eh1100532_sc13d-naep.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. __ )*
Under the Securities Exchange Act of 1934
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NORTH AMERICAN ENERGY PARTNERS INC.
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(Name of Issuer)
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COMMON STOCK (NO PAR VALUE)
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(Title of Class of Securities)
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656844107
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(CUSIP Number)
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Philip A. Falcone
Chief Executive Officer and President
450 Park Avenue, 27th Floor
New York, New York 10022
(212) 906-8555
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
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June 15, 2011 (1)
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(Date of Event Which Requires Filing of this Statement)
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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. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* 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).
_________
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IMPORTANT NOTE: This Schedule 13D was previously filed on June 27, 2011 under CIK 0001272869. This Schedule 13D is being filed solely to reflect the change in issuer CIK number and not to reflect any other change in the information herein.
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CUSIP No. 656844107
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Page 1 of 6
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1
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NAME OF REPORTING PERSON
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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5
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CHECK BOX 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
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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
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14
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TYPE OF REPORTING PERSON
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CUSIP No. 656844107
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Page 2 of 6
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1
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NAME OF REPORTING PERSON
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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5
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CHECK BOX 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
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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
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14
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TYPE OF REPORTING PERSON
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CUSIP No. 656844107
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Page 3 of 6
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Item 1. Security and Issuer.
This Schedule 13D is being filed by the undersigned with respect to the shares of Common Stock, no par value per share (the “Shares”), of North American Energy Partners Inc., a Canadian corporation (the “Issuer”). The principal executive offices of the Issuer are located at 500 4th Avenue SW, Suite 2400, Calgary, Alberta, T2P-2V6, Canada.
Item 2. Identity and Background.
(a-c, f) This Schedule 13D is being filed by Harbinger Group Inc., a Delaware corporation (“HGI”) and Mr. Philip Falcone (together with HGI, the “Reporting Persons”), with respect to the 3,600,000 Shares that may be deemed to be beneficially owned by the Reporting Persons. The Shares reported in this Schedule 13D are held in the name of HGI Funding, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of HGI (“HGI Funding”). The information required by General Instruction C to Schedule 13D with respect to (i) the executive officers and directors of HGI (except for Mr. Falcone who is a Reporting Person) is listed on Schedule A hereto and (ii) each person controlling HGI is listed on Schedule B hereto (the persons identified in clause (i) and (ii), the “Instruction C Persons”, and together with the Reporting Persons, the “Harbinger Persons”). HGI is a holding company and its principal business address is 450 Park Avenue, 27th Floor, New York, NY 10022. Mr. Falcone is the President, Chief Executive Officer and Chairman of the Board of Directors of HGI. Mr. Falcone’s relationship with the Instruction C Persons is described in Schedule B hereto.
(d) None of the Harbinger Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Harbinger Persons have, during the last five years, 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.
Item 3. Source and Amount of Funds or Other Consideration.
The funds used for the purchase of the Shares were derived from general working capital, which may have included margin account borrowings made in the ordinary course of business. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Shares reported herein. A total of approximately $29 millon was paid to acquire the Shares.
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CUSIP No. 656844107
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Page 4 of 6
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Item 4. Purpose of Transaction.
Each Harbinger Person expects to evaluate on an ongoing basis the Issuer’s financial condition and prospects and its interest in, and intentions with respect to, the Issuer and their investment in the securities of the Issuer, which review may be based on various factors, including the Issuer’s business and financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s securities in particular, as well as other developments and other investment opportunities, which, if effected, could result in, among other things, any of the matters identified in Items 4(a)-(j) of Schedule 13D. Accordingly, each Harbinger Person reserves the right to change its intentions and develop plans or proposals at any time, as it deems appropriate. In particular, each Harbinger Person may at any time and from time to time, (i) in the open market, in privately negotiated transactions or otherwise, acquire additional Shares or other securities of the Issuer, including acquisitions from affiliates of the Harbinger Persons; (ii) dispose or transfer of all or a portion of the securities of the Issuer, including the Shares, that the Harbinger Persons now own or may hereafter acquire to any person or entity, including dispositions to affiliates of the Harbinger Persons; (iii) enter into derivative transactions with institutional counterparties with respect to the Issuer’s securities; (iv) cause or seek to cause the Issuer or any of its subsidiaries to acquire all or a portion of another person's assets or business, including acquisitions from affiliates of the Harbinger Persons; (v) cause or seek to cause the Issuer or any of its subsidiaries to enter into one or more acquisitions, business combinations or mergers or to sell, transfer or otherwise dispose of all or any portion of its assets or business to any person or entity, including acquisitions, business combinations, mergers, sales, transfers and other dispositions with or to affiliates of the Harbinger Persons; (vi) restructure the Issuer’s or any of its subsidiaries’ capitalization, indebtedness or holding company arrangements; (vii) make personnel changes to the present management of the Issuer deemed necessary or desirable; (viii) change the identity of the directors of the Issuer; (ix) make or propose any other material change in the Issuer’s or any of its subsidiaries’ corporate structure or business; or (x) engage in communications with one or more stockholders, officers or directors of the Issuer and other persons regarding any of the matters described in clauses (i) through (ix) above.
Item 5. Interest in Securities of the Issuer.
References to percentage ownerships of Shares in this Schedule 13D are based upon the 36,242,526 Shares stated to be outstanding as of March 31, 2011 by the Issuer in its Annual Report on Form 40-F for the fiscal year ended March 31, 2011, filed with the SEC on June 2, 2011. The Shares reported in this Schedule 13D are held in the name of HGI Funding. Other than any beneficial ownership which may be deemed to exist as a result of the relationships around the Harbinger Persons discussed herein (which beneficial ownership is disclaimed), the Instruction C Persons do not beneficially own any Shares.
(a, b) As of the date hereof, HGI may be deemed to be the beneficial owner of 3,600,000 Shares, constituting 9.93% of the outstanding Shares.
HGI has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 3,600,000 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 3,600,000 Shares.
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CUSIP No. 656844107
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Page 5 of 6
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(a, b) As of the date hereof, Philip Falcone may be deemed to be the beneficial owner of 3,600,000 Shares, constituting 9.93% of the outstanding Shares.
Mr. Falcone has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 3,600,000 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 3,600,000 Shares.
(c) The trading dates, number of Shares purchased and sold and price per Share for all transactions in the Shares that were effected by the Reporting Persons in the past sixty days are set forth in Exhibit A hereto.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
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Exhibit A:
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Transactions in the Shares.
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| Exhibit B: |
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Joint Filing Agreement. |
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CUSIP No. 656844107
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Page 6 of 6
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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.
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HARBINGER GROUP INC.
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By:
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/s/ Philip A. Falcone
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Name:
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Philip A. Falcone
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Title:
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Chief Executive Officer and President
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/s/ Philip A. Falcone |
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Philip A. Falcone
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June 27, 2011
Attention: Intentional misstatements or omissions of fact constitute federal violations (see 18 U.S.C. 1001).
Schedule A
Executive Officers and Directors of HGI
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Name
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Business Address
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Citizenship
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Principal Occupation
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Peter Jenson
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450 Park Avenue, 27th Floor, New York, NY 10022
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U.S.
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Chief Operating Officer, Director
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Francis McCarron
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450 Park Avenue, 27th Floor, New York, NY 10022
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U.S.
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Executive Vice President, Chief Financial Officer
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Richard H. Hagerup
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450 Park Avenue, 27th Floor, New York, NY 10022
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U.S.
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Interim Chief Accounting Officer
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Lap Wai Chan
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450 Park Avenue, 27th Floor, New York, NY 10022
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U.S.
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Director
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Thomas Hudgins
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450 Park Avenue, 27th Floor, New York, NY 10022
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U.S.
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Director
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Robert Leffler, Jr.
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450 Park Avenue, 27th Floor, New York, NY 10022
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U.S.
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Director
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Keith Hladek
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450 Park Avenue, 27th Floor, New York, NY 10022
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U.S.
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Director
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Robin Roger
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450 Park Avenue, 27th Floor, New York, NY 10022
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U.S.
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Director
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David Maura
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450 Park Avenue, 27th Floor, New York, NY 10022
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U.S.
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Director
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Omar Asali
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450 Park Avenue, 27th Floor, New York, NY 10022
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U.S.
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Director
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HGI Controlling Persons
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Name
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Business Address
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Citizenship
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Principal Occupation
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Harbinger Capital Partners Master Fund I, Ltd. (the “Master Fund”)
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c/o International Fund Services (Ireland) Limited, 78 Sir John Rogerson’s Quay, Dublin 2, Ireland
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Cayman Islands
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Investment Vehicle
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Harbinger Capital Partners LLC (“Harbinger LLC”)
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450 Park Avenue, 30th Floor, New York, NY 10022
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Delaware
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Investment Manager of the Master Fund
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Harbinger Holdings, LLC (“Harbinger Holdings”)
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450 Park Avenue, 30th Floor, New York, NY 10022
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Manager of Harbinger LLC, Managing Member of HCPSS (as defined below)
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Harbinger Capital Partners Special Situations Fund, L.P. (the “Special Fund”)
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450 Park Avenue, 30th Floor, New York, NY 10022
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Investment Vehicle
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Harbinger Capital Partners Special Situations GP, LLC (“HCPSS”)
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450 Park Avenue, 30th Floor, New York, NY 10022
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General Partner of the Special Fund
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| Global Opportunities Breakaway Ltd. (the “Global Fund”) |
c/o Maples Corporate Services Limited, PO Box 309,
Ugland House, Grand Cayman, Cayman Islands KY1-1104
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Cayman Islands |
Investment Vehicle
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| Harbinger Capital Partners II LP |
450 Park Avenue, 30th Floor, New York, NY 10022
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Delaware
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Investment Manager of the Global Fund
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450 Park Avenue, 30th Floor, New York, NY 10022
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Managing Member of Harbinger Holdings, Portfolio Manager of the Master Fund, Portfolio Manager of the Special Fund
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Exhibit A
Transactions in the Shares
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Transaction Date
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Quantity
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Price
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May 20, 2011
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238,000 |
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$ |
7.80 |
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May 20, 2011
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252,000 |
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$ |
7.59 |
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May 20, 2011
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10,000 |
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$ |
7.60 |
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May 23, 2011
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57,500 |
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$ |
7.93 |
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May 23, 2011
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25,000.00 |
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$ |
7.96 |
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May 24, 2011
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52,900.00 |
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$ |
8.30 |
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May 24, 2011
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120,860 |
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$ |
8.32 |
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May 25, 2011
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100,000 |
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$ |
8.73 |
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May 25, 2011
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147,506 |
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$ |
8.72 |
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May 25, 2011
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47,200 |
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$ |
8.73 |
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May 26, 2011
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150,000 |
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$ |
9.34 |
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May 26, 2011
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176,119 |
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$ |
9.25 |
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May 26, 2011
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194,100 |
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$ |
9.24 |
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May 27, 2011
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55,000 |
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$ |
9.54 |
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May 27, 2011
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37,400 |
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$ |
9.54 |
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May 31, 2011
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86,415 |
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$ |
9.38 |
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June 13, 2011
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10,200 |
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$ |
6.99 |
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June 13, 2011
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6,300 |
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$ |
6.97 |
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June 14, 2011
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40,000 |
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$ |
7.19 |
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June 15, 2011
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200,000 |
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$ |
7.33 |
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June 15, 2011
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85,800 |
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$ |
7.31 |
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June 16, 2011
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176,365 |
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$ |
7.36 |
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June 16, 2011
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17,800 |
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$ |
7.29 |
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June 17, 2011
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200,000 |
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$ |
7.55 |
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June 17, 2011
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50,000 |
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$ |
7.52 |
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June 20, 2011
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300,000 |
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$ |
7.55 |
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June 21, 2011
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510,000 |
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$ |
7.61 |
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June 21, 2011
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50,000 |
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$ |
7.63 |
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June 21, 2011
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40,000 |
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$ |
7.64 |
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June 22, 2011
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150,000 |
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$ |
7.61 |
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June 23, 2011
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13,535 |
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$ |
7.23 |
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Exhibit B
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock, no par value per share of North American Energy Partners Inc., dated as of June 27, 2011 is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
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HARBINGER GROUP INC.
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By:
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/s/ Philip A. Falcone
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Name:
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Philip A. Falcone
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Title:
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Chief Executive Officer and President
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/s/ Philip A. Falcone |
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Philip A. Falcone
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June 27, 2011