0001085146-18-000432.txt : 20180208 0001085146-18-000432.hdr.sgml : 20180208 20180208160935 ACCESSION NUMBER: 0001085146-18-000432 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180208 DATE AS OF CHANGE: 20180208 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: 18585853 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: Corre Partners Management, LLC CENTRAL INDEX KEY: 0001537323 IRS NUMBER: 264570258 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 12 EAST 49TH STREET STREET 2: SUITE 4003 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 646 863 7150 MAIL ADDRESS: STREET 1: 12 EAST 49TH STREET STREET 2: SUITE 4003 CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 layna2.htm CORRE PARTNERS MANAGEMENT, LLC layna2.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Layne Christensen Company
(Name of Issuer)
Common stock, $.01 par value
(Title of Class of Securities)
521050104
(CUSIP Number)
December 31, 2017
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[X] 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 Instructions).
CUSIP No.: 521050104
       
1
NAME OF REPORTING PERSON
Corre Opportunities Qualified Master Fund, LP
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
98-1155113
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [   ]
(b) [X]
3 SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
712,324
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
712,324
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
712,324
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.4%
12
TYPE OF REPORTING PERSON
PN
CUSIP No.: 521050104
       
1
NAME OF REPORTING PERSON
Corre Opportunities II Master Fund, LP
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
98-1222837
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [   ]
(b) [X]
3 SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
307,533
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
307,533
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
307,533
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.5%
12
TYPE OF REPORTING PERSON
PN
CUSIP No.: 521050104
       
1
NAME OF REPORTING PERSON
Corre Opportunities Fund, LP
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
26-4746876
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [   ]
(b) [X]
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
95,725
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
95,725
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
95,725
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.5%
12
TYPE OF REPORTING PERSON
PN
CUSIP No.: 521050104
       
1
NAME OF REPORTING PERSON
Corre Partners Advisors, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
26-4570038
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [   ]
(b) [X]
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
1,115,582
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
1,115,582
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,115,582
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%
12
TYPE OF REPORTING PERSON
OO
CUSIP No.: 521050104
       
1
NAME OF REPORTING PERSON
Corre Partners Management, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
26-4570258
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [   ]
(b) [X]
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
1,115,582
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
1,115,582
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,115,582
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%
12
TYPE OF REPORTING PERSON
IA
CUSIP No.: 521050104
       
1
NAME OF REPORTING PERSON
John Barrett
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [   ]
(b) [X]
3 SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5
SOLE VOTING POWER
13,083
6
SHARED VOTING POWER
1,115,582
7
SOLE DISPOSITIVE POWER
13,083
8
SHARED DISPOSITIVE POWER
1,115,582
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,128,165
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4%
12
TYPE OF REPORTING PERSON
IN
CUSIP No.: 521050104
       
1
NAME OF REPORTING PERSON
Eric Soderlund
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [   ]
(b) [X]
3 SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
1,121,033
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
1,121,033
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,121,033
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%
12
TYPE OF REPORTING PERSON
IN
CUSIP No.: 521050104
ITEM 1(a). NAME OF ISSUER:
Layne Christensen Company
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1800 Hughes Landing Boulevard, Ste 800, The Woodlands, Texas 77380
ITEM 2(a). NAME OF PERSON FILING:
Corre Opportunities Qualified Master Fund, LP
Corre Opportunities II Master Fund, LP
Corre Opportunities Fund, LP
Corre Partners Advisors, LLC
Corre Partners Management, LLC
John Barrett
Eric Soderlund (collectively the "Reporting Persons")
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
12 East 49th Street, Suite 4003, New York, NY 10017
ITEM 2(c). CITIZENSHIP:
Corre Opportunities Qualified Master Fund, LP - Cayman Islands
Corre Opportunities II Master Fund, LP - Cayman Islands
Corre Opportunities Fund, LP - Delaware
Corre Partners Advisors, LLC - Delaware
Corre Partners Management, LLC - Delaware
John Barrett - USA
Eric Soderlund - USA
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common stock, $.01 par value
ITEM 2(e). CUSIP NUMBER:
521050104
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A:
(a)
[ ]		 Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c);
(b)
[ ]		 Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
[ ]		 Insurance company as defined in Section 3(a)(19) of the 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)
[ ]		 A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
(h)
[ ]		 A savings associations 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)
[ ]		 A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);
(k)
[ ]		 Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution:
ITEM 4. OWNERSHIP
(a) Amount beneficially owned:
Shares and percentages disclosed herein are amounts that each Reporting Person may be deemed to beneficially own if all convertible notes held by the Reporting Persons were converted to common stock. Percentages are based on the sum of 19,882,366 shares outstanding reported as of 11/28/2017 by the issuer on the 10/31/2017 10-Q filed on 12/5/2017 and 1,184,962 shares that the Reporting Persons may convert from all convertible notes held by the Reporting Persons.
(b) Percent of class:
(c) Number of shares as to which the person has:
(i) sole power to vote or to direct the vote:
Corre Opportunities Qualified Master Fund, LP, Corre Opportunities II Master Fund, LP and Corre Opportunities Fund, LP (the "Funds") each has the authority to dispose of and vote the shares of Common Stock directly owned by it, which power may be exercised by the General Partner of the Funds, Corre Partners Advisors, LLC (the "General Partner") and by Corre Partners Management, LLC, an affiliate of the General Partner, which is the investment adviser to the Funds (the "Investment Adviser"). John Barrett in his individual capacity has sole authority to dispose of and vote the shares directly owned by him.
(ii) shared power to vote or to direct the vote:
John Barrett and Eric Soderlund are each Managing Members of the General Partner and the Investment Adviser (the "Managing Members"), and as such each has shared authority to dispose of and vote the shares of Common Stock. Based on Rule 13d-3 of the Securities Exchange Act of 1934, as amended, the General Partner, the Investment Adviser, and the Managing Members may be deemed to beneficially own the shares of Common Stock directly held by the Funds, but disclaim ownership for any other purpose.
(iii) sole power to dispose or direct the disposition of:

(iv) shared power to dispose or to direct the disposition of:
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 the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
ITEM 10. CERTIFICATION:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
CUSIP No.: 521050104
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.
Corre Opportunities Qualified Master Fund, LP, Corre Opportunities II Master Fund, LP, Corre Opportunities Fund, LP, Corre Partners Advisors, LLC, Corre Partners Management, LLC
By:
/s/ John Barrett /s/ Eric Soderlund
Name:
John Barrett and Eric Soderlund
Title:
individually, as Managing Members of Corre Partners Management, LLC for itself and as Managing Members of Corre Partners Advisors, LLC for itself and on behalf of Corre Opportunities Qualified Master Fund, LP, Corre Opportunities II Master Fund, LP and Corre Opportunities Fund, LP in its capacity as General Partner
Attention — Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).