: 
 
 
(i)
  Sole power to vote or direct the vote:  -0-
 
 
 
(ii)
  Shared power to vote or direct the vote: 1,415,116
 
 
 
(iii)
  Sole power to dispose or direct the disposition:  -0-
 
 
 
(iv)
  Shared power to dispose or direct the disposition: 1,415,116
 
B.
  Edward A. Mulé
 
 
(a)
  Amount beneficially owned:  1,415,116
 
 
(b)
  Percent of class:  7.0%
 
 
(c)
  Number of shares as to which such person has: 
 
 
(i)
  Sole power to vote or direct the vote:  -0-
 
 
 
(ii)
  Shared power to vote or direct the vote:  1,415,116
 
 
 
(iii)
  Sole power to dispose or direct the disposition:  -0-
 
 
 
(iv)
  Shared power to dispose or direct the disposition:  1,415,116
 
C.
  Robert J. O'Shea
 
 
(a)
  Amount beneficially owned:  1,415,116
 
 
(b)
  Percent of class: 7.0%
 
 
(c)
  Number of shares as to which such person has:
 
 
(i)
  Sole power to vote or direct the vote:  -0-
 
 
 
(ii)
  Shared power to vote or direct the vote:  1,415,116
 
 
 
(iii)
  Sole power to dispose or direct the disposition:  -0-
 
 
 
(iv)
  Shared power to dispose or direct the disposition:  1,415,116


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 each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].

Following December 31, 2018, and as of the date of this Schedule 13G, the Reporting Persons had disposed of an amount of shares of the Company’s common stock that left them with beneficial ownership of less than five percent of the Company’s outstanding common stock.
 
 
Item 6
Ownership of More Than Five Percent on Behalf of Another Person:
 
 
 
See response to Item 4.
 
 
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:
 
 
 
By signing below I certify that, to the best of my 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, other than activities solely in connection with a nomination under § 240.14a-11.
 
 
 
 
 
 
 

SIGNATURE


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13G is true, complete and correct.

Date: February 14, 2019
 
 
 
Silver Point Capital, L.P.
 
 
 
 
 
 
 
 
By:
/s/ Steven Weiser
 
 
 
Name:
Steven Weiser
 
 
 
Its:
Authorized Signatory
 
 
 
 
 
 
 
 
 
 
 
 
 
Edward A. Mulé
 
 
 
 
 
 
 
 
By:
/s/ Steven Weiser
 
 
 
Name:
Steven Weiser
 
 
 
Title:
Attorney-in-fact
 
 
 
 
 
 
 
 
Robert J. O'Shea
 
 
 
 
 
 
 
 
By:
/s/ Steven Weiser
 
 
 
Name:
Steven Weiser
 
 
 
Title:
Attorney-in-fact
 
 





EXHIBIT INDEX


Exhibit
 
Description of Exhibit
 
 
 
Exhibit A
 
Joint Filing Agreement dated February 14, 2019.
 
 
 
Exhibit B
 
Power of Attorney of Edward A. Mulé (incorporated here by reference to Exhibit B to Schedule 13G filed by Silver Point Capital, L.P., Edward A. Mulé and Robert O'Shea with the Securities and Exchange Commission on February 16, 2016 relating to TopBuild Corp.).
 
 
 
Exhibit C
 
Power of Attorney of Robert O'Shea (incorporated here by reference to Exhibit C to Schedule 13G filed by Silver Point Capital, L.P., Edward A. Mulé and Robert O'Shea with the Securities and Exchange Commission on February 16, 2016 relating to TopBuild Corp.).
 
 
 

 




Exhibit A


AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree as follows:

(i)           Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and

(ii)          Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Date:  February 14, 2019
 

 
 
Silver Point Capital, L.P.
 
 
 
 
 
 
 
 
By:
/s/ Steven Weiser
 
 
 
Name:
Steven Weiser
 
 
 
Its:
Authorized Signatory
 
 
 
 
 
 
 
 
Edward A. Mulé
 
 
 
 
 
 
 
 
By:
/s/ Steven Weiser
 
 
 
Name:
Steven Weiser
 
 
 
Title:
Attorney-in-fact
 
 
 
 
 
 
 
 
Robert J. O'Shea
 
 
 
 
 
 
 
 
By:
/s/ Steven Weiser
 
 
 
Name:
Steven Weiser
 
 
 
Title:
Attorney-in-fact