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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB APPROVAL
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OMB Number: 3235-0145
Expires: February 28, 2009
Estimated average burden
hours per response 10.4
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.)*
Civeo Corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
178787107
(CUSIP Number)
Greenlight Capital, Inc.
140 East 45th Street, Floor 24
New York, New York 10017
Tel. No.: (212) 973-1900
Attention: Chief Operating Officer
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
- with copies to -
Barry N. Hurwitz
Bingham McCutchen LLP
One Federal Street
Boston, MA 02110
(617) 951-8000
September 30, 2014
(Date of Event Which Requires Filing of this Statement)
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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1
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Names of Reporting Persons.
Greenlight Capital, Inc.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Source of Funds (See Instructions):
AF, WC
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5
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Check 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.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
6,860,707
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
6,860,707
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
6,860,707
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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13
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Percent of Class Represented by Amount in Row (11)
6.4%
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14
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Type of Reporting Person (See Instructions)
CO, IA
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1
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Names of Reporting Persons.
DME Advisors GP, LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Source of Funds (See Instructions):
AF, WC
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5
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Check 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.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
3,798,222
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
3,798,222
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,798,222
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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13
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Percent of Class Represented by Amount in Row (11)
3.6%
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14
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Type of Reporting Person (See Instructions)
OO, HC
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1
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Names of Reporting Persons.
DME Capital Management, LP
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Source of Funds (See Instructions):
AF, WC
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5
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Check 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.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
2,281,700
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
2,281,700
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,281,700
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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13
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Percent of Class Represented by Amount in Row (11)
2.1%
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14
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Type of Reporting Person (See Instructions)
PN, IA
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1
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Names of Reporting Persons.
DME Advisors, L.P.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Source of Funds (See Instructions):
AF, WC
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5
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Check 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.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
1,516,522
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
1,516,522
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,516,522
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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13
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Percent of Class Represented by Amount in Row (11)
1.4%
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14
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Type of Reporting Person (See Instructions)
PN, IA
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1
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Names of Reporting Persons.
David Einhorn
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Source of Funds (See Instructions):
AF, WC
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5
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Check 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.
USA
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
10,658,929
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
10,658,929
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
10,658,929
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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13
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Percent of Class Represented by Amount in Row (11)
9.99%
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14
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Type of Reporting Person (See Instructions)
IN, HC
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SCHEDULE 13D
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Item 1.
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Security and Issuer
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This Schedule 13D relates to Common Stock, par value $0.01 per share (the “Common Stock”), of Civeo Corporation, a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is Three Allen Center, 333 Clay Street, Suite 4980, Houston, Texas 77002.
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Item 2.
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Identity and Background
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(a) This Schedule 13D is being filed on behalf of (i) Greenlight Capital, Inc., a Delaware corporation (“Greenlight Inc.”); (ii) DME Advisors GP, LLC, a Delaware limited liability company (“Advisors GP”); (iii) DME Capital Management, LP, a Delaware limited partnership (“DME CM”); (iv) DME Advisors, L.P., a Delaware limited partnership (“DME Advisors”); and (v) David Einhorn (“Mr. Einhorn” and together with Greenlight Inc., Advisors GP, DME CM and DME Advisors, the “Reporting Persons”).
Greenlight Inc. acts as investment manager for Greenlight Capital, L.P., a Delaware limited partnership, Greenlight Capital Qualified, L.P., a Delaware limited partnership, and Greenlight Capital Offshore Partners, a British Virgin Islands partnership. DME CM acts as the investment manager for Greenlight Capital Offshore Master (Gold), Ltd., a British Virgin Islands company and for Greenlight Capital (Gold), LP, a Delaware limited partnership. Advisors GP is the general partner of DME CM and the general partner of DME Advisors, the investment manager for a managed account. Mr. Einhorn is the principal of each of Greenlight Inc., Advisors GP, DME CM and DME Advisors. The shares of Common Stock reported herein are held for the account of the private investment funds and managed account described above (collectively, the “Funds”). The Reporting Persons may be deemed to beneficially own such shares in light of the Reporting Persons’ voting and investment powers with respect thereto. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of its pecuniary interest in such shares, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for any purpose.
(b) The business address of each of the Reporting Persons is 140 East 45 Street, Floor 24, New York, NY 10017.
(c) The principal business of each of Greenlight Inc., DME CM and DME Advisors is to provide investment management services to private individuals and institutions. The principal business of Advisors GP is to serve as the general partner of DME CM and DME Advisors. The principal occupation of Mr. Einhorn is investment management.
(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons has, 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.
(f) See Item 6 of the respective cover page of each Reporting Person.
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Item 3.
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Source and Amount of Funds or Other Consideration
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Of the shares of Common Stock reported herein, 6,154,400 shares were acquired by the Funds in connection with the Issuer’s spin-off from Oil States International, Inc. The Reporting Persons acquired the remaining shares through the transactions reported in Item 5 below using working capital of the Funds.
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Item 4.
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Purpose of Transaction
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The Reporting Persons caused the Funds to acquire the shares reported herein for portfolio investment purposes. On September 29, 2014, the Issuer announced that following an assessment by its board of directors of structural alternatives for the Issuer, the board concluded that the Issuer would continue as a corporation (C-corp) and redomicile to Canada. The Issuer stated that the board considered, among other alternatives, a potential conversion to a real estate investment trust (REIT).
Since the announcement, the Reporting Persons have had conversations with the board and management of the Issuer, and expect to continue having such conversations. During these constructive conversations with the board, the Reporting Persons made the following suggestions as to what the Issuer should do:
- the Issuer should take on leverage to make its capital structure more appropriate for a real estate company;
- the Issuer should implement an aggressive program of returning capital to shareholders through a well-communicated dividend policy; and
- the Issuer should replace the CEO, Bradley Dodson, who the Reporting Persons believe has lost the support and confidence of the Issuer’s shareholders.
The Reporting Persons expect to continue to discuss the Issuer’s structural alternatives and other matters related to the Issuer with directors and officers of the Issuer, other shareholders and third parties. These may include discussions regarding the Reporting Persons’ views on issues relating to the strategic direction undertaken by the Issuer and other matters of interest to stockholders generally.
The Reporting Persons intend to review their respective investments in the Issuer on a continuing basis and may from time to time and at any time in the future depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer’s financial position and strategic direction, actions taken by the board, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, take such actions with respect to the investment in the Issuer as they deem appropriate, including: (i) acquiring additional shares of Common Stock and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of the Common Stock or the Issuer (collectively, “Securities”) of the Issuer in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D, including, without limitation, engaging in proxy contests.
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Item 5.
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Interest in Securities of the Issuer
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(a) and (b) See Items 7-11 of the cover pages and Item 2 above.
The percentage calculations herein are based upon the statement in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, as filed with the Securities and Exchange Commission on August 13, 2014, that there were 106,695,984 outstanding shares of Common Stock of the Issuer as of August 8, 2014.
(c) The following table lists the transactions in the Common Stock that were effected by the Funds, in the aggregate, during the sixty day period prior to the filing of this Schedule 13D. Each transaction listed below reflects the aggregate number of shares purchased or sold through a particular broker on the applicable date, and the corresponding price reflects the average price per share in connection with such transaction.
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Transaction
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Date
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No. Shares
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Price
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Open market sale
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08/13/2014
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113,798
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$25.8658
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Open market sale
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08/21/2014
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9,776
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$25.5466
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Open market sale
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08/22/2014
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600
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$25.5233
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Open market sale
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08/28/2014
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25,000
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$25.4000
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Open market sale
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08/28/2014
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14,991
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$25.4236
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Open market sale
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08/29/2014
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37,575
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$25.4099
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Open market sale
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09/02/2014
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94,860
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$25.5075
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Open market sale
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09/03/2014
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20,000
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$25.5700
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Open market sale
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09/03/2014
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30,638
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$25.8308
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Open market sale
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09/05/2014
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4,800
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$24.8021
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Open market sale
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09/05/2014
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95,200
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$24.9449
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Open market sale
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09/08/2014
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102,100
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$25.1648
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Open market sale
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09/08/2014
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10,700
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$25.3723
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Open market sale
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09/09/2014
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74,839
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$24.9737
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Open market sale
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09/09/2014
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16,200
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$25.1319
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Open market sale
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09/10/2014
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3,323
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$24.8903
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Open market sale
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09/11/2014
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100,000
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$25.1288
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Open market sale
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09/12/2014
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10,000
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$24.9000
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Open market sale
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09/12/2014
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71,999
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$24.9338
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Open market sale
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09/12/2014
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18,001
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$24.9873
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Open market sale
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09/15/2014
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20,004
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$24.9383
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Open market sale
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09/16/2014
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36,578
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$24.9756
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Open market sale
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09/17/2014
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209,400
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$25.0376
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Open market sale
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09/17/2014
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18,900
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$25.0722
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Open market sale
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09/18/2014
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100,000
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$25.3785
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Open market sale
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09/19/2014
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70,859
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$25.6553
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Open market sale
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09/19/2014
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50,800
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$25.8657
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Open market sale
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09/19/2014
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11,193
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$25.9739
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Open market sale
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09/22/2014
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11,800
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$24.9014
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Open market sale
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09/22/2014
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21,072
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$24.9090
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Open market sale
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09/23/2014
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7,300
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$24.9325
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Open market sale
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09/24/2014
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20,000
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$24.9243
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Open market sale
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09/24/2014
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60,000
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$25.0672
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Open market sale
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09/24/2014
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40,000
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$25.0993
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Open market sale
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09/25/2014
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10,700
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$24.9000
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Open market sale
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09/25/2014
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25,000
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$24.9200
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Open market sale
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09/25/2014
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26,394
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$24.9929
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Open market sale
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09/26/2014
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60,000
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$25.1148
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Open market purchase
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09/30/2014
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862,097
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$12.3787
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Open market purchase
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09/30/2014
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50,000
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$12.5000
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Open market purchase
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09/30/2014
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92,303
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$12.6066
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Open market purchase
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09/30/2014
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650,000
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$12.6592
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Open market purchase
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10/01/2014
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284,500
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$11.8850
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Open market purchase
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10/01/2014
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120,000
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$12.0250
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Open market purchase
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10/01/2014
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374,952
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$12.1605
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Open market purchase
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10/01/2014
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120,000
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$12.3667
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Open market purchase
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10/01/2014
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125,048
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$12.4049
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Open market purchase
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10/02/2014
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112,778
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$12.3995
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Open market purchase
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10/02/2014
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130,000
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$12.4500
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Open market purchase
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10/03/2014
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52,720
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$12.6619
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Open market purchase
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10/03/2014
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20,900
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$12.7207
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Open market purchase
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10/03/2014
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48,300
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$12.7500
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Open market purchase
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10/03/2014
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196,900
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$12.8350
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Open market purchase
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10/03/2014
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37,360
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$12.9934
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Open market purchase
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10/06/2014
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122,000
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$12.7500
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Open market purchase
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10/06/2014
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106,716
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$12.9030
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Open market purchase
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10/07/2014
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282,300
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$12.9896
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Open market purchase
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10/07/2014
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80,000
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$12.8125
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Open market purchase
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10/07/2014
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738,000
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$12.7971
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Open market purchase
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10/07/2014
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50,000
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$12.6100
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Open market purchase
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10/07/2014
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269,427
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$12.8427
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Open market purchase
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10/07/2014
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200
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$12.6550
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Open market purchase
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10/08/2014
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364,050
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$12.5659
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Open market purchase
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10/08/2014
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568,000
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$12.6500
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Open market purchase
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10/08/2014
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100
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$12.4750
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Open market purchase
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10/09/2014
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200,000 |
$12.3796
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Open market purchase
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10/09/2014
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100,278 |
$12.3533
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(d) Not applicable.
(e) Not applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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The Funds have entered into cash settled swaps (the “Swaps”) with respect to an aggregate of 4,404,002 shares of Common Stock. The Swaps provide the Funds with economic results that are comparable to the economic results of ownership but do not provide them (or Reporting Persons acting on their behalf) with the power to vote or direct the voting or dispose of or direct the disposition of any shares of Common Stock. The counterparties to the Swaps are unaffiliated third party financial institutions.
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Item 7.
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Material to Be Filed as Exhibits
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Exhibit 99.1
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Joint Filing Agreement, by and among the Reporting Persons.
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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.
Date: October 9, 2014
Greenlight Capital, Inc.
By: /s/DANIEL ROITMAN
Daniel Roitman
Chief Operating Officer
DME Advisors GP, L.L.C.
By: /s/DANIEL ROITMAN
Daniel Roitman
Chief Operating Officer
DME Capital Management, LP
By: /s/DANIEL ROITMAN
Daniel Roitman
Chief Operating Officer
DME Advisors, L.P.
By: /s/DANIEL ROITMAN
Daniel Roitman
Chief Operating Officer
/s/DANIEL ROITMAN**
Daniel Roitman, on behalf of David Einhorn
** The Power of Attorney, executed by David Einhorn authorizing Harry Brandler and Daniel Roitman to sign and file this Schedule 13D on David Einhorn’s behalf, which was filed with a Schedule 13G filed with the Securities and Exchange Commission on July 18, 2005 by the Reporting Persons with respect to the Ordinary Shares of Flamel Technologies S.A., is hereby incorporated by reference.
Exhibit 99.1
JOINT FILING AGREEMENT
This Joint Filing Agreement, dated as of October 9, 2014, is by and among Greenlight Capital, Inc., DME Advisors GP, LLC, DME Capital Management, LP, DME Advisors, L.P. and David Einhorn (collectively, the "Filers").
Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G and/or 13D with respect to shares of Common Stock, $0.01 par value per share, of Civeo Corporation that may be beneficially owned by them from time to time.
Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.
This Joint Filing Agreement may be terminated by any of the Filers upon one week's prior written notice (or such lesser period of notice as the Filers may mutually agree) to the other party.
Executed and delivered as of the date first above written.
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GREENLIGHT CAPITAL, INC.
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By: /s/ Daniel Roitman
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Name: Daniel Roitman
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Title: Chief Operating Officer
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DME ADVISORS GP, L.L.C.
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By: /s/ Daniel Roitman
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Name: Daniel Roitman
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Title: Chief Operating Officer
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DME CAPITAL MANAGEMENT, LP
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By: /s/ Daniel Roitman
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Name: Daniel Roitman
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Title: Chief Operating Officer
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DME ADVISORS, L.P.
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By: /s/ Daniel Roitman
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Name: Daniel Roitman
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Title: Chief Operating Officer
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DAVID EINHORN
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/s/ Daniel Roitman
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Daniel Roitman, on behalf of David Einhorn
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