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), Rule
13d-1(f) or Rule 13d-1(g), check the following box. [ ]
* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
|
CUSIP No. 15942R208
|
SCHEDULE 13D/A
|
Page 2 of 9 Pages
|
|
1
|
NAME OF REPORTING PERSON
Strategic Value Partners, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) ¨
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC (see Item 3)
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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
13,902,367 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
13,902,367 (1)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,902,367 (1)
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.0% (2)
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
|
|
(1) Consists of (i) 1,399,807 shares of Class A Common
Stock beneficially owned by Strategic Value Partners, LLC as the investment manager of Strategic Value Master Fund, Ltd., (ii)
1,331,851 shares of Class A Common Stock beneficially owned by SVP Special Situations III LLC as the investment manager of Strategic
Value Special Situations Master Fund III, L.P., (iii) 7,712,110 shares of Class A Common Stock beneficially owned by SVP Special
Situations IV LLC as the investment manager of Strategic Value Special Situations Master Fund IV, L.P., and (iv) 3,458,599 shares
of Class A Common Stock beneficially owned by SVP Special Situations III-A LLC as the investment manager of Strategic Value Opportunities
Fund, L.P., all of which may also be deemed to be beneficially owned by Strategic Value Partners, LLC as the managing member of
each such investment manager entity.
(2) Based on 46,405,086 shares of Class A Common Stock
of the Issuer outstanding as of November 8, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2019 filed by the Issuer with the Securities and Exchange Commission on November 9, 2019.
|
CUSIP No. 15942R208
|
SCHEDULE 13D/A
|
Page 3 of 9 Pages
|
|
1
|
NAME OF REPORTING PERSON
SVP Special Situations III LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) ¨
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC (see Item 3)
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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
1,331,851 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,331,851 (1)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,331,851 (1)
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9% (2)
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
|
|
(1) Consists of 1,331,851 shares of Class A Common
Stock beneficially owned by SVP Special Situations III LLC as the investment manager of Strategic Value Special Situations Master
Fund III, L.P.
(2) Based on 46,405,086 shares of Class A Common Stock
of the Issuer outstanding as of November 8, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2019 filed by the Issuer with the Securities and Exchange Commission on November 9, 2019.
|
CUSIP No. 15942R208
|
SCHEDULE 13D/A
|
Page 4 of 9 Pages
|
|
1
|
NAME OF REPORTING PERSON
SVP Special Situations IV LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) ¨
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC (see Item 3)
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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
7,712,110 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
7,712,110 (1)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,712,110 (1)
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6% (2)
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
|
|
(1) Consists of 7,712,110 shares of Class A Common
Stock beneficially owned by SVP Special Situations IV LLC as the investment manager of Strategic Value Special Situations Master
Fund IV, L.P.
(2) Based on 46,405,086 shares of Class A Common Stock
of the Issuer outstanding as of November 8, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2019 filed by the Issuer with the Securities and Exchange Commission on November 9, 2019.
|
CUSIP No. 15942R208
|
SCHEDULE 13D/A
|
Page 5 of 9 Pages
|
|
1
|
NAME OF REPORTING PERSON
SVP Special Situations III-A LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) ¨
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC (see Item 3)
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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
3,458,599 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
3,458,599 (1)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,458,599 (1)
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5% (2)
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
|
|
(1) Consists of 3,458,599 shares of Class A Common
Stock beneficially owned by SVP Special Situations III-A LLC as the investment manager of Strategic Value Opportunities Fund, L.P.
(2) Based on 46,405,086 shares of Class A Common Stock
of the Issuer outstanding as of November 8, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2019 filed by the Issuer with the Securities and Exchange Commission on November 9, 2019.
|
CUSIP No. 15942R208
|
SCHEDULE 13D/A
|
Page 6 of 9 Pages
|
|
1
|
NAME OF REPORTING PERSON
Victor Khosla
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) ¨
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC (see Item 3)
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
13,902,367 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
13,902,367 (1)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,902,367 (1)
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.0% (2)
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
|
(1) Consists of (i) 1,399,807 shares of Class A Common
Stock beneficially owned by Strategic Value Partners, LLC as the investment manager of Strategic Value Master Fund, Ltd., (ii)
1,331,851 shares of Class A Common Stock beneficially owned by SVP Special Situations III LLC as the investment manager of Strategic
Value Special Situations Master Fund III, L.P., (iii) 7,712,110 shares of Class A Common Stock beneficially owned by SVP Special
Situations IV LLC as the investment manager of Strategic Value Special Situations Master Fund IV, L.P., and (iv) 3,458,599 shares
of Class A Common Stock beneficially owned by SVP Special Situations III-A LLC as the investment manager of Strategic Value Opportunities
Fund, L.P., all of which may also be deemed to be beneficially owned by Strategic Value Partners, LLC as the managing member of
each such investment manager entity, and which is indirectly majority owned and controlled by the Reporting Person.
(2) Based on 46,405,086 shares of Class A Common Stock
of the Issuer outstanding as of November 8, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2019 filed by the Issuer with the Securities and Exchange Commission on November 9, 2019.
|
CUSIP No. 15942R208
|
SCHEDULE 13D/A
|
Page 7 of 9 Pages
|
|
AMENDMENT
NO. 9 TO SCHEDULE 13D
Reference
is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) by the
Reporting Persons with respect to the Class A Common Stock of the Issuer on October 26, 2018, Amendment No. 1 thereto filed with
the SEC on March 20, 2019, Amendment No. 2 thereto filed with the SEC on April 4, 2019, Amendment No. 3 thereto filed with the
SEC on April 17, 2019, Amendment No. 4 thereto filed with the SEC on May 21, 2019, Amendment No. 5 thereto filed with the SEC on
June 27, 2019, Amendment No. 6 thereto filed with the SEC on July 8, 2019, Amendment No. 7 thereto filed with the SEC on July 16,
2019, and Amendment No. 8 thereto filed with the SEC on July 19, 2019 (as so amended, the “Schedule 13D”). Terms defined
in the Schedule 13D are used herein as so defined.
|
|
Item 4.
|
Purpose of Transaction.
|
|
Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
|
|
|
On December 20, 2019, SVP and the Funds entered into an amended and restated support agreement (the “Amended Support Agreement”) with the Issuer.
|
|
|
|
|
|
Pursuant to the Amended Support Agreement, the Issuer, among other things, elected Michael Kuharski, a Director of the North American Investment Team of SVP, and Mark “Mac” McFarland (collectively, the “Shareholder Designees”) as directors on the Board. Subject to SVP’s compliance with certain standstill and voting obligations, Messrs. Kuharski and McFarland will be included in the Issuer’s slate of director nominees for election at the Issuer’s 2020 annual meeting of stockholders, which the Issuer agreed it would hold no later than May 29, 2020.
|
|
|
|
|
|
The Issuer also agreed that SVP may replace any of the Shareholder Designees if he is unable or unwilling to serve on the Board at any time during the standstill period (as discussed below), subject to such replacement Shareholder Designee meeting certain criteria as set forth in the Amended Support Agreement.
|
|
|
|
|
|
The
Amended Support Agreement also includes, among other provisions, certain standstill and voting commitments by SVP, including
a voting commitment that SVP will vote (i) in favor of any director nominees recommended by the Board to the stockholders for
election and (ii) in accordance with the recommendation of the Board with respect to other matters, subject to certain
exceptions. SVP has also agreed that, during the standstill period, it will not acquire beneficial ownership in excess of 31%
of the Company’s issued and outstanding shares of Class A Common Stock. The standstill period shall, subject to the
Issuer’s compliance with the terms of the Amended Support Agreement, extend until the date that is the earlier of (i)
the completion of the Issuer’s 2020 annual meeting of stockholders and (ii) 120 days after that each Shareholder
Designee ceases to serve on the Board; provided that certain of the standstill provisions shall not terminate until 90 days
after the 2020 annual meeting of shareholders.
|
|
|
|
|
CUSIP No. 15942R208
|
SCHEDULE 13D/A
|
Page 8 of 9 Pages
|
|
|
If SVP and its affiliate entities cease collectively to beneficially own the lesser of an aggregate of (i) at least 16% of the Issuer’s then outstanding shares of Class A Common Stock and (ii) 7,439,700 shares of the Issuer’s Class A Common Stock, then SVP shall only be entitled to designate one Shareholder Designee to the Board and the Board will have the option to accept the resignation of one of the Shareholder Designees. If SVP and its affiliate entities cease collectively to beneficially own the lesser of an aggregate of (i) at least 8% of the Issuer’s then outstanding shares of Class A Common Stock and (ii) 3,719,850 shares of the Issuer’s Class A Common Stock, then SVP shall no longer be entitled to designate any Shareholder Designees and both Shareholder Designees have agreed to offer to resign from the Board. In addition, if SVP or any of its affiliates materially breaches the Support Agreement and fails to cure such breach, the Shareholder Designees have agreed to offer to resign from the Board. The Amended Support Agreement also included a mutual release of certain claims by the Issuer and SVP.
|
|
|
|
|
|
This description of the Amended Support Agreement is qualified in its entirety by reference to the full text of the Amended Support Agreement, which is attached hereto as Exhibit C and incorporated by reference herein.
|
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
|
Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
|
|
|
The disclosure in Item 4 of this Schedule 13D is incorporated by reference into this Item 6.
|
|
Item 7.
|
Materials to be Filed as Exhibits.
|
|
Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
|
|
|
Exhibit C
|
Amended and Restated Support Agreement, dated December 20, 2019.
|
|
CUSIP No. 15942R208
|
SCHEDULE 13D/A
|
Page 9 of 9 Pages
|
SIGNATURES
After reasonable inquiry
and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Date: December 26, 2019
|
|
STRATEGIC VALUE PARTNERS, LLC
|
|
|
|
|
|
|
|
By:
|
/s/ James Dougherty
|
|
|
|
Name:
|
James Dougherty
|
|
|
|
Title:
|
Chief Financial Officer
|
|
|
|
SVP SPECIAL SITUATIONS III LLC
|
|
|
|
|
|
|
|
By:
|
/s/ James Dougherty
|
|
|
|
Name:
|
James Dougherty
|
|
|
|
Title:
|
Chief Financial Officer
|
|
|
|
SVP SPECIAL SITUATIONS IV LLC
|
|
|
|
|
|
|
|
By:
|
/s/ James Dougherty
|
|
|
|
Name:
|
James Dougherty
|
|
|
|
Title:
|
Chief Financial Officer
|
|
|
|
SVP SPECIAL SITUATIONS III-A LLC
|
|
|
|
|
|
|
|
By:
|
/s/ James Dougherty
|
|
|
|
Name:
|
James Dougherty
|
|
|
|
Title:
|
Chief Financial Officer
|
|
|
|
By:
|
Victor Khosla
|
|
|
|
|
Victor Khosla
|
|