LAYN Layne Christensen Company (delisted)

(1)   As reported in the Current Report on Form 8-K of the Issuer, filed with the SEC on June 14, 2018 (the “June 14 Form 8-K”), the Issuer completed its previously announced merger (“Merger”) with Granite Construction Incorporated (“Granite”) on June 14, 2018.  Pursuant to the terms of the February 13, 2018 Agreement and Plan of Merger (“Merger Agreement”), each share of common stock of the Issuer previously held by the Reporting Person has been converted into the right to receive 0.27 shares of common stock, par value $0.01 per share, of Granite (the “Exchange Ratio”).  The Reporting Person holds $2,524,159 principal amount of the Issuer’s 8.00% Convertible Notes due 2019 (the “Notes”), which were convertible at the Reporting Person’s option into shares of the Issuer’s common stock based on an initial conversion rate of 85.4701 shares of the Issuer’s common stock per $1,000 principal amount of the Notes.  However, following completion of the Merger, in accordance with the terms of the Merger Agreement, the Notes are no longer convertible into shares of the Issuer’s common stock but instead are convertible into a number of shares of Granite common stock based on the Exchange Ratio.  According to the June 14 Form 8-K, the Issuer, Granite and the trustee under the indenture governing the Notes entered into a First Supplemental Indenture, dated as of June 14, 2018, pursuant to which Granite acknowledged its obligation to deliver to the Issuer a sufficient number of shares of Granite common stock to satisfy any conversion of the Notes into shares of Granite common stock.  According to the June 14 Form 8-K, the conversion rate in effect immediately following the Merger is 23.0769 shares of Granite common stock per $1,000 principal amount of the Notes.

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(1)   As reported in the Current Report on Form 8-K of the Issuer, filed with the SEC on June 14, 2018 (the “June 14 Form 8-K”), the Issuer completed its previously announced merger (“Merger”) with Granite Construction Incorporated (“Granite”) on June 14, 2018.  Pursuant to the terms of the February 13, 2018 Agreement and Plan of Merger (“Merger Agreement”), each share of common stock of the Issuer previously held by the Reporting Person has been converted into the right to receive 0.27 shares of common stock, par value $0.01 per share, of Granite (the “Exchange Ratio”).  The Reporting Person holds $9,065,811 principal amount of the Issuer’s 8.00% Convertible Notes due 2019 (the “Notes”), which were convertible at the Reporting Person’s option into shares of the Issuer’s common stock based on an initial conversion rate of 85.4701 shares of the Issuer’s common stock per $1,000 principal amount of the Notes.  However, following completion of the Merger, in accordance with the terms of the Merger Agreement, the Notes are no longer convertible into shares of the Issuer’s common stock but instead are convertible into a number of shares of Granite common stock based on the Exchange Ratio.  According to the June 14 Form 8-K, the Issuer, Granite and the trustee under the indenture governing the Notes entered into a First Supplemental Indenture, dated as of June 14, 2018, pursuant to which Granite acknowledged its obligation to deliver to the Issuer a sufficient number of shares of Granite common stock to satisfy any conversion of the Notes into shares of Granite common stock.  According to the June 14 Form 8-K, the conversion rate in effect immediately following the Merger is 23.0769 shares of Granite common stock per $1,000 principal amount of the Notes.

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(1)  As reported in the Current Report on Form 8-K of the Issuer, filed with the SEC on June 14, 2018 (the “June 14 Form 8-K”), the Issuer completed its previously announced merger (“Merger”) with Granite Construction Incorporated (“Granite”) on June 14, 2018.  Pursuant to the terms of the February 13, 2018 Agreement and Plan of Merger (“Merger Agreement”), each share of common stock of the Issuer previously held by the Reporting Person has been converted into the right to receive 0.27 shares of common stock, par value $0.01 per share, of Granite (the “Exchange Ratio”).  The Reporting Person holds $2,517,614 principal amount of the Issuer’s 8.00% Convertible Notes due 2019 (the “Notes”), which were convertible at the Reporting Person’s option into shares of the Issuer’s common stock based on an initial conversion rate of 85.4701 shares of the Issuer’s common stock per $1,000 principal amount of the Notes.  However, following completion of the Merger, in accordance with the terms of the Merger Agreement, the Notes are no longer convertible into shares of the Issuer’s common stock but instead are convertible into a number of shares of Granite common stock based on the Exchange Ratio.  According to the June 14 Form 8-K, the Issuer, Granite and the trustee under the indenture governing the Notes entered into a First Supplemental Indenture, dated as of June 14, 2018, pursuant to which Granite acknowledged its obligation to deliver to the Issuer a sufficient number of shares of Granite common stock to satisfy any conversion of the Notes into shares of Granite common stock.  According to the June 14 Form 8-K, the conversion rate in effect immediately following the Merger is 23.0769 shares of Granite common stock per $1,000 principal amount of the Notes.

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(1)   As reported in the Current Report on Form 8-K of the Issuer, filed with the SEC on June 14, 2018 (the “June 14 Form 8-K”), the Issuer completed its previously announced merger (“Merger”) with Granite Construction Incorporated (“Granite”) on June 14, 2018.  Pursuant to the terms of the February 13, 2018 Agreement and Plan of Merger (“Merger Agreement”), each share of common stock of the Issuer previously held by the Reporting Person has been converted into the right to receive 0.27 shares of common stock, par value $0.01 per share, of Granite (the “Exchange Ratio”).  The Reporting Person holds $1,867,416 principal amount of the Issuer’s 8.00% Convertible Notes due 2019 (the “Notes”), which were convertible at the Reporting Person’s option into shares of the Issuer’s common stock based on an initial conversion rate of 85.4701 shares of the Issuer’s common stock per $1,000 principal amount of the Notes.  However, following completion of the Merger, in accordance with the terms of the Merger Agreement, the Notes are no longer convertible into shares of the Issuer’s common stock but instead are convertible into a number of shares of Granite common stock based on the Exchange Ratio.  According to the June 14 Form 8-K, the Issuer, Granite and the trustee under the indenture governing the Notes entered into a First Supplemental Indenture, dated as of June 14, 2018, pursuant to which Granite acknowledged its obligation to deliver to the Issuer a sufficient number of shares of Granite common stock to satisfy any conversion of the Notes into shares of Granite common stock.  According to the June 14 Form 8-K, the conversion rate in effect immediately following the Merger is 23.0769 shares of Granite common stock per $1,000 principal amount of the Notes.

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This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) amends the statement on Schedule 13D filed with the Securities and Exchange Commission (“SEC”) on February 22, 2018, as amended by Amendment No. 1 to Schedule 13D (“Amendment No. 1”) filed with the SEC on March 20, 2018 and Amendment No. 2 to Schedule 13D (“Amendment No. 2”) filed with the SEC on May 21, 2018 (together with Amendment No. 1, Amendment No. 2 and this Amendment No. 3, this “statement”) relating to shares of common stock, par value $0.01 per share (the “Shares”), of Layne Christensen Company, a Delaware corporation (the “Issuer” or “Layne”).  Items 2 and 5 are hereby amended and supplemented as set forth below.

Item 2.          Identity and Background

Item 2 of the statement is hereby amended and restated as follows:

(a)                                  This statement is filed by the entities listed below, all of whom together are referred to herein as the “Reporting Persons”.

(i) Cetus Capital III, L.P., a Delaware limited partnership (“Cetus III”), whose general partner is Littlejohn Associates V, L.L.C., a Delaware limited liability company (“LJA V”).

(ii) Cetus Capital II, LLC, a Delaware limited liability company (“Cetus II”), is a single member LLC whose only member is Littlejohn Fund IV, L.P., a Delaware limited partnership (“LJF IV”), and whose general partner is Littlejohn Associates IV, LLC, a Delaware limited liability company (“LJA IV”).

(iii) Littlejohn Opportunities Master Fund LP, a Cayman Islands limited partnership (“LJOMF”), whose general partner is Littlejohn Opportunities GP LLC, a Delaware limited liability company (“LJOGP”).

(iv) VSS Fund, L.P., a Delaware limited partnership (“VSS”), whose general partner is LJOGP.

(v) OFM II, L.P., a Delaware limited partnership (“OFM”), whose general partner is Littlejohn Opportunities GP II, LLC, a Delaware limited liability company (“LJOGP II”).

(b)                                  The address of the principal business office of each of the Reporting Persons is 8 Sound Shore Drive, Suite 303, Greenwich, CT 06830.

(c)                                   Cetus III, Cetus II, LJOMF, VSS and OFM are private investment vehicles engaged in investing in debt and equity instruments.  LJF IV is principally engaged in the business of investing and managing private equity investments.  The principal business of LJA V is to act as the general partner of Cetus III.  The principal business of LJA IV is to act as the general partner of LJF IV.  The principal business of LJOGP is to act as the general partner of LJOMF and VSS. The principal business of LJOGP II is to act as the general partner of OFM.

(d)-(e)                During the last five years, none of the Reporting Persons or, to their knowledge, any of the directors or executive officers of the Reporting Persons, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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)                                    Cetus II, LJA V, LJA IV, LJOGP and LJOGP II are Delaware limited liability companies. Cetus III, VSS and OFM are Delaware limited partnerships. LJOMF is a Cayman Islands limited partnership.

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Item 5.          Interest in Securities of the Issuer

Item 5 of the statement is hereby supplemented by adding the following information:

(a)-(b)               The Reporting Persons no longer beneficially own any Shares.

(c)                                   The Reporting Persons conducted 60 open market sales of Shares in the ordinary course of business since the most recent Schedule 13D filing:

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In addition, all shares of the Issuer’s common stock held by the Reporting Persons immediately prior to completion of the Merger described above were converted into the right to receive Granite common stock pursuant to the terms of the Merger Agreement.

Except as set forth above, there have been no transactions with respect to the Shares during the sixty days prior to the date of this statement by the Reporting Persons or, to their knowledge, by any executive officer or director of the Reporting Persons.

(d)                                  As a result of the Merger, Granite owns 100% of the Issuer’s outstanding common stock.

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(e)                                   Each Reporting Person ceased to be the beneficial owner of more than five percent of the Shares following completion of the Merger on June 14, 2018. Accordingly, this is an exit filing and the Reporting Persons’ final amendment to Schedule 13D.

Item 7.  Material to be Filed as Exhibits

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

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EXHIBIT INDEX

Exhibit

Exhibit A:                         Joint Filing Agreement.

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EXHIBIT A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the common stock, par value $0.01 per share, of Layne Christensen Company, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of June 18, 2018.

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