Amendment: SEC Form SCHEDULE 13D/A filed by Civeo Corporation (Canada)
$CVEO
Hotels/Resorts
Consumer Discretionary
|
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.
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. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC 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)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,111,951.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 17878Y207 |
| 1 |
Name of reporting person
Engine Jet Capital, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC 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)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
112,228.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 17878Y207 |
| 1 |
Name of reporting person
Engine Lift Capital, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC 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)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
113,935.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 17878Y207 |
| 1 |
Name of reporting person
Engine Capital Management, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC 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)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,338,114.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 17878Y207 |
| 1 |
Name of reporting person
Engine Capital Management GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC 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)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,338,114.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 17878Y207 |
| 1 |
Name of reporting person
Engine Investments, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC 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)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,224,179.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 17878Y207 |
| 1 |
Name of reporting person
Engine Investments II, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC 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)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
113,935.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 17878Y207 |
| 1 |
Name of reporting person
Ajdler Arnaud | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC 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)
| ||||||||
| 6 | Citizenship or place of organization
BELGIUM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,338,114.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.8 % | ||||||||
| 14 | Type 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|