Sec Form 13D Filing - BLACK DIAMOND CAPITAL MANAGEMENT L.L.C. filing for KVH INDUSTRIES INC (KVHI) - 2022-08-26

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
 
KVH INDUSTRIES, INC.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
482738101
(CUSIP Number)
 
Adam Tarkan
c/o Black Diamond Capital Management L.L.C.
2187 Atlantic Street, 9th Floor
Stamford, CT 06902
(203) 552-0888
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
August 19, 2022
(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. ☒
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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 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).



SCHEDULE 13D


CUSIP No: 482738101
Page 2 of 8 Pages
1
NAMES OF REPORTING PERSONS
 
 
BLACK DIAMOND CAPITAL MANAGEMENT, L.L.C.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 

 
 
 
 
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
 
 
3,298,597
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
3,298,597
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,298,597
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
17.29%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO, IA
 
 
 
 
 

SCHEDULE 13D


CUSIP No: 482738101
Page 3 of 8 Pages
1
NAMES OF REPORTING PERSONS
 
 
STEPHEN H. DECKOFF
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
3,298,597
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
3,298,597
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,298,597
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
17.29%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN, HC
 
 
 
 


SCHEDULE 13D


CUSIP No: 482738101
Page 4 of 8 Pages
Item 1.
Security and Issuer
 
This Schedule 13D is being filed by the undersigned, pursuant to §240.13d-1(e), with respect to the Common Stock, par value $0.01 per share (the “Shares”), of KVH Industries, Inc. (the “Company”), whose principal executive offices are located at 50 Enterprise Center, Middletown, RI 02842. The Reporting Persons (as defined herein) previously reported their beneficial ownership of the Shares on a Schedule 13G filed pursuant to the provisions of Rule 13d-1(b) under the Act (most recently filed on April 11, 2022) and are filing this Schedule 13D pursuant to Rule 13d-1(e).
 
Item 2.
Identity and Background
 
(a-c, f) This statement is filed by Black Diamond Capital Management, L.L.C. (“Black Diamond”) and Stephen H. Deckoff (“Mr. Deckoff”). Black Diamond and Mr. Deckoff are each referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Black Diamond exercises investment discretion on behalf of investment advisory affiliates that serve as investment advisers to Black Diamond investment vehicles for whose account the Shares reported herein are held. Mr. Deckoff is the Managing Principal of Black Diamond. Black Diamond and Mr. Deckoff accordingly may be deemed to be the beneficial owner of all of the Shares reported herein. The agreement among the Reporting Persons to file this statement jointly in accordance with Rule 13d-1(k) of the Act is attached as Exhibit A to this Schedule 13D.
 
The principal business address of Black Diamond is 2187 Atlantic Street, 9th Floor, Stamford, CT 06902. The principal business address of Mr. Deckoff is 5330 Yacht Haven Grande, Suite 100, St. Thomas, U.S. Virgin Islands 00802.
 
Black Diamond is a Delaware limited liability company. Mr. Deckoff is a citizen of the United States of America.
 
(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
Item 3.
Source and Amount of Funds or Other Consideration
 
The funds used for the purchase of the Shares reported herein by the Reporting Persons were investment capital of the certain Black Diamond investment vehicles. A total of approximately $32,278,041.30, including commissions, was paid to acquire the Shares reported herein.
 
Item 4.
Purpose of Transaction
 
The Reporting Persons acquired the Shares for investment purposes, and such purchases have been made in the Reporting Persons' ordinary course of business. The Reporting Persons expect to review from time to time their investment in the Company and may, depending on the market conditions, legal and contractual considerations (including but not limited to the stockholder rights plan (the “Rights Plan”) adopted by the Company on August 18, 2022) and other factors: (i) purchase additional Shares, options or related derivatives in the open market, in privately negotiated transactions or otherwise and (ii) sell all or a portion of the Shares, options or related derivatives now beneficially owned or hereafter acquired by them.
 

SCHEDULE 13D


CUSIP No: 482738101
Page 5 of 8 Pages
In light of the adoption of the Rights Plan and the potential dilutive effect on Reporting Persons’ beneficial ownership, the Reporting Persons’ ability to purchase additional Shares is hampered.  Accordingly, and consistent with their investment intent, the Reporting Persons may engage now and in the future in communications with, without limitation, one or more officers of the Company, members of the Company’s board of directors (the “Board”), Company advisors, Company shareholders and/or other relevant parties, regarding the Company, including but not limited to the Company’s management, operations, governance and defensive measures (including the Rights Plan), contractual arrangements, Board composition, control, ownership profile and other matters related to the Company, including the Reporting Persons’ possible contribution or role in one of more of the above.
 
Except as set forth above, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
 
Item 5.
Interest in Securities of the Issuer
 
(a, b) The aggregate number of Shares and the percentage of total outstanding Shares beneficially owned by the Reporting Persons as of the date hereof is set forth below:
 
Reporting Person
Number of Shares
Beneficially Owned1
Percentage of
Outstanding Shares
Number of Outstanding
Shares2
Black Diamond
3,298,597
17.29%
19,075,059
Mr. Deckoff
3,298,597
17.29%
19,075,059
 
1 The beneficial ownership for which each figure is provided in this column is the shared, not sole, power to vote or to direct the vote, and the shared, not sole, power to dispose or to direct the disposition of the Shares.
 
2 This figure is based upon information in the Company’s quarterly report on Form 10-Q, filed August 9, 2022, indicating that, as of August 5, 2022, there were 19,075,059 Shares outstanding.
 
(c) A description of the transactions in the Shares since the filing of Amendment No. 3, all of which were effected with or through a broker, is included in Exhibit B.
 
(d) Certain Black Diamond investment vehicles have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Statement that may be deemed to be beneficially owned by the Reporting Persons. Such interest of one of such investment vehicles, Black Diamond Credit Strategies Master Fund, Ltd., relates to more than 5 percent of the class of Shares.
 
(e) This Item 5(e) is not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
The agreement among the Reporting Persons to file this statement jointly in accordance with Rule 13d-1(k) of the Act is attached as Exhibit A to this Schedule 13D.
 
Except as set forth herein, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Company.
 
Item 7.
Material to be Filed as Exhibits.
 

Exhibit A:
Joint Filing Agreement




Exhibit B:
Schedule of Transactions, in response to Item 5(c)


SCHEDULE 13D


CUSIP No: 482738101
Page 6 of 8 Pages
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.

August 26, 2022






BLACK DIAMOND CAPITAL
MANAGEMENT, L.L.C.

     

/s/ Stephen H. Deckoff

     

Stephen H. Deckoff


Managing Principal

     < /td>

STEPHEN H. DECKOFF

     

/s/ Stephen H. Deckoff


Attention: Intentional misstatements or omissions of fact constitute federal violations (see 18 U.S.C. 1001).


SCHEDULE 13D


CUSIP No: 482738101
Page 7 of 8 Pages
EXHIBIT A
 
JOINT FILING AGREEMENT
 
The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of KVH Industries, Inc. dated as of August 26, 2022 is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
 
August 26, 2022





BLACK DIAMOND CAPITAL
MANAGEMENT, L.L.C.

     

/s/ Stephen H. Deckoff

     

Stephen H. Deckoff


Managing Principal


   

STEPHEN H. DECKOFF

     

/s/ Stephen H. Deckoff



SCHEDULE 13D


CUSIP No: 482738101
Page 8 of 8 Pages
EXHIBIT B

SCHEDULE OF TRANSACTIONS

Name of Account
Date of
Transaction
Nature of
Transaction
 
Quantity of
Shares
   
Price Per Share
 
Black Diamond Credit Strategies Master Fund Ltd.
7/6/2022
Purchase
   
114,832
   
$
8.2059
 
BDCM Opportunity Fund V L.P.
7/6/2022
Purchase
   
114,831
   
$
8.2059
 
Black Diamond Credit Strategies Master Fund Ltd.
7/11/2022
Purchase
   
5,000
   
$
8.2132
 
BDCM Opportunity Fund V L.P.
7/11/2022
Purchase
   
5,000
   
$
8.2132
 
Black Diamond Credit Strategies Master Fund Ltd.
7/12/2022
Purchase
   
5,000
   
$
8.1803
 
Black Diamond Credit Strategies Master Fund Ltd.
7/12/2022
Purchase
   
147
   
$
8.1800
 
BDCM Opportunity Fund V L.P.
7/12/2022
Purchase
   
5,000
   
$
8.1803
 
BDCM Opportunity Fund V L.P.
7/12/2022
Purchase
   
148
   
$
8.1800
 
Black Diamond Credit Strategies Master Fund Ltd.
7/13/2022
Purchase
   
15,110
   
$
8.1918
 
BDCM Opportunity Fund V L.P.
7/13/2022
Purchase
   
15,110
   
$
8.1918
 
Black Diamond Credit Strategies Master Fund Ltd.
7/14/2022
Purchase
   
1,300
   
$
8.0744
 
BDCM Opportunity Fund V L.P.
7/14/2022
Purchase
   
1,300
   
$
8.0744
 
Black Diamond Credit Strategies Master Fund Ltd.
7/15/2022
Purchase
   
5,487
   
$
8.0802
 
BDCM Opportunity Fund V L.P.
7/15/2022
Purchase
   
5,488
   
$
8.0802
 
Black Diamond Credit Strategies Master Fund Ltd.
7/18/2022
Purchase
   
3,000
   
$
8.2502
 
BDCM Opportunity Fund V L.P.
7/18/2022
Purchase
   
3,000
   
$
8.2502
 
Black Diamond Credit Strategies Master Fund Ltd.
7/22/2022
Purchase
   
50
   
$
8.2500
 
BDCM Opportunity Fund V L.P.
7/22/2022
Purchase
   
50
   
$
8.2500
 
Black Diamond Credit Strategies Master Fund Ltd.
8/2/2022
Purchase
   
15,262
   
$
8.2000
 
BDCM Opportunity Fund V L.P.
8/2/2022
Purchase
   
15,263
   
$
8.2000
 
Black Diamond Credit Strategies Master Fund Ltd.
8/4/2022
Purchase
   
1,131
   
$
8.1323
 
BDCM Opportunity Fund V L.P.
8/4/2022
Purchase
   
1,131
   
$
8.1323
 
Black Diamond Credit Strategies Master Fund Ltd.
8/10/2022
Purchase
   
50,000
   
$
8.8639
 
BDCM Opportunity Fund V L.P.
8/10/2022
Purchase
   
50,000
   
$
8.8639
 
Black Diamond Credit Strategies Master Fund Ltd.
8/11/2022
Purchase
   
4,615
   
$
8.9995
 
BDCM Opportunity Fund V L.P.
8/11/2022
Purchase
   
4,615
   
$
8.9995
 
Black Diamond Credit Strategies Master Fund Ltd.
8/12/2022
Purchase
   
2,174
   
$
9.1364
 
BDCM Opportunity Fund V L.P.
8/12/2022
Purchase
   
2,174
   
$
9.1364
 
Black Diamond Credit Strategies Master Fund Ltd.
8/15/2022
Purchase
   
387
   
$
9.1912
 
BDCM Opportunity Fund V L.P.
8/15/2022
Purchase
   
387
   
$
9.1912
 
Black Diamond Credit Strategies Master Fund Ltd.
8/16/2022
Purchase
   
5,000
   
$
9.4994
 
Black Diamond Credit Strategies Master Fund Ltd.
8/16/2022
Purchase
   
2,814
   
$
9.4451
 
BDCM Opportunity Fund V L.P.
8/16/2022
Purchase
   
5,000
   
$
9.4994
 
BDCM Opportunity Fund V L.P.
8/16/2022
Purchase
   
2,813
   
$
9.4451