0001157523-18-002489.txt : 20181129 0001157523-18-002489.hdr.sgml : 20181129 20181128213038 ACCESSION NUMBER: 0001157523-18-002489 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20181129 DATE AS OF CHANGE: 20181128 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: InfraREIT, Inc. CENTRAL INDEX KEY: 0001506401 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 273797217 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88723 FILM NUMBER: 181206920 BUSINESS ADDRESS: STREET 1: 1900 NORTH AKARD STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-855-6700 MAIL ADDRESS: STREET 1: 1900 NORTH AKARD STREET CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: InfraREIT, L.L.C. DATE OF NAME CHANGE: 20140716 FORMER COMPANY: FORMER CONFORMED NAME: InfraREIT L.L.C. DATE OF NAME CHANGE: 20140714 FORMER COMPANY: FORMER CONFORMED NAME: ELECTRIC INFRASTRUCTURE ALLIANCE OF AMERICA, L.L.C. DATE OF NAME CHANGE: 20101123 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sand Grove Capital Management LLP CENTRAL INDEX KEY: 0001665077 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 4TH FLOOR, 35 DOVER STREET CITY: LONDON STATE: X0 ZIP: W1S 4NQ BUSINESS PHONE: 02037708617 MAIL ADDRESS: STREET 1: 4TH FLOOR, 35 DOVER STREET CITY: LONDON STATE: X0 ZIP: W1S 4NQ SC 13G 1 a51905996.htm SAND GROVE CAPITAL MANAGEMENT LLP SC 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
 
 
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
 
InfraREIT, Inc.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
 (Title of Class of Securities)
 
45685L100
(CUSIP Number)
 
21 November 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 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. 60671Q104
 
13G
 
Page 2 of 5 Pages
 
 
  
 
  

1.
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Sand Grove Capital Management LLP
 
 
 
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☐
 
 
3.
SEC USE ONLY
 
 
 
 
 
 
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United Kingdom
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
 
 
2,337,950 (1)
 
 
 
 
6.
SHARED VOTING POWER
 
 
 
 
 
 
 
7.
SOLE DISPOSITIVE POWER
 
 
2,337,950 (1)
 
 
 
 
8.
SHARED DISPOSITIVE POWER
 
 

 
 
 
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,337,950 (1)
 
 
 
 
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
5.3%
 
 
 
 
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

(1) Comprised of shares of Common Stock held by the Sand Grove Opportunities Master Fund Ltd and the Sand Grove Tactical Fund LP, of which Sand Grove Capital Management LLP is the investment manager.
 


         
CUSIP No. 60671Q104
 
13G
 
Page 3 of 5 Pages
 
 
  
 
  
 
Item 1.
 
 
(a)
Name of Issuer
InfraREIT, Inc.
 
    
 
(b)
Address of Issuer’s Principal Executive Offices
1807 Ross Avenue, 4th Floor
Dallas, Texas 75201
 
    
 
Item 2.
 
 
(a)
Name of Person Filing
Sand Grove Capital Management LLP
 
 
    
 
(b)
Address of the Principal Office or, if none, residence
 
The principal business office of Sand Grove Capital Management LLP is 35 Dover Street, London, W1S 4NQ, United Kingdom.
 
 
    
 
(c)
Citizenship
Sand Grove Capital Management LLP is a UK Limited Partnership.
 
 
    
 
(d)
Title of Class of Securities
Common Stock, par value $0.01 per share
 
 
    
 
(e)
CUSIP Number
45685L100
 
    
 
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 Act (15 U.S.C. 78o).
 
      
 
(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)
☐
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)
☐
A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:______________
 
 
Item 4.  Ownership.
 
The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
  
The percentages set forth in this Schedule 13G are calculated based upon an aggregate of 43,962,167 shares of Common Stock outstanding as of November 21, 2018.
 
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 q.
 
Instruction. Dissolution of a group requires a response to this item.
  
Item 6.  Ownership of More than Five Percent on Behalf of Another Person.
 
 Not Applicable
  
Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
 
 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.
 
         
 
(a)
 
The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):
 
        
 
 
 
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.
  
 
        
 
(b)
 
The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
 
        
 
 
 
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.
  
 
 
         
CUSIP No. 60671Q104
 
13G
 
Page 5 of 5 Pages
 
 
  
 
  
 
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.
 

   
 
11/28/2018
 
Date
   
 
/s/
 
Signature
   
 
Daniel Mclachlan, Business Analyst
 
Name/Title