0001104659-15-081998.txt : 20151130 0001104659-15-081998.hdr.sgml : 20151130 20151130172800 ACCESSION NUMBER: 0001104659-15-081998 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20151130 DATE AS OF CHANGE: 20151130 GROUP MEMBERS: P2 CAPITAL MASTER FUND I, L.P. GROUP MEMBERS: P2 CAPITAL MASTER FUND V, L.P. GROUP MEMBERS: P2 CAPITAL MASTER FUND VI, L.P. GROUP MEMBERS: P2 CAPITAL MASTER FUND VIII, LLC GROUP MEMBERS: P2 CAPITAL MASTER FUND X, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UTi WORLDWIDE INC CENTRAL INDEX KEY: 0001124827 STANDARD INDUSTRIAL CLASSIFICATION: ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO [4731] IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61229 FILM NUMBER: 151260763 BUSINESS ADDRESS: STREET 1: C/O UTI, SERVICES, INC. STREET 2: 100 OCEANGATE, SUITE 1500 CITY: LONG BEACH STATE: CA ZIP: 90802 BUSINESS PHONE: 562-552-9400 MAIL ADDRESS: STREET 1: C/O UTI, SERVICES, INC. STREET 2: 100 OCEANGATE, SUITE 1500 CITY: LONG BEACH STATE: CA ZIP: 90802 FORMER COMPANY: FORMER CONFORMED NAME: c/o UTi, Services, Inc. DATE OF NAME CHANGE: 20040917 FORMER COMPANY: FORMER CONFORMED NAME: UTI WORLDWIDE INC DATE OF NAME CHANGE: 20000926 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: P2 Capital Partners, LLC CENTRAL INDEX KEY: 0001406313 IRS NUMBER: 202436330 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 508-5500 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 a15-24289_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. 8)

 

UTi Worldwide Inc.

(Name of Issuer)

 

Common_Stock

(Title of Class of Securities)

 

G87210103

(CUSIP Number)

 

Jason Carri

P2 Capital Partners, LLC

590 Madison Avenue

25th Floor

New York, NY 10022

(212) 508-5500

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

 

November 25, 2015

(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(b) 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. G87210103           13D

 

 

1

Name of Reporting Person
P2 Capital Partners, LLC

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).

20-2436330

 

 

2

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

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
WC

 

 

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
23,170,407

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
23,170,407

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
23,170,407

 

 

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)
19.3%

 

 

14

Type of Reporting Person (See Instructions)
CO

 

2



 

CUSIP No. G87210103           13D

 

 

1

Name of Reporting Person.
P2 Capital Master Fund I, L.P.

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).

98-0515452

 

 

2

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

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
WC

 

 

5

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

 

 

6

Citizenship or Place of Organization
Cayman Islands, British West Indies

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
1,775,696

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
1,775,696

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,775,696

 

 

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)
1.7%

 

 

14

Type of Reporting Person (See Instructions)
PN

 

3



 

CUSIP No. G87210103           13D

 

 

1

Name of Reporting Person
P2 Capital Master Fund V, L.P.

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).

27-1641384

 

 

2

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

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
WC

 

 

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
1,579,500

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
1,579,500

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,579,500

 

 

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)
1.5%

 

 

14

Type of Reporting Person (See Instructions)
PN

 

4



 

CUSIP No. G87210103           13D

 

 

1

Name of Reporting Person.
P2 Capital Master Fund VI, L.P.

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).

27-2915390

 

 

2

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

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
WC

 

 

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
2,663,833

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
2,663,833

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,663,833

 

 

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)
2.5%

 

 

14

Type of Reporting Person (See Instructions)
PN

 

5



CUSIP No. G87210103           13D

 

 

1

Name of Reporting Person.
P2 Capital Master Fund VIII, LLC

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).

46-1113608

 

 

2

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

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
WC

 

 

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
3,152,511

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
3,152,511

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
3,152,511

 

 

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)
3.0%

 

 

14

Type of Reporting Person (See Instructions)
CO

 

6



 

CUSIP No. G87210103           13D

 

 

1

Name of Reporting Person.
P2 Capital Master Fund X, L.P.

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).

46-4862589

 

 

2

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

 

 

(a)

 o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
WC

 

 

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
13,998,867

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
13,998,867

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
13,998,867

 

 

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)
11.7%

 

 

14

Type of Reporting Person (See Instructions)
CO

 

7



 

CUSIP No. G87210103           13D

 

 

1

Name of Reporting Person.
Claus Moller

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).

 

 

2

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

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
WC

 

 

5

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

 

 

6

Citizenship or Place of Organization
Denmark

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
23,170,407

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
23,170,407

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
23,170,407

 

 

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)
19.3%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

8



 

This Amendment No. 8 (this “Amendment”) amends and supplements the Schedule 13D (the “Schedule 13D”) filed October 18, 2012 (as amended by Amendment No. 1 thereto, filed December 11, 2012, Amendment No. 2 thereto, filed April 5, 2013, Amendment No. 3 thereto, filed April 22, 2013, Amendment No. 4 thereto, filed March 4, 2014, Amendment No. 5 thereto, filed August 4, 2014, Amendment No. 6 thereto, filed September 9, 2014 and Amendment No. 7 thereto, filed October 14, 2015), by and on behalf of P2 Capital Master Fund I, L.P., a Cayman Islands exempted limited partnership (“Master Fund I”), P2 Capital Master Fund V, L.P., a Delaware limited partnership (“Master Fund V”), P2 Capital Master Fund VI, L.P., a Delaware limited partnership (“Master Fund VI”), P2 Capital Master Fund VIII, LLC, a Delaware limited liability company (“Master Fund VIII”) and P2 Capital Master Fund X, L.P., a Delaware limited partnership (“Master Fund X”, together with Master Fund I, Master Fund V, Master Fund VI and Master Fund VIII, the “Funds”), P2 Capital Partners, LLC, a Delaware limited liability company (the “Manager”) and Claus Moller, a citizen of Denmark (all the preceding persons are the “Reporting Persons”).  Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment.  Capitalized terms used herein but not otherwise defined in this Amendment shall have the meaning ascribed to them in the Schedule 13D.

 

Item 3.  Source and Amount of Funds or Other Consideration.

 

Item 3 is hereby amended and replaced by the following:

 

The source of funds for the purchase of the Shares and 7.00% Convertible Preference Shares reported on herein was cash on hand and the general working capital of the respective purchasers, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business.  Securities positions which may be held in the margin accounts, including the Shares and 7.00% Convertible Preference Shares, may be pledged as collateral security for the repayment of debit balances in the margin accounts.

 

As of November 30, 2015, Master Fund I had invested $22,387,579 (excluding brokerage commissions) in the Shares of the Issuer, Master Fund V had invested $24,212,442 (excluding brokerage commissions) in the Shares of the Issuer, Master Fund VI had invested $35,067,288 (excluding brokerage commissions) in the Shares of the Issuer, Master Fund VIII had invested $42,574,915 (excluding brokerage commissions) in the Shares of the Issuer and Master Fund X had invested $175,000,000 in certain 7.00% Convertible Preference Shares of the Issuer, which on September 5, 2014, became convertible at the option of Master Fund X into a number of Shares of the Issuer (or a combination of Shares and cash in certain circumstances) equal to the liquidation preference in effect at such time divided by the conversion price in effect at such time.  For additional information on the conversion price and other rights related to the conversion of the 7.00% Convertible Preference Shares, see Amendment No. 4 to the Schedule 13D filed March 4, 2014.

 

Item 5.  Interest in Securities of Issuer.

 

Item 5 is hereby amended and replaced by the following:

 

9



 

(a), (b):  The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Statement on Schedule 13D are incorporated herein by reference.  As of the close of business on November 27, 2015, Master Fund I beneficially owned an aggregate of 1,775,696 Shares, representing approximately 1.7% of the outstanding Shares, Master Fund V beneficially owned an aggregate of 1,579,500 Shares, representing approximately 1.5% of the outstanding Shares, Master Fund VI beneficially owned an aggregate of 2,663,833 Shares, representing approximately 2.5% of the outstanding Shares, Master Fund VIII beneficially owned an aggregate of 3,152,511 Shares, representing approximately 3.0% of the outstanding Shares and Master Fund X beneficially owned an aggregate of 13,998,867 Shares, representing approximately 11.7% of the outstanding Shares (taking into account all 7.00% Convertible Preference Shares as if they were converted in full on the date hereof).  As of the close of business on November 27, 2015, each of the Manager and Mr. Moller may be deemed to beneficially own 23,170,407 Shares of Common Stock, in the aggregate, which represented approximately 19.3% of the outstanding Shares (taking into account, as outstanding Shares, all 7.00% Convertible Preference Shares as if they were converted in full on the date hereof).  All percentages set forth in this paragraph with respect to Master Fund I, Master Fund V, Master Fund VI and Master Fund VIII are based on 106,060,988 Shares of Common Stock outstanding (as of September 3, 2015), which number of Shares of Common Stock is based upon the Issuer’s Report on Form 10-Q filed on September 9, 2015 for the fiscal quarter ended July 31, 2015.  The percentages set forth in this paragraph with respect to Master Fund X, the Manager and Mr. Moller are based on 120,059,855 Shares of Common Stock, which represents the 106,060,988 Shares of Common Stock outstanding (as of September 3, 2015) plus the 13,998,867 Shares of Common Stock, which is the maximum number of Shares of Common Stock into which the 7.00 Convertible Preference Shares owned by Master Fund X could be converted if such 7.00% Convertible Preference Shares were converted in full on the date of this filing.

 

The number of Shares of Common Stock reported as beneficially owned by Master Fund X in this Amendment represents the number of Shares into which the 7.00% Convertible Preference Shares owned by Master Fund X could be converted if such 7.00% Convertible Preference Shares were converted in full on the date of this filing.  Master Fund X became a beneficial owner of such Shares on July 7, 2014 since the 7.00% Convertible Preference Shares became convertible in the discretion of Master Fund X on September 5, 2014 (i.e., 60 days from July 7, 2014).  Master Fund X has not purchased or sold any Shares other than the 7.00% Convertible Preference Shares.

 

Each of the Funds is the direct owner of the Shares reported owned by it.  For purposes of disclosing the number of Shares beneficially owned by each of the Reporting Persons, the Manager, as investment manager of the Funds, and Mr. Moller, as managing member of the Manager, may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) all Shares that are owned beneficially or directly by the Funds.  Each of the Manager and Mr. Moller disclaims beneficial ownership of such Shares for all other purposes.  Each of the Funds disclaims beneficial ownership of the Shares held directly by any of the other Funds.

 

(c) Except as set forth above or in Schedule I hereto, no Reporting Person has effected any transaction in Shares since the date of the filing of the last amendment to this Schedule 13D.

 

10



 

(d) Not applicable.

 

(e) Not applicable.

 

11



 

SIGNATURE

 

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

 

Date: November 30, 2015

 

P2 CAPITAL MASTER FUND I, L.P.

 

P2 CAPITAL MASTER FUND V, L.P.

 

 

 

By:

P2 Capital Partners, LLC,

 

By:

P2 Capital Partners, LLC,

 

as Investment Manager

 

 

as Investment Manager

 

 

 

 

 

 

By:

s/Claus Moller

 

 

By:

s/Claus Moller

 

Name: Claus Moller

 

 

Name: Claus Moller

 

Title: Managing Member

 

 

Title: Managing Member

 

 

 

P2 CAPITAL MASTER FUND VI, L.P.    

 

P2 CAPITAL MASTER FUND VIII, LLC

 

 

 

By:

P2 Capital Partners, LLC,

 

By:

P2 Capital Partners, LLC,

 

as Investment Manager

 

 

as Investment Manager

 

 

 

 

 

 

By:

s/Claus Moller

 

 

By:

s/Claus Moller

 

Name: Claus Moller

 

 

Name: Claus Moller

 

Title: Managing Member

 

 

Title: Managing Member

 

 

 

P2 CAPITAL MASTER FUND X, L.P.    

 

P2 CAPITAL PARTNERS, LLC  

 

 

 

By:

P2 Capital Partners, LLC,

 

 

By:

s/Claus Moller

 

as Investment Manager

 

 

Name: Claus Moller

 

 

 

Title: Managing Member

 

By:

s/Claus Moller

 

 

 

 

Name: Claus Moller

 

 

 

Title: Managing Member

 

 

 

 

 

CLAUS MOLLER

 

 

 

 

 

 

s/ Claus Moller

 

 

 

12



 

Schedule I

 

TRANSACTIONS IN THE PAST SIXTY DAYS BY THE REPORTING PERSONS

 

The following table sets forth all transactions with respect to Shares of the Issuer’s Common Stock effected since the date of the last amendment to this Schedule 13D by any of the Reporting Persons The transactions occurred on the open market and the reported price per share excludes brokerage commissions.

 

Shares Purchased/(Sold) by Manager on behalf of Master Fund I

 

Number of Shares Purchased/(Sold)

 

Price Per Share

 

Date

 

None

 

None

 

None

 

 

Shares Purchased/(Sold) by Manager on behalf of Master Fund V

 

Number of Shares Purchased/(Sold)

 

Price Per Share

 

Date

 

None

 

None

 

None

 

 

Shares Purchased/(Sold) by Manager on behalf of Master Fund VI

 

Number of Shares Purchased/(Sold)

 

Price Per Share

 

Date

 

None

 

None

 

None

 

 

Shares Purchased/(Sold) by Manager on behalf of Master Fund VIII

 

Number of Shares Purchased/(Sold)

 

Price Per Share

 

Date

 

(2,101,674

)

$

6.98

 

11/25/2015

 

 

Shares Purchased/(Sold) by Manager on behalf of Master Fund X

 

Number of Shares Purchased/(Sold)

 

Price Per Share

 

Date

 

None

 

None

 

None

 

 

13