Item 1. Security and Issuer.
This statement on Schedule 13D relates to common shares, no par value (the “Common Shares”), of North American Energy Partners Inc., a Canadian federal corporation (the “Issuer”). The principal executive office and mailing address of the Issuer is Zone 3, Acheson Industrial Area, 2−53016 Highway 60, Acheson, Alberta, T7X 5A7, Canada.
Item 2. Identity and Background.
(a) − (c) This Schedule 13D is being jointly filed by each of the following persons pursuant to Rule 13d−1(k) promulgated by the Securities and Exchange Commission (the “Commission”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):
(i) Sterling Group Partners I, L.P. (“SGP I LP”), a Delaware limited partnership and the record holder of 0 Common Shares of the Issuer. The principal business of SGP I LP is the investment in securities, and its principal business address is Nine Greenway Plaza, Suite 2400, Houston, Texas 77046;
(ii) Sterling Group Partners I GP, L.P. (“SGP I GP”), a Texas limited partnership and the sole general partner of SGP I LP. The principal business of SGP I GP is to serve as the general partner of, and provide investment advice to, SGP I LP, and its principal business address is Nine Greenway Plaza, Suite 2400, Houston, Texas 77046;
(iii) F.J. Hevrdejs, L.L.C. (“FJH”), W.C. Oehmig, L.L.C. (“WCO”), T.H. Nelson, L.L.C. (“THN”), J.D. Hawkins, L.L.C. (“JDH”) and C.K. Garland, L.L.C. (“CKG”), each a Texas limited liability company and a general partner of SGP I GP. The principal business of each of FJH, WCO, THN, JDH and CKG is to serve as a general partner of SGP I GP, and the principal business address of each company is Nine Greenway Plaza, Suite 2400, Houston, Texas 77046;
(iv) Frank J. Hevrdejs, William C. Oehmig, T. Hunter Nelson, John D. Hawkins and C. Kevin Garland are the sole members of FJH, WCO, THN, JDH and CKG, respectively, as well as limited partners of SGP I GP. In such capacities, Messrs. Hevrdejs, Oehmig, Nelson, Hawkins and Garland were deemed to have shared voting and investment power over the Common Shares which were deemed to be beneficially owned by SGP I LP, SGP I GP, FJH, WCO, THN, JDH and CKG, but at all times they disclaim such beneficial ownership pursuant to Rule 13d−4 of the Exchange Act. Each of the above individuals is currently a partner of The Sterling Group, L.P., a Texas−based private equity investment firm. Messrs. Hawkins and Oehmig are also currently directors of the Issuer. The principal business address of each of the above individuals is Nine Greenway Plaza, Suite 2400, Houston, Texas 77046.
The persons referred to in paragraphs (i) to (iv) above are collectively referred to as the “Reporting Persons.”
(d) − (e) None of the Reporting Persons nor, to the best knowledge of such persons, any other person identified in response to this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) All individuals named in response to this Item 2 are citizens of the United States.
The Reporting Persons have entered into a Joint Filing Agreement, dated August 23, 2012, filed as Exhibit I hereto, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d−1(k)(1) of the Exchange Act. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this statement.
Information with respect to each Reporting Person is given solely by such Reporting Person and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person.
Pursuant to Rule 13d−4 of the Exchange Act, the Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act or otherwise, the beneficial owner of any securities covered by this statement held by any other person.
Item 3. Source and Amount of Funds or Other Consideration.
No material change since date of original filing.
Item. 4 Purpose of the Transaction.
Item 4 is amended by adding the following:
On August 20, 2012, SGP I LP distributed all of its 4,626,265 Common Shares in the Issuer to its limited partners and general partner in connection with the termination of the investment term of SGP I LP. SGP I GP received 57,888 Common Shares in the distribution and then distributed those shares to Messrs. Oehmig (14,264 Common Shares), Hawkins (10,188 Common Shares), Hevrdejs (14,264 Common Shares), Nelson (12,226 Common Shares) and Garland (6,946 Common Shares). Also as part of the distribution 131,530 Common Shares were distributed to Oehmig Investments, L.P., an entity controlled by Mr. Oehmig;
20,264 Common Shares were distributed to JDH Investments, L.P., an entity controlled by Mr. Hawkins;
225,408 Common Shares were distributed to Mr. Hevrdejs, 101,897 Common Shares were distributed to Mr. Nelson, a total of 10,013 Common Shares were distributed to three trusts for the benefit of Mr. Nelson’s children and 9,456 Common Shares were distributed to Mr. Garland.
Item. 5 Interest in the Securities of the Issuer.
(a), (b) The Reporting Persons currently have sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition, of the following number of Common Shares:
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Sole Voting Power
(1)
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Shared Voting Power
(2)
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Sole Dispositive Power
(3)
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Shared Dispositive Power
(4)
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Aggregate Amount Beneficially Owned by Reporting Person
(5)
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Percent of Class Represented by Amount in Column (5)
(6)
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Sterling Group Partners I, L.P.
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0
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0
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0
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0
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0
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0%
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Sterling Group Partners I GP, L.P.
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0
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0
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0
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0
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0
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0%
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F.J. Hevrdejs L.L.C.
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0
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0
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0
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0
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0
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0%
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W.C. Oehmig, L.L.C.
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0
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0
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0
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0
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0
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0%
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T.H. Nelson, L.L.C.
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0
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0
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0
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0
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0
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0%
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J.D. Hawkins, L.L.C.
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0
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20,264
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0
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20,264
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20,264
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0.1%
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C.K. Garland, L.L.C.
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0
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0
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0
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0
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0
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0%
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Frank J. Hevrdejs
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0
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259,672
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0
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259,672
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259,672
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0.7%
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William C. Oehmig
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466,978
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86,506
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466,978
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86,506
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553,484
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1.5%
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T. Hunter Nelson
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124,158
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0
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124,158
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0
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124,158
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0.3%
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John D. Hawkins
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30,642
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35,264
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30,642
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35,264
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65,906
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0.2%
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C. Kevin Garland
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16,402
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0
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16,402
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0
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16,402
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Less than 0.1%
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(c)
Mr. Oehmig acquired 30,000 Common Shares on June 19, 2012 at an average of US$2.73 per share, 20,000 Common Shares on June 20, 2012 at an average of US$2.67 per share, 10,000 Common Shares on June 21, 2012 at an average of US$2.62 per share, 10,000 Common Shares on June 22, 2012 at an average of US$2.62 per share, 10,000 Common Shares on June 25, 2012 at an average of US$2.50 per share, all in open market transactions through his brokers Stephens and Raymond James.
Except as set forth in this Schedule 13D, to the best of the knowledge of each of the Reporting Persons, no other Reporting Person has engaged in any transaction during the past 60 days involving Common Shares of the Issuer.
(d) To the best of the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares reported on this Schedule 13D.
(e) The Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Shares on August 20, 2012.
Item. 6 Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
SGP I LP is currently party to an Advisory Services Agreement with the Issuer, dated November 28, 2006, filed as Exhibit II hereto, pursuant to which it provides advisory services to the Issuer at no cost in return for access to management and certain information of the Issuer.
Except as otherwise provided herein, there are no contracts, arrangements, understandings, or relationships between the Reporting Persons and any other person with respect to the securities of the Issuer.
Item. 7 Materials to be Filed as Exhibits.
Exhibit
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Agreement
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II.
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Advisory Services Agreement, dated November 28, 2006, by and among Sterling Group Partners I,
L.P. and North American Energy Partners, Inc.
2
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