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    Amendment: SEC Form SCHEDULE 13D/A filed by Civeo Corporation (Canada)

    3/20/25 8:25:34 PM ET
    $CVEO
    Hotels/Resorts
    Consumer Discretionary
    Get the next $CVEO alert in real time by email



    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13D

    Under the Securities Exchange Act of 1934

    (Amendment No. 2)


    Civeo Corp

    (Name of Issuer)


    Common Shares, no par value

    (Title of Class of Securities)


    17878Y207

    (CUSIP Number)


    ANDREW FREEDMAN, ESQ.
    OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas
    New York, NY, 10019
    212-451-2300

    (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
    03/18/2025

    (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. Checkbox not checked

    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).






    SCHEDULE 13D

    CUSIP No.
    17878Y207


    1 Name of reporting person

    Engine Capital, L.P.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    WC
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    1,111,951.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    1,111,951.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    1,111,951.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    8.1 %
    14Type of Reporting Person (See Instructions)

    PN



    SCHEDULE 13D

    CUSIP No.
    17878Y207


    1 Name of reporting person

    Engine Jet Capital, L.P.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    WC
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    112,228.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    112,228.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    112,228.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0.8 %
    14Type of Reporting Person (See Instructions)

    PN



    SCHEDULE 13D

    CUSIP No.
    17878Y207


    1 Name of reporting person

    Engine Lift Capital, LP
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    WC
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    113,935.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    113,935.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    113,935.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0.8 %
    14Type of Reporting Person (See Instructions)

    PN



    SCHEDULE 13D

    CUSIP No.
    17878Y207


    1 Name of reporting person

    Engine Capital Management, LP
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    OO
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    1,338,114.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    1,338,114.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    1,338,114.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    9.8 %
    14Type of Reporting Person (See Instructions)

    PN



    SCHEDULE 13D

    CUSIP No.
    17878Y207


    1 Name of reporting person

    Engine Capital Management GP, LLC
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    OO
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    1,338,114.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    1,338,114.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    1,338,114.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    9.8 %
    14Type of Reporting Person (See Instructions)

    OO



    SCHEDULE 13D

    CUSIP No.
    17878Y207


    1 Name of reporting person

    Engine Investments, LLC
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    OO
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    1,224,179.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    1,224,179.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    1,224,179.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    9.0 %
    14Type of Reporting Person (See Instructions)

    OO



    SCHEDULE 13D

    CUSIP No.
    17878Y207


    1 Name of reporting person

    Engine Investments II, LLC
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    OO
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    113,935.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    113,935.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    113,935.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0.8 %
    14Type of Reporting Person (See Instructions)

    OO



    SCHEDULE 13D

    CUSIP No.
    17878Y207


    1 Name of reporting person

    Ajdler Arnaud
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    OO
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    BELGIUM
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    1,338,114.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    1,338,114.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    1,338,114.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    9.8 %
    14Type of Reporting Person (See Instructions)

    IN



    SCHEDULE 13D

    Item 1.Security and Issuer
    (a)Title of Class of Securities:

    Common Shares, no par value
    (b)Name of Issuer:

    Civeo Corp
    (c)Address of Issuer's Principal Executive Offices:

    THREE ALLEN CENTER, 333 CLAY STREET, SUITE 4400, HOUSTON, TEXAS , 77002.
    Item 1 Comment:
    The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned ("Amendment No. 2"). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D.
    Item 3.Source and Amount of Funds or Other Consideration
     
    Item 3 is hereby amended and restated as follows: The Shares purchased by each of Engine Capital, Engine Jet and Engine Lift were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 1,111,951 Shares beneficially owned by Engine Capital is approximately $26,267,559, including brokerage commissions. The aggregate purchase price of the 112,228 Shares beneficially owned by Engine Jet is approximately $2,650,607, including brokerage commissions. The aggregate purchase price of the 113,935 Shares beneficially owned by Engine Lift is approximately $2,693,259, including brokerage commissions.
    Item 4.Purpose of Transaction
     
    Item 4 is hereby amended to add the following: On March 18, 2025, the Reporting Persons delivered a letter (the "Letter") to the Issuer's Board of Directors (the "Board") which, among other things, expressed the Reporting Persons' belief that the Issuer is meaningfully undervalued and the Board must take certain drastic actions to close its large value gap. In the Letter, the Reporting Persons called on the Board to take the following actions to unlock value for the Issuer's stockholders: (1) Announce a change in the Issuer's capital allocation model: eliminate the dividend, target a leverage ratio of 1.75x and initiate a large tender offer to repurchase around 25% of the Issuer's outstanding shares; (2) Following the closing of the tender offer, enter into an automatic repurchase program and commit to continue repurchasing shares with free cash flows while maintaining a 1.75x leverage ratio. Abandon M&A; (3) In parallel with step 2, further reduce the Issuer's cost structure; and (4) At the right time, initiate a review of strategic alternatives. A copy of the letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
    Item 5.Interest in Securities of the Issuer
    (a)
    Item 5(a) is hereby amended and restated as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 13,653,647 Shares outstanding as of February 21, 2025, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2025. A. Engine Capital As of the date hereof, Engine Capital directly owned 1,111,951 Shares. Percentage: Approximately 8.1% B. Engine Jet As of the date hereof, Engine Jet directly owned 112,228 Shares. Percentage: 0.8% C. Engine Lift As of the date hereof, Engine Lift directly owned 113,935 Shares. Percentage: 0.8% D. Engine Management Engine Management, as the investment manager of each of Engine Capital, Engine Jet and Engine Lift, may be deemed to beneficially own the 1,338,114 Shares owned in the aggregate by Engine Capital, Engine Jet and Engine Lift. Percentage: Approximately 9.8% E. Engine GP Engine GP, as the general partner of Engine Management, may be deemed to beneficially own the 1,338,114 Shares owned in the aggregate by Engine Capital, Engine Jet and Engine Lift. Percentage: Approximately 9.8% F. Engine Investments Engine Investments, as the general partner of each of Engine Capital and Engine Jet, may be deemed to beneficially own the 1,224,179 Shares owned in the aggregate by Engine Capital and Engine Jet. Percentage: Approximately 9.0% G. Engine Investments II Engine Investments II, as the general partner of Engine Lift, may be deemed to beneficially own the 113,935 Shares owned by Engine Lift. Percentage: 0.8% H. Arnaud Ajdler Mr. Ajdler, as the managing partner of Engine Management and the managing member of each of Engine GP, Engine Investments and Engine Investments II, may be deemed to beneficially own the 1,338,114 Shares owned in the aggregate by Engine Capital, Engine Jet and Engine Lift. Percentage: Approximately 9.8% The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
    (b)
    Item 5(b) is hereby amended and restated as follows: A. Engine Capital 1. Sole power to vote or direct vote: 1,111,951 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,111,951 4. Shared power to dispose or direct the disposition: 0 B. Engine Jet 1. Sole power to vote or direct vote: 112,228 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 112,228 4. Shared power to dispose or direct the disposition: 0 C. Engine Lift 1. Sole power to vote or direct vote: 113,935 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 113,935 4. Shared power to dispose or direct the disposition: 0 D. Engine Management 1. Sole power to vote or direct vote: 1,338,114 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,338,114 4. Shared power to dispose or direct the disposition: 0 E. Engine GP 1. Sole power to vote or direct vote: 1,338,114 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,338,114 4. Shared power to dispose or direct the disposition: 0 F. Engine Investments 1. Sole power to vote or direct vote: 1,224,179 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,224,179 4. Shared power to dispose or direct the disposition: 0 G. Engine Investments II 1. Sole power to vote or direct vote: 113,935 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 113,935 4. Shared power to dispose or direct the disposition: 0 H. Arnaud Ajdler 1. Sole power to vote or direct vote: 1,338,114 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,338,114 4. Shared power to dispose or direct the disposition: 0
    (c)
    Item 5(c) is hereby amended and restated as follows: The transactions in the Shares by certain of the Reporting Persons since the filing of Amendment No. 1 are set forth on Exhibit1 attached hereto and are incorporated herein by reference.
    Item 7.Material to be Filed as Exhibits.
     
    Item 7 is hereby amended to add the following exhibits: 1 - Transactions in the Securities. 99.1 - Letter to the Board, dated March 18, 2025.

        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.

     
    Engine Capital, L.P.
     
    Signature:/s/ Arnaud Ajdler
    Name/Title:Arnaud Ajdler, Managing Member of Engine Investments, LLC, its General Partner
    Date:03/20/2025
     
    Engine Jet Capital, L.P.
     
    Signature:/s/ Arnaud Ajdler
    Name/Title:Arnaud Ajdler, Managing Member of Engine Investments, LLC, its General Partner
    Date:03/20/2025
     
    Engine Lift Capital, LP
     
    Signature:/s/ Arnaud Ajdler
    Name/Title:Arnaud Ajdler, Managing Member of Engine Investments II, LLC, its General Partner
    Date:03/20/2025
     
    Engine Capital Management, LP
     
    Signature:/s/ Arnaud Ajdler
    Name/Title:Arnaud Ajdler, Managing Member of Engine Capital Management GP, LLC, its General Partner
    Date:03/20/2025
     
    Engine Capital Management GP, LLC
     
    Signature:/s/ Arnaud Ajdler
    Name/Title:Arnaud Ajdler, Managing Member
    Date:03/20/2025
     
    Engine Investments, LLC
     
    Signature:/s/ Arnaud Ajdler
    Name/Title:Arnaud Ajdler, Managing Member
    Date:03/20/2025
     
    Engine Investments II, LLC
     
    Signature:/s/ Arnaud Ajdler
    Name/Title:Arnaud Ajdler, Managing Member
    Date:03/20/2025
     
    Ajdler Arnaud
     
    Signature:/s/ Arnaud Ajdler
    Name/Title:Arnaud Ajdler
    Date:03/20/2025
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