Sec Form 13G Filing - Solus Alternative Asset Management LP filing for King Merger Sub II LLC (CJ) - 2018-02-14

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SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 20549

 

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SCHEDULE 13G*

(Rule 13d-102)

Under the Securities Exchange Act of 1934

(Amendment No. )

C&J Energy Services, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

12674R100

(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 13G is filed:

☐

Rule 13d-1(b)

☐

Rule 13d-1(c)

☒

Rule 13d-1(d)

(Page 1 of 8 Pages)

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*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 purposes 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. 12674R100

13G

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CUSIP No. 12674R100

13G

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CUSIP No. 12674R100

13G

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Item 1(a).

Name of Issuer: C&J Energy Services, Inc. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

3990 Rogerdale Rd., Houston, Texas 77042

Item 2(a).

Name of Person Filing:

This statement is filed by:

(i) Solus Alternative Asset Management LP, a Delaware limited partnership registered with the Securities and Exchange Commission (the “SEC”), which serves as the investment manager (the “Investment Manager”) to certain investment funds and/or accounts (the “Funds”), with respect to the shares of Common Stock (as defined in Item 2(d) below) held by the Funds;

(ii) Solus GP LLC, a Delaware limited liability company (the “GP”), which serves as the general partner to the Investment Manager, with respect to the shares of Common Stock held by the Funds; and

(iii) Mr. Christopher Pucillo (“Mr. Pucillo”), a United States citizen, who serves as the managing member to the GP with respect to the shares of Common Stock held by the Funds.

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

Item 2(b).

Address of Principal Business Office or, if None, Residence:

410 Park Avenue, 11^th Floor, New York, NY 10022

Item 2(c).

Citizenship:

 

(i)

Investment Manager: Delaware;

(ii)

GP: Delaware; and

(iii)

Mr. Pucillo: United States of America.

Item 2(d).

Title of Class of Securities: common stock, par value $0.01 per share (the “Common Stock”).

Item 2(e).

CUSIP Number: 12674R100

 

CUSIP No. 12674R100

13G

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Item 3.

If this statement is filed pursuant to Rules 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,

 

(b) ☐

Bank as defined in Section 3(a)(6) of the Act,

(c) ☐

Insurance Company as defined in Section 3(a)(19) of the Act,

 

(d) ☐

Investment Company registered under Section 8 of the Investment Company Act of 1940,

 

(e) ☒

Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E),

 

(f)  ☐

Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F),

 

(g) ☒

Parent Holding Company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G),

 

(h) ☐

Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,

 

(i)  ☐

Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,

 

(j)  ☐

Non-U.S. institution in accordance with Rule 13d- 1(b)(1)(ii)(J);

 

(k) ☐

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), ple ase specify the type of institution: ____________________

Item 4.

Ownership.

The percentages used herein and in the rest of this Schedule 13G are calculated based upon the 68,520,361 shares of Common Stock reported to be outstanding by the Issuer as of December 21, 2017 in its Registration Statement on Form S-3 filed with the SEC on December 22, 2017.

(a)

Amount beneficially owned: 6,690,558

(b)

Percent of class: 9.76%

(c)

(i)

Sole power to vote or direct the vote: N/A

(ii)

Shared power to vote or direct the vote: 6,690,558

(iii)

Sole power to dispose or direct the disposition: N/A

(iv)

Shared power to dispose or direct the disposition: 6,690,558

 

CUSIP No. 12674R100

13G

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Each Reporting Person hereby expressly disclaims beneficial ownership in the securities reported in this Schedule 13G and membership in a “group” as that term is described in Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended.

Item 5.

Ownership of Five Percent or Less of a Class.

N/A

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

As of December 31, 2017, the Funds managed on a discretionary basis by the Reporting Persons had the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of the Common Stock.  One such account, SOLA LTD, had the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of more than 5% of the Common Stock.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

N/A

Item 8.

Identification and Classification of Members of the Group.

N/A

Item 9.

Notice of Dissolution of Group.

N/A

Item 10.

Certification.

N/A

 

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SIGNATURES

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.

 

 

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