|
CUSIP
No. 25389M901
|
13
G
|
Page 1 of
11 Pages
|
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
__________
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
Information
to be included in Statements Filed Pursuant to Rules 13d-1(b), (c) and (d) and
amendments thereto filed pursuant to Rule 13d-2
(Amendment
No. _
2
_)
DIGITALGLOBE,
INC.
(Name of
Issuer)
COMMON
STOCK
(Title of
Class of Securities)
25389M901
(CUSIP
Number)
December
31,
2009
(Date of
Event Which Requires Filing
of this
Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed
:
ý
Rule
13d-1(b)
¨
Rule
13d-1(c)
¨
Rule
13d-1(d)
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.
|
CUSIP
No. 25389M901
|
13
G
|
Page 2 of
11 Pages
|
|
|
|
1
|
NAME
OF REPORTING PERSON
Beach
Point Capital Management LP (“Beach Point LP”)
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a)
¨
(b)
ý
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
|
5
|
SOLE
VOTING POWER
0
|
|
BENEFICIALLY
|
6
|
SHARED
VOTING POWER
3,729,349
**see Note 1**
|
|
OWNED
BY
EACH
REPORTING
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
8
|
SHARED
DISPOSITIVE POWER
3,729,349
**see Note 1**
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,729,349
**see Note 1**
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.297%
|
|
12
|
TYPE
OF REPORTING PERSON
IA
|
|
CUSIP
No. 25389M901
|
13
G
|
Page 3 of
11 Pages
|
|
1
|
NAME
OF REPORTING PERSON
Beach
Point GP LLC (“Beach Point LLC”)
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a)
¨
(b)
ý
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
|
5
|
SOLE
VOTING POWER
0
|
|
BENEFICIALLY
|
6
|
SHARED
VOTING POWER
3,729,349
**see Note 1**
|
|
OWNED
BY
EACH
REPORTING
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
8
|
SHARED
DISPOSITIVE POWER
3,729,349
**see Note 1**
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,729,349
**see Note 1**
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.297%
|
|
12
|
TYPE
OF REPORTING PERSON
hc
|
|
CUSIP
No. 25389M901
|
13
G
|
Page 4 of
11 Pages
|
ITEM
1.
(a) Name
of Issuer: DigitalGlobe, Inc.
(b) Address
of Issuer’s Principal Executive Offices:
1601 Dry
Creek Drive, Suite 260
Longmont,
Colorado 80503
ITEM
2.
|
|
(a)
|
Name
of Person Filing:
|
|
|
Beach
Point Capital Management LP (“Beach Point
LP”)
|
Beach Point GP LLC (“Beach Point
LLC”)
(b) Address
of Principal Business Office:
c/o Beach
Point Capital Management LP
11755
Wilshire Boulevard
Suite
1400
Los
Angeles, California 90025
(c) Citizenship:
Beach
Point
LP Delaware
Beach
Point
LLC Delaware
(d) Title
of Class of Securities: Common Stock, par value $0.001 per
share
(e) CUSIP
Number: 25389M901
|
ITEM
3.
|
If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is
a:
|
(i) Beach
Point LP
|
|
ý
|
An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E).
|
|
|
ý
|
A
parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G).
|
|
CUSIP
No. 25389M901
|
13
G
|
Page 5 of
11 Pages
|
ITEM
4. Ownership
Provide
the following information regarding the aggregate number and percentage of the
class of securities of the issuer identified in Item 1.
(a)
Amount beneficially owned:
3,729,349 by each reporting
person**see Note 1**
(b)
Percent of class:
|
|
8.297%,
based on 44,949,663 shares of Common Stock, par value $0.001 per share of
the Issuer outstanding as of November 6,
2009.
|
(c)
Number of shares as to which the person
has:
(i)
Sole power to vote or to direct the
vote:
0
(ii)
Shared power to vote or to direct the
vote:
3,729,349 by each reporting
person**see Note 1**
(iii)
Sole power to dispose or to direct the
disposition of:
0
(iv)
Shared power to dispose or to direct the
disposition of:
3,729,349 by each reporting
person**see Note 1**
** Note
1**
Beach
Point LP, an investment adviser registered under Section 203 of the Investment
Advisers Act of 1940, furnishes investment advice to certain of Beach Point LP’s
clients (the “Clients”). In its role as investment adviser, Beach
Point LP possesses voting and investment power over the shares of Common Stock
of the Issuer described in this schedule that are owned by the Clients, and may
be deemed to be the beneficial owner of the shares of Common Stock of the Issuer
held by the Clients. However, all securities reported in this
schedule are owned by the Clients. Beach Point LP disclaims
beneficial ownership of such securities.
|
CUSIP
No. 25389M901
|
13
G
|
Page 6 of
11 Pages
|
Beach
Point LLC is the sole general partner of Beach Point LP. As a result,
Beach Point LLC may be deemed to share beneficial ownership of the shares of
Common Stock of the Issuer held by the Clients. Beach Point LLC
disclaims beneficial ownership of such securities.
ITEM
5. Ownership
of Five Percent or Less of a Class
If this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following
¨
.
ITEM
6. Ownership
of More than Five Percent on Behalf of Another Person
While
Beach Point LP and Beach Point LLC may each be deemed the beneficial owner of
the shares of Common Stock of the Issuer, each of the reporting persons is the
beneficial owner of such stock on behalf of the numerous Clients who have the
right to receive and the power to direct the receipt of dividends from, or the
proceeds of the sale of, such Common Stock. To the knowledge of each
of the reporting persons, no such Client has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, more
than 5% of the Common Stock of the Issuer.
|
ITEM
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company or Control
Person.
|
See Exhibit I
ITEM
8. Identification
and Classification of Members of the Group
Not applicable
ITEM
9. Notice
of Dissolution of Group
Not applicable
|
CUSIP
No. 25389M901
|
13
G
|
Page 7 of
11 Pages
|
ITEM
10. Certifications
By
signing below the undersigned certify that, to the best of their knowledge and
belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or
effect.
|
CUSIP
No. 25389M901
|
13
G
|
Page 8 of
11 Pages
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated: January
29, 2010
BEACH
POINT CAPITAL MANAGEMENT LP
/s/ Lawrence M.
Goldman
By:
Name: Lawrence
M. Goldman
Title: Chief
Administrative Officer and General Counsel
BEACH
POINT GP LLC
/s/ Carl
Goldsmith
By:
Name: Carl
Goldsmith
Title: Managing
Member
|
CUSIP
No. 25389M901
|
13
G
|
Page 9 of
11 Pages
|
EXHIBIT
INDEX
Exhibit
I - Identification and Classification of the
Subsidiary which Acquired the Security Being Reported on by the Parent Holding
Company or Control Person
Exhibit
II - Joint Filing Agreement
|
CUSIP
No. 25389M901
|
13
G
|
Page 10 of
11 Pages
|
EXHIBIT
I
Identification
and Classification of the Subsidiary which Acquired the Security Being Reported
on by the Parent Holding Company or Control Person
Beach
Point GP LLC is the sole general partner and therefore control person of Beach
Point Capital Management LP, an investment adviser registered under Section 203
of the Investment Advisers Act of 1940.
|
CUSIP
No. 25389M901
|
13
G
|
Page 11 of
11 Pages
|
EXHIBIT
II
Joint
Filing Agreement
THIS
JOINT FILING AGREEMENT is entered into as of January 29, 2010, by and
among the parties signatories hereto. The undersigned hereby agree
that the Statement on Schedule 13G with respect to the shares of Common Stock,
par value $0.001 per share, of DigitalGlobe, Inc. is, and any amendment
thereafter signed by each of the undersigned shall be, filed on behalf of each
undersigned pursuant to and in accordance with the provisions of 13d-1(k) under
the Securities Exchange Act of 1934, as amended.
BEACH
POINT CAPITAL MANAGEMENT LP
/s/
Lawrence M. Goldman
By:
Name: Lawrence
M. Goldman
Title: Chief
Administrative Officer and General Counsel
BEACH
POINT GP LLC
/s/ Carl
Goldsmith
By:
Name: Carl
Goldsmith
Title: Managing
Member