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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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____________________
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SCHEDULE 13D/A
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Under the Securities Exchange Act of 1934
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(Amendment No. 2)*
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CUBIC ENERGY, INC.
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(Name of Issuer)
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Common Stock, $0.05 par value per share
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(Title of Class of Securities)
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229675103
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(CUSIP Number)
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Anchorage Capital Group, L.L.C.
610 Broadway, 6th Floor
New York, NY 10012
Tel: (212) 432-4650
Attn: David Young
O-CAP Management, L.P.
600 Madison Avenue, 14th Floor
New York, NY 10022
Tel: (212) 554-4622
Attn: Jared S. Sturdivant
Corbin Capital Partners, L.P.
590 Madison Avenue, 31st Floor
New York, NY 10022
Tel: (212) 634-7373
Attn: Anthony Anselmo
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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December 10, 2015
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(Date of Event which Requires Filing of this Statement)
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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 Rule 13d-1(e), 13d-1(f) or 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 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 (the “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
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CUSIP No. 229675103
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Page 1 of 19
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1
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NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
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Anchorage Advisors Management, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a) x
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(b) £
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
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AF(1)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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£
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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74,811,987
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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74,811,987
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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74,811,987
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) x(2)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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49.12%(3)
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14
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TYPE OF REPORTING PERSON (See Instructions)
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OO, HC
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(1) See Items 3 and 4 of this Statement.
(2) See Item 5 of this Statement. Excludes shares of Common Stock (as defined below) issuable upon the exercise of the Warrants (as defined below) held by the O-CAP funds (as defined below) and by Corbin (as defined below).
(3) Calculated pursuant to Rule 13d-3 under the Exchange Act on the basis of 77,505,908 shares of Common Stock outstanding on May 11, 2015, as disclosed in Cubic’s 10-Q for the quarter ended March 31, 2015.
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CUSIP No. 229675103
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Page 2 of 19
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1
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NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
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Anchorage Capital Group, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a) x
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(b) £
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
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AF(1)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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£
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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74,811,987
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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74,811,987
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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74,811,987
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) x(2)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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49.12%(3)
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14
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TYPE OF REPORTING PERSON (See Instructions)
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OO, IA
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(1) See Items 3 and 4 of this Statement.
(2) See Item 5 of this Statement. Excludes shares of Common Stock issuable upon the exercise of the Warrants held by the O-CAP funds and by Corbin.
(3) Calculated pursuant to Rule 13d-3 under the Exchange Act on the basis of 77,505,908 shares of Common Stock outstanding on May 11, 2015, as disclosed in Cubic’s 10-Q for the quarter ended March 31, 2015.
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CUSIP No. 229675103
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Page 3 of 19
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1
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NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
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Kevin M. Ulrich
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a) x
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(b) £
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
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AF(1)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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£
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Canada
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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74,811,987
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9
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SOLE DISPOSITIVE POWER
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0
|
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10
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SHARED DISPOSITIVE POWER
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|
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74,811,987
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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74,811,987
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) x(2)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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49.12%(3)
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14
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TYPE OF REPORTING PERSON (See Instructions)
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IN, HC
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(1) See Items 3 and 4 of this Statement.
(2) See Item 5 of this Statement. Excludes shares of Common Stock issuable upon the exercise of the Warrants held by the O-CAP funds and by Corbin.
(3) Calculated pursuant to Rule 13d-3 under the Exchange Act on the basis of 77,505,908 shares of Common Stock outstanding on May 11, 2015, as disclosed in Cubic’s 10-Q for the quarter ended March 31, 2015.
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CUSIP No. 229675103
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Page 4 of 19
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1
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NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
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O-CAP Management, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a) x
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(b) £
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3
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SEC USE ONLY
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|
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4
|
SOURCE OF FUNDS (See Instructions)
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AF,OO(1)
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5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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|
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£
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
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Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
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|
|
|
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0
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|
8
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SHARED VOTING POWER
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|
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23,939,836
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9
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SOLE DISPOSITIVE POWER
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|
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0
|
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10
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SHARED DISPOSITIVE POWER
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23,939,836
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11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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23,939,836
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12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) x(2)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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23.60%(3)
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14
|
TYPE OF REPORTING PERSON (See Instructions)
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|
IA
|
(1) See Items 3 and 4 of this Statement.
(2) See Item 5 of this Statement. Excludes shares of Common Stock issuable upon the exercise of the Warrants held by the Anchorage funds.
(3) Calculated pursuant to Rule 13d-3 under the Exchange Act on the basis of 77,505,908 shares of Common Stock outstanding on May 11, 2015, as disclosed in Cubic’s 10-Q for the quarter ended March 31, 2015.
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CUSIP No. 229675103
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Page 5 of 19
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1
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NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
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O-CAP Partners, L.P.
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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|
|
|
|
|
(a) x
|
|
|
(b) £
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (See Instructions)
|
|
|
|
|
|
OO(1)
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
|
|
|
|
|
|
4,286,727
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
4,286,727
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
4,286,727
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) x(2)
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
5.24%(3)
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
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|
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|
PN
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(1) See Items 3 and 4 of this Statement.
(2) See Item 5 of this Statement. Excludes shares of Common Stock issuable upon the exercise of the Warrants held by the Anchorage funds, by O-CAPMF (as defined below) and by Corbin.
(3) Calculated pursuant to Rule 13d-3 under the Exchange Act on the basis of 77,505,908 shares of Common Stock outstanding on May 11, 2015, as disclosed in Cubic’s 10-Q for the quarter ended March 31, 2015.
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CUSIP No. 229675103
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Page 6 of 19
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1
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NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
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O-CAP Offshore Master Fund, L.P.
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
|
|
|
|
|
(a) x
|
|
|
(b) £
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (See Instructions)
|
|
|
|
|
|
OO(1)
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
|
|
|
|
£
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
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|
|
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
0
|
|
8
|
SHARED VOTING POWER
|
|
|
|
|
|
3,194,472
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
3,194,472
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
3,194,472
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) x(2)
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
3.96%(3)
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
|
|
|
|
PN
|
(1) See Items 3 and 4 of this Statement.
(2) See Item 5 of this Statement. Excludes shares of Common Stock issuable upon the exercise of the Warrants held by the Anchorage funds, by O-CAPLP (as defined below) and by Corbin.
(3) Calculated pursuant to Rule 13d-3 under the Exchange Act on the basis of 77,505,908 shares of Common Stock outstanding on May 11, 2015, as disclosed in Cubic’s 10-Q for the quarter ended March 31, 2015.
|
CUSIP No. 229675103
|
|
Page 7 of 19
|
|
1
|
NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
|
|
|
|
|
|
O-CAP Offshore Fund, Ltd.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
|
|
|
|
|
(a) x
|
|
|
(b) £
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (See Instructions)
|
|
|
|
|
|
OO(1)
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
|
|
|
|
£
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
0
|
|
8
|
SHARED VOTING POWER
|
|
|
|
|
|
3,194,472
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
3,194,472
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
3,194,472
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) x(2)
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
3.96%(3)
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
|
|
|
|
CO
|
(1) See Items 3 and 4 of this Statement.
(2) See Item 5 of this Statement. Excludes shares of Common Stock issuable upon the exercise of the Warrants held by the Anchorage funds, by O-CAPLP and by Corbin.
(3) Calculated pursuant to Rule 13d-3 under the Exchange Act on the basis of 77,505,908 shares of Common Stock outstanding on May 11, 2015, as disclosed in Cubic’s 10-Q for the quarter ended March 31, 2015.
|
CUSIP No. 229675103
|
|
Page 8 of 19
|
|
1
|
NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
|
|
|
|
|
|
O-CAP Advisors, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
|
|
|
|
|
(a) x
|
|
|
(b) £
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (See Instructions)
|
|
|
|
|
|
AF,OO(1)
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
|
|
|
|
|
|
7,481,199
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
7,481,199
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
7,481,199
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) x(2)
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
8.80%(3)
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
|
|
|
|
OO
|
(1) See Items 3 and 4 of this Statement.
(2) See Item 5 of this Statement. Excludes shares of Common Stock issuable upon the exercise of the Warrants held by the Anchorage funds and by Corbin.
(3) Calculated pursuant to Rule 13d-3 under the Exchange Act on the basis of 77,505,908 shares of Common Stock outstanding on May 11, 2015, as disclosed in Cubic’s 10-Q for the quarter ended March 31, 2015.
|
CUSIP No. 229675103
|
|
Page 9 of 19
|
|
1
|
NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
|
|
|
|
|
|
O-CAP GP, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
|
|
|
|
|
(a) x
|
|
|
(b) £
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (See Instructions)
|
|
|
|
|
|
AF,OO(1)
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
|
|
|
|
|
|
23,939,836
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
23,939,836
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
23,939,836
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) x(2)
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
23.60%(3)
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
|
|
|
|
OO
|
(1) See Items 3 and 4 of this Statement.
(2) See Item 5 of this Statement. Excludes shares of Common Stock issuable upon the exercise of the Warrants held by the Anchorage funds.
(3) Calculated pursuant to Rule 13d-3 under the Exchange Act on the basis of 77,505,908 shares of Common Stock outstanding on May 11, 2015, as disclosed in Cubic’s 10-Q for the quarter ended March 31, 2015.
|
CUSIP No. 229675103
|
|
Page 10 of 19
|
|
1
|
NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
|
|
|
|
|
|
Michael E. Olshan
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
|
|
|
|
|
(a) x
|
|
|
(b) £
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (See Instructions)
|
|
|
|
|
|
AF, OO(1)
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
|
|
|
|
|
|
23,939,836
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
23,939,836
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
23,939,836
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) x(2)
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
23.60%(3)
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
|
|
|
|
IN
|
(1) See Items 3 and 4 of this Statement.
(2) See Item 5 of this Statement. Excludes shares of Common Stock issuable upon the exercise of the Warrants held by the Anchorage funds.
(3) Calculated pursuant to Rule 13d-3 under the Exchange Act on the basis of 77,505,908 shares of Common Stock outstanding on May 11, 2015, as disclosed in Cubic’s 10-Q for the quarter ended March 31, 2015.
|
CUSIP No. 229675103
|
|
Page 11 of 19
|
|
1
|
NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
|
|
|
|
|
|
Jared S. Sturdivant
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
|
|
|
|
|
(a) x
|
|
|
(b) £
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (See Instructions)
|
|
|
|
|
|
AF, OO(1)
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
|
|
|
|
|
|
23,939,836
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
23,939,836
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
23,939,836
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) x(2)
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
23.60%(3)
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
|
|
|
|
IN
|
(1) See Items 3 and 4 of this Statement.
(2) See Item 5 of this Statement. Excludes shares of Common Stock issuable upon the exercise of the Warrants held by the Anchorage funds.
(3) Calculated pursuant to Rule 13d-3 under the Exchange Act on the basis of 77,505,908 shares of Common Stock outstanding on May 11, 2015, as disclosed in Cubic’s 10-Q for the quarter ended March 31, 2015.
|
CUSIP No. 229675103
|
|
Page 12 of 19
|
|
1
|
NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
|
|
|
|
|
|
Corbin Capital Partners, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
|
|
|
|
|
(a) x
|
|
|
(b) £
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (See Instructions)
|
|
|
|
|
|
OO(1)
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
|
|
|
|
|
|
16,458,637
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
16,458,637
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
16,458,637
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) x(2)
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
17.52%(3)
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
|
|
|
|
IA
|
(1) See Items 3 and 4 of this Statement.
(2) See Item 5 of this Statement. Excludes shares of Common Stock issuable upon the exercise of the Warrants held by the Anchorage funds and by the O-CAP funds.
(3) Calculated pursuant to Rule 13d-3 under the Exchange Act on the basis of 77,505,908 shares of Common Stock outstanding on May 11, 2015, as disclosed in Cubic’s 10-Q for the quarter ended March 31, 2015.
Page 13 of 19
This Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13D (as amended by Amendment No. 1 to the Schedule 13D, dated April 2, 2015, and as further amended hereby, the “Statement”) filed by the Reporting Persons (as defined in the Statement) with the Securities and Exchange Commission on October 15, 2013, relating to shares of the common stock, par value $0.05 per share (the “Common Stock”), of Cubic Energy, Inc., a Texas corporation (“Cubic”). Cubic’s principal executive office is located at 9870 Plano Road, Dallas, Texas 75238.
This Amendment is being filed in connection with the entry of certain affiliates of the Reporting Persons into (i) the PSA (as defined below) and (ii) the Letter Agreement to terminate the Voting Agreement.
Capitalized terms used but not defined in this Amendment shall have the same meanings ascribed to them in the Statement.
Item 2. Identity and Background.
In connection with his retirement from the positions of President of Anchorage Capital Group, L.L.C. and managing member of Anchorage Advisors Management, L.L.C., Mr. Anthony L. Davis (the “Withdrawing Person”) is no longer an Anchorage Reporting Person. Item 2 and Schedule A of the Statement are each hereby amended by removing the Withdrawing Person from the list of persons included in the defined term “Anchorage Reporting Persons” and deleting from each of Item 2 and Schedule A the description of the Withdrawing Person.
Item 4. Purpose of Transaction.
Item 4 of the Statement is hereby amended and supplemented as follows:
On December 11, 2015, Cubic Energy, Inc. (“Cubic”) and its direct and indirect subsidiaries (collectively, the “Cubic Parties”) filed voluntary petitions in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) seeking relief under the provisions of chapter 11 of the United States Bankruptcy Code, Case No. 15-12500 (the “Chapter 11 Cases”).
On December 10, 2015, in connection with the Chapter 11 Cases, certain affiliates of the Reporting Persons, who are holders of the Notes, Warrants and/or Series C Voting Preferred Stock, entered into a Plan Support Agreement (the “PSA”) with the Cubic Parties and certain other parties. The PSA, which is subject to Bankruptcy Court approval and other conditions (including the occurrence of the substantial consummation of the Prepackaged Plan on or before February 24, 2016) provides for the implementation of a restructuring involving the Cubic Parties on the terms set forth in the joint prepackaged plan of reorganization of the Cubic Parties (the “Prepackaged Plan”) attached thereto.
Subject to the satisfaction of certain terms and conditions set forth in the PSA, the affiliates of the Reporting Persons party to the PSA have agreed to support the Prepackaged Plan, pursuant to which, among other things:
Page 14 of 19
|
|
·
|
all existing equity interests of the Cubic Parties will be cancelled;
|
|
|
·
|
in exchange for the release and discharge of their prepetition claims, affiliates of the Reporting Persons will receive in the aggregate 100% of the equity interests in reorganized Cubic and new senior secured notes issued by reorganized Cubic; and
|
|
|
·
|
Wells Fargo Energy Capital, Inc. will receive, in exchange for the release and discharge of its prepetition claims, 100% of the equity interest in the reorganized Cubic Louisiana Companies (as defined in the PSA).
|
The foregoing summary is qualified in its entirety by reference to the PSA, which is attached as Exhibit 12 hereto and is incorporated herein by reference.
In addition, pursuant to the PSA, upon the commencement of the Chapter 11 Cases, the Investment Agreement was terminated. On December 10, 2015, the parties to the Voting Agreement entered into a letter agreement attached as Exhibit 13 hereto and incorporated herein by reference (the “Letter Agreement”). Pursuant to the Letter Agreement, the Voting Agreement was terminated upon the commencement of the Chapter 11 Cases. Item 4 of the Statement is hereby amended to delete the sections entitled “The Voting Agreement” and “The Investment Agreement”.
Item 5. Interest in Securities of the Issuer.
Item 5(a) of the Statement is hereby amended by deleting the fourth and fifth paragraphs of Item 5(a) in their entirety.
Item 5(b) of the Statement is hereby amended by deleting the fourth paragraph of Item 5(b) in its entirety.
Item 5(c) of the Statement is hereby amended and supplemented as follows:
(c) Each Reporting Person affirms that neither it nor, to the best of its knowledge, any other person identified on the respective Schedule attached to the Statement with respect to such Reporting Person, has engaged in any transaction during the past 60 days involving the securities of Cubic.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Item 6 of the Statement is hereby amended to delete the section entitled “The Voting Agreement”.
The response set forth in Item 4 of this Amendment is incorporated by reference into this Item 6 in its entirety.
Page 15 of 19
|
Item 7.
|
Material to Be Filed as Exhibits.
|
Item 7 of the Statement is hereby supplemented as follows:
Exhibit 12 – Plan Support Agreement, dated December 10, 2015, among Cubic, Cubic Asset, LLC, Cubic Asset Holding, LLC, Cubic Louisiana, LLC, Cubic Louisiana Holding, LLC, the Prepetition Noteholders (as defined therein), BP Products North America, Inc., BP Energy Company, Wells Fargo Energy Capital, Inc. and Fossil Operating, Inc. (incorporated by reference to Exhibit 10.1 to Cubic’s Current Report on Form 8-K (File No. 001-34144) filed with the SEC on December 14, 2015).
Exhibit 13 – Letter Agreement, dated December 10, 2015, among Wallen and the Warrant Holders (as defined therein).
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.
| |
ANCHORAGE ADVISORS MANAGEMENT, L.L.C.
|
| |
|
|
|
| |
By:
|
/s/ Kevin M. Ulrich |
| |
|
Name:
|
Kevin M. Ulrich |
| |
|
Title:
|
Senior Managing Member |
| |
|
|
|
| |
|
|
|
| |
ANCHORAGE CAPITAL GROUP, L.L.C.
|
| |
|
|
|
| |
By:
|
/s/ Kevin M. Ulrich |
| |
|
Name:
|
Kevin M. Ulrich |
| |
|
Title:
|
Chief Executive Officer |
| |
|
|
|
| |
|
|
|
| |
KEVIN M. ULRICH
|
| |
|
|
|
| |
By:
|
/s/ Kevin M. Ulrich |
| |
|
|
| |
O-CAP PARTNERS, L.P.
|
| |
|
|
|
| |
|
By:
|
O-CAP Advisors, LLC
|
| |
|
|
General Partner
|
| |
|
|
|
| |
|
|
By:
|
/s/ Michael E. Olshan |
| |
|
|
|
Name:
|
Michael E. Olshan
|
| |
|
|
|
Title:
|
Managing Member
|
| |
|
|
|
|
| |
|
|
|
|
| |
O-CAP OFFSHORE FUND, LTD.
|
| |
|
|
|
| |
|
By:
|
O-CAP Management, L.P.
|
| |
|
|
Investment Manager
|
| |
|
|
|
| |
|
|
By:
|
/s/ Michael E. Olshan |
| |
|
|
|
Name:
|
Michael E. Olshan
|
| |
|
|
|
Title:
|
Managing Partner
|
| |
|
|
|
|
|
| |
|
|
|
|
|
| |
O-CAP OFFSHORE MASTER FUND, L.P.
|
| |
|
|
|
| |
|
By:
|
O-CAP Advisors, LLC
|
| |
|
|
General Partner
|
| |
|
|
|
| |
|
|
By:
|
/s/ Michael E. Olshan |
| |
|
|
|
Name:
|
Michael E. Olshan
|
| |
|
|
|
Title:
|
Managing Member
|
| |
|
|
|
|
|
| |
|
|
|
|
|
| |
O-CAP MANAGEMENT, L.P.
|
| |
|
|
|
| |
|
By:
|
O-CAP GP, LLC
|
| |
|
|
General Partner
|
| |
|
|
|
| |
|
|
By:
|
/s/ Michael E. Olshan |
| |
|
|
|
Name:
|
Michael E. Olshan
|
| |
|
|
|
Title:
|
Managing Member
|
| |
|
|
|
|
|
| |
O-CAP ADVISORS, LLC
|
| |
|
|
|
| |
By:
|
/s/ Michael E. Olshan |
| |
|
Name:
|
Michael E. Olshan
|
| |
|
Title:
|
Managing Member
|
| |
|
|
|
| |
|
|
|
| |
O-CAP GP, LLC
|
| |
|
|
|
| |
By:
|
/s/ Michael E. Olshan |
| |
|
Name:
|
Michael E. Olshan
|
| |
|
Title:
|
Managing Member
|
| |
|
|
|
| |
|
|
|
| |
MICHAEL E. OLSHAN
|
| |
|
|
|
| |
By:
|
/s/ Michael E. Olshan |
| |
|
|
| |
|
|
|
| |
JARED S. STURDIVANT
|
| |
|
|
|
| |
By:
|
/s/ Jared S. Sturdivant |
| |
|
|
| |
CORBIN CAPITAL PARTNERS, L.P.
|
| |
|
|
|
| |
By:
|
/s/ Daniel E. Friedman |
| |
|
Name:
|
Daniel E. Friedman
|
| |
|
Title:
|
General Counsel
|
Calvin A. Wallen, III
9870 Plano Rd
Dallas, TX 75238
December 10, 2015
Anchorage Illiquid Opportunities III, L.P.,
AIO III AIV 3, L.L.C.
Anchorage Illiquid Opportunities III (B), L.P.
Corbin Opportunity Fund, L.P.
O-Cap Partners, L.P.
O-Cap Offshore Master Fund, L.P. (collectively, the "Warrant Holders")
c/o Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
Attn: Michael Torkin and David Zylberberg
Re: Side Letter Agreement Regarding Matters Addressed in the Plan Support Agreement and
Termination of Voting Agreement and Investment Agreement
Ladies and Gentlemen:
Reference is made to that certain Plan Support Agreement dated as of December 10, 2015 (as amended, restated, supplemented or otherwise modified from time to time the "Plan Support Agreement") by and among Cubic Energy, Inc., a Texas Corporation, Cubic Asset, LLC, a Delaware limited liability company, Cubic Asset Holding, LLC, a Delaware limited liability company, Cubic Louisiana, LLC, a Delaware limited liability company, Cubic Louisiana Holding, LLC, a Delaware limited liability company, each of the Prepetition Secured Noteholders, BP Products North America, Inc., a Maryland corporation, BP Energy Company, a Delaware corporation, Wells Fargo Energy Capital, Inc., a Texas Corporation, and Fossil Operating Inc. Capitalized terms not otherwise defined herein have the meanings ascribed thereto in the Plan Support Agreement.
In order to induce the Prepetition Noteholders to enter into the Plan Support Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Calvin A. Wallen, III (“CAW”) hereby agrees with the Warrant Holders that for so long as the Plan Support Agreement has not been terminated in accordance with its terms, CAW shall not Transfer any Prepetition Equity Interests other than in accordance with the NOL Order (a) prior to entry of the NOL Order by the Bankruptcy Court, in the form attached to the Plan Support Agreement and (b) following the entry of the NOL Order by the Bankruptcy Court, in the form entered by the Bankruptcy Court.
In order to induce the Prepetition Noteholders to enter into the Plan Support Agreement, and in order to induce CAW to execute this side letter, the Warrant Holders and CAW agree that, automatically upon the commencement of the Prepackaged Cases, the Voting Agreement dated as of October 2, 2013 among the Warrant Holders and CAW shall terminate pursuant to Section 3.01(a) thereof.
This letter agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and may not be amended without the written consent of each party hereto. Each Prepetition Noteholder shall be an express third-party beneficiary of this letter agreement with rights to enforce this agreement. This letter agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to the principles of conflict of laws that would require the application of the law of any other jurisdiction.
[Signature pages follow.]
Very truly yours,
CALVIN A. WALLEN, III
/s/ Calvin A. Wallen III
Agreed and Acknowledged,
ANCHORAGE ILLIQUID OPPORTUNITIES III, L.P.
By: /s/ Daniel Allen
Name: Daniel Allen
Title: President
AIO III AIV 3, L.L.C.
By: /s/ Daniel Allen
Name: Daniel Allen
Title: President
ANCHORAGE ILLIQUID OPPORTUNITIES III (B), L.P.
By: /s/ Daniel Allen
Name: Daniel Allen
Title: President
CORBIN OPPORTUNITY FUND, L.P.
By: /s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
Signature Page – Plan Support Agreement Side Letter
O-CAP PARTNERS, L.P.
By: /s/ Michael Olshan
Name: Michael Olshan
Title: Managing Member
O-CAP OFFSHORE MASTER FUND, L.P.
By: /s/ Michael Olshan
Name: Michael Olshan
Title: Managing Member
Signature Page – Plan Support Agreement Side Letter