Amended Statement of Beneficial Ownership (sc 13d/a)
April 08 2016 - 9:01AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Pacific
Ethanol, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
69423U305
(CUSIP Number)
Janet Miller
Chief Operating Officer and General Counsel
Candlewood Investment Group, LP
555 Theodore Fremd Ave., Suite C-303
Rye, NY 10580
(212)
493-4495
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 7, 2016
(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 Section 240.13d-7 for
other parties to whom copies are to be sent.
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*
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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 disclosures provided in a prior cover page.
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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, as amended (“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).
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1.
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Names of
Reporting Persons.
Candlewood Investment Group, LP
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
¨
(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)
AF
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of
Organization
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
0
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8.
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Shared Voting Power
10,129,908
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
10,129,908
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
10,129,908
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount
in Row (11)
26.0%
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14.
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Type of Reporting Person (See
Instructions)
IA
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1.
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Names of
Reporting Persons.
Michael Lau
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
¨
(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)
AF
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of
Organization
United States
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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
0
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8.
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Shared Voting Power
10,129,908
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
10,129,908
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
10,129,908
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount
in Row (11)
26.0%
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14.
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Type of Reporting Person (See
Instructions)
IN
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1.
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Names of
Reporting Persons.
David Koenig
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
¨
(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)
AF
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of
Organization
United States
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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
0
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8.
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Shared Voting Power
10,129,908
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
10,129,908
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
10,129,908
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount
in Row (11)
26.0%
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14.
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Type of Reporting Person (See
Instructions)
IN
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1.
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Names of
Reporting Persons.
Phil DeSantis
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
¨
(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)
AF
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of
Organization
United States
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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
0
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8.
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Shared Voting Power
10,129,908
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
10,129,908
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
10,929,908
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount
in Row (11)
26.0%
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14.
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Type of Reporting Person (See
Instructions)
IN
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1.
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Names of
Reporting Persons.
Jonathan Weiss
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
¨
(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)
AF
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of
Organization
United States
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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
0
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8.
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Shared Voting Power
10,129,908
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
10,129,908
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
10,129,908
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount
in Row (11)
26.0%
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14.
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Type of Reporting Person (See
Instructions)
IN
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1.
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Names of
Reporting Persons.
Candlewood Investment Group General, LLC
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
¨
(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)
AF
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of
Organization
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
0
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8.
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Shared Voting Power
10,129,908
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
10,129,908
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
10,129,908
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount
in Row (11)
26.0%
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14.
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Type of Reporting Person (See
Instructions)
OO
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1.
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Names of
Reporting Persons.
Candlewood Special Situations General, LLC
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
¨
(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)
AF
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of
Organization
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
0
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8.
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Shared Voting Power
9,889,141
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
9,889,141
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
9,889,141
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount
in Row (11)
25.4%
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14.
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Type of Reporting Person (See
Instructions)
OO
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1.
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Names of
Reporting Persons.
Candlewood Special Situations Master Fund, Ltd.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
¨
(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)
WC
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of
Organization
Cayman Islands
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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
0
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8.
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Shared Voting Power
5,783,759
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
5,783,759
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,783,759
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount
in Row (11)
14.8%
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14.
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Type of Reporting Person (See
Instructions)
OO
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1.
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Names
of Reporting Persons.
CWD OC 522 Master Fund, Ltd.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
¨
(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)
WC
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of
Organization
Cayman Islands
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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
0
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8.
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Shared Voting Power
3,127,913
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
3,127,913
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,127,913
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount
in Row (11)
8.0%
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14.
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Type of Reporting Person (See
Instructions)
OO
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Item 4.
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Purpose of Transaction
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Item 4 is amended and restated as follows:
The Reporting Persons became beneficial owners of more than 5% of the outstanding Common Stock in connection with the Aventine Purchase, when
the Reporting Persons received shares of Common Stock, as well as shares of Non-Voting Common Stock, as consideration for their ownership of Aventine.
The Reporting Persons believe that the public markets, which represent only a small portion of the ethanol industry’s ownership profile,
currently undervalue the Common Stock of the Issuer (the “
Securities
”) based on transactions in assets comparable to the Issuer’s assets. The Reporting Persons believe that, in light of Issuer’s substantial asset holdings,
certain of which are currently unencumbered by debt (based on the Reporting Persons’ review of the Issuer’s public filings), and potential strategic interest in other ethanol related production assets, there are transactions that the
Issuer can engage in to improve shareholder value. The Reporting Persons intend to engage in constructive dialogue with the Issuer’s Board of Directors and third parties regarding various strategic alternatives including, but not limited to,
capital structure optimization, asset monetization or a sale or merger of the Issuer (including, without limitation, transactions that would cause the Issuer to cease being a public company).
In addition, subject to a number of factors, including the market valuation of the Issuer, changes in market or industry conditions, other
investment opportunities and capital available to the Reporting Persons, and the availability of Securities at prices that would make the purchase or sale of such Securities desirable, the Reporting Persons may endeavor (i) to increase or decrease
their respective ownership in the Issuer through, among other things, the purchase or sale of Securities on the open market or in private transactions on such terms and at such times as the Reporting Persons may deem advisable and/or (ii) to enter
into transactions that increase or decrease their economic exposure to the Common Stock without affecting their beneficial ownership of shares of Common Stock.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time in the future express
their views to and/or meet with management, the Board of Directors of the Issuer or third parties. The Reporting Persons may in the future formulate plans or proposals regarding the Issuer’s business, strategies, assets, corporate
governance, Board of Directors composition, and other matters related to the Issuer that are referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may also change their intention with any of the foregoing
matters.
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Item 5.
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Interest in Securities of the Issuer
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Item 5 is amended and restated as follows:
(a)-(b) The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set
forth in row 13 is based on 38,982,931 outstanding shares of Common Stock as of March 14, 2016, as reported in the Issuer’s Form 10-K/A filed on March 16, 2016. Certain private investment funds advised by the Investment Manager or an entity
controlled by the Investment Manager, including the Special Situations Fund and the OC Fund, directly hold the shares of Common Stock. The Fund GP serves as general partner to certain of these private investment funds, including the Special
Situations Fund and the OC Fund.
The Special Situations Fund, the OC Fund and certain other private investment funds advised by the
Investment Manager or an entity controlled by the Investment Manager also directly hold shares of non-voting common stock, $0.001 par value, of the Issuer (the “
Non-Voting Common Stock
”). The Special Situations Funds holds 1,797,147
shares of Non-Voting Common Stock; the OC Fund holds 1,350,577 shares of Non-Voting Common Stock; and certain other private investment funds advised by the Investment Manager or an entity controlled by the Investment Manager hold, in the aggregate,
391,744 shares of Non-Voting Common Stock. The Non-Voting Common Stock are convertible on a one-for-one basis into Common Stock (i) if the holder of such shares of Non-Voting Common Stock and any of its affiliates would not, after such conversion,
beneficially own greater than 9.99% of the Company’s outstanding shares of Common Stock and (ii) no earlier than sixty-one days after the Company receives a notice of conversion from the holder. Because the Reporting Persons cannot acquire such
converted Common Stock within sixty days, they do not have beneficial ownership of such converted Common Stock.
(c) Schedule B sets
forth all transactions with respect to the Common Stock effected by any Reporting Person and any person named in Schedule A during the past sixty days.
(d) The private investment funds advised by the Investment Manager or an entity controlled by the Investment Manager that directly hold the
shares of Common Stock have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock (the “
Economic Interest
”) reported as beneficially owned by the
Investment Manager, the Fund GP, the Manager GP and the Managing Partners. The Economic Interest of each of the Special Situations Fund and the OC Fund exceeds five percent of the Common Stock.
(e) Not applicable
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.
Dated: April 8, 2016
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CANDLEWOOD INVESTMENT GROUP, LP
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By:
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/s/ Janet Miller
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Name:
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Janet Miller
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Title:
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COO/GC/Authorized Person
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CANDLEWOOD INVESTMENT GROUP GENERAL, LLC
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By:
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/s/ Michael Lau
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Name:
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Michael Lau
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Title:
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Manager
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CANDLEWOOD SPECIAL SITUATIONS MASTER FUND, LTD.
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By:
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/s/ David Koenig
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Name:
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David Koenig
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Title:
|
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Portfolio Manager
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CWD OC 522 MASTER FUND, LTD.
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By:
|
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/s/ David Koenig
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Name:
|
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David Koenig
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Title:
|
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Portfolio Manager
|
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CANDLEWOOD SPECIAL SITUATIONS GENERAL, LLC
|
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By:
|
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/s/ Michael Lau
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Name:
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Michael Lau
|
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Title:
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Class A Member
|
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|
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/s/ Michael Lau
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Michael Lau
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|
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/s/ David Koenig
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David Koenig
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/s/ Phil DeSantis
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Phil DeSantis
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/s/ Jonathan Weiss
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Jonathan Weiss
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Schedule B
Except as otherwise noted below, all such transactions were purchases of Common Stock effected in the open market, and the weighted average price per share
includes commissions paid.
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Name
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Date of Transaction
|
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Amount of Securities
|
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|
Weighted Average Price
per Share
|
|
|
Special Situations Fund
|
|
|
February 11, 2016
|
|
|
|
23,232
|
(1)
|
|
$
|
2.9428
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(1)
|
|
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|
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|
Fund advised by Investment Manager
|
|
|
February 11, 2016
|
|
|
|
3,168
|
(1)
|
|
$
|
2.9428
|
(1)
|
|
(1)
|
The purchases were executed in multiple transactions ranging from $2.885 to $2.99. The Reporting Persons undertake to provide full information regarding the number of shares purchased at each separate price upon request
by the staff of the Securities and Exchange Commission. The shares were allocated between the purchasing private investment funds pursuant to the Investment Manager’s trade allocation policy.
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