Sec Form 13G Filing - DONDERO JAMES D filing for CHICO'S FAS INC. (CHS) - 2024-02-02

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

SCHEDULE 13G

(Rule 13d-102)

 

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2

 

 

 

 

 

Chicos FAS, Inc.

(Name of Issuer)

 
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 
 

168615102

(CUSIP Number)

 
 

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

 

Rule 13d-1(b)

 

Rule 13d-1(c)

 

Rule 13d-1(d)

 

 

 

CUSIP No. 168615102

 

13G

Page 2 of 11

 

1

NAME OF REPORTING PERSONS

NexPoint Event Driven Fund

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ 
(b) ☒

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

 

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

314,461

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

314,461

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

314,461

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.3% (1)

12

TYPE OF REPORTING PERSON*

 

IV

 

(1)

Calculated based on based 123,457,364 shares of common stock (“Shares”) outstanding as November 21, 2023, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 30, 2023 (the “Quarterly Report”).

 

 

CUSIP No. 168615102

 

13G

Page 3 of 11

 

1

NAME OF REPORTING PERSONS

NexPoint Merger Arbitrage Fund

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ 
(b) ☒

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

 

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

7,239,909

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

7,239,909

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,239,909

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.9% (1)

12

TYPE OF REPORTING PERSON*

 

IV

 

(1)

Calculated based on based 123,457,364 Shares outstanding as November 21, 2023, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report.

 

 

CUSIP No. 168615102

13G

Page 4 of 11

 

1

NAME OF REPORTING PERSONS

NexPoint Asset Management, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ 
(b) ☒

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

314,461

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

314,461

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

314,461

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.3% (1)

12

TYPE OF REPORTING PERSON*

 

IA, PN

 

(1)

Calculated based on based 123,457,364 Shares outstanding as November 21, 2023, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report.

 

 

CUSIP No. 168615102

13G

Page 5 of 11

 

1

NAME OF REPORTING PERSONS

Oak Hill NexPoint Merger Arbitrage Fund

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ 
(b) ☒

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

468,660

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

468,660

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

468,660

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.4% (1)

12

TYPE OF REPORTING PERSON*

 

IV

 

(1)

Calculated based on based 123,457,364 Shares outstanding as November 21, 2023, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report.

 

 

 

CUSIP No. 168615102

13G

Page 6 of 11

 

1

NAME OF REPORTING PERSONS

James D. Dondero

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ☐ 
(b) ☒

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

 

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

8,023,030

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

8,023,030

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,023,030

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.5% (1)

12

TYPE OF REPORTING PERSON*

 

HC, IN

 

(1)

Calculated based on based 123,457,364 Shares outstanding as November 21, 2023, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report.

 

 

 

CUSIP No. 168615102

13G

Page 7 of 11

 

SCHEDULE 13G

 

This Schedule 13G (this “Schedule 13G”) is being filed on behalf of NexPoint Event Driven Fund, a Delaware Statutory Trust, NexPoint Merger Arbitrage Fund, a Delaware Statutory Trust, NexPoint Asset Management, L.P., a Delaware limited partnership, Oak Hill NexPoint Merger Arbitrage Fund, an investment trust established under the laws of the Province of Ontario and James D. Dondero, a United States citizen.

 

Item 1(a)

Name of Issuer.

 

Chico’s FAS, Inc.

 

Item 1(b)

Address of Issuers Principal Executive Offices.

 

11215 Metro Parkway
Fort Myers, FL 33966

 

Item 2(a)

Name of Person Filing.

 

NexPoint Event Driven Fund

NexPoint Merger Arbitrage Fund

NexPoint Asset Management, L.P

Oak Hill NexPoint Merger Arbitrage Fund

James D. Dondero

 

Item 2(b)

Address of Principal Business Office, or, if none, Residence.

 

300 Crescent Court, Suite 700

Dallas, Texas 75201

 

Item 2(c)

Citizenship or Place of Organization.

 

NexPoint Event Driven Fund is a Delaware Statutory Trust.

NexPoint Merger Arbitrage Fund is a Delaware Statutory Trust.

NexPoint Asset Management L.P. is a Delaware limited partnership.

Oak Hill NexPoint Merger Arbitrage Fund is an investment trust established under the laws of the Province of Ontario.

James D. Dondero is a United States citizen.

 

Item 2(d)

Title of Class of Securities.

 

Common Stock, par value $0.01 per share

 

 

 

CUSIP No. 168615102

13G

Page 8 of 11

 

Item 2(e)

CUSIP Number.

 

168615102

 

Item 3

Reporting Person.

 

 

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

 

 

(a)  ☐

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

 

(b)  ☐

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

 

(c)  ☐

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

 

(d)  ☒

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

 

(e)  ☒

An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).

 

 

(f)  ☐

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

 

 

(g)  ☒

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

 

 

(h)  ☐

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

 

 

(i)  ☐

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

 

 

(j)  ☐

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Item 4

Ownership.

 

 

(a)

Amount beneficially owned:

 

NexPoint Event Driven Fund: 314,461 shares

NexPoint Merger Arbitrage Fund: 7,239,909 shares

NexPoint Asset Management, L.P: 314,461 shares

Oak Hill NexPoint Merger Arbitrage Fund: 468,660 shares

James D. Dondero: 8,023,030 shares

 

 

CUSIP No. 168615102

 

13G

Page 9 of 11

 

 

(b)

Percent of Class:

 

NexPoint Event Driven Fund: 0.3%

NexPoint Merger Arbitrage Fund:5.9%

NexPoint Asset Management, L.P: 0.3%

Oak Hill NexPoint Merger Arbitrage Fund: 0.4%

James D. Dondero: 6.5%

 

 

 

(c)

Number of shares as to which the person has:

 

 

(i)

Sole power to vote or to direct the vote:

 

NexPoint Event Driven Fund: 0 shares

NexPoint Merger Arbitrage Fund: 0 shares

NexPoint Asset Management, L.P: 0 shares

Oak Hill NexPoint Merger Arbitrage Fund: 0 shares

James D. Dondero: 0 shares

 

 

 

(ii)

Shared power to vote or direct the vote:

 

NexPoint Event Driven Fund: 314,461 shares

NexPoint Merger Arbitrage Fund: 899,066 shares

NexPoint Asset Management, L.P: 314,461 shares

Oak Hill NexPoint Merger Arbitrage Fund: 468,660 shares

James D. Dondero: 8,023,030 shares

 

 

(iii)

Sole power to dispose or to direct the disposition of:

 

NexPoint Event Driven Fund: 0 shares

NexPoint Merger Arbitrage Fund: 0 shares

NexPoint Asset Management, L.P: 0 shares

Oak Hill NexPoint Merger Arbitrage Fund: 0 shares

James D. Dondero: 0 shares

 

 

(iv)

Shared power to dispose or to direct the disposition of:

 

NexPoint Event Driven Fund: 314,461 shares

NexPoint Merger Arbitrage Fund: 899,066 shares

NexPoint Asset Management, L.P: 314,461 shares

Oak Hill NexPoint Merger Arbitrage Fund: 468,660 shares

James D. Dondero: 8,023,030 shares

 

 

CUSIP No. 168615102

 

13G

Page 10 of 11

 

Item 5

Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]

 

Item 6

Ownership of More Than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7

Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

 

Not applicable.

 

Item 8

Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9

Notice of Dissolution of Group.

 

Not applicable.

 

Item 10

Certification.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

 

 

CUSIP No. 168615102

 

13G

Page 11 of 11

 

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: February 2, 2024

 

 

 

NEXPOINT EVENT DRIVEN FUND

 

 

 

 

 

 

 

 

 

 

By:

/s/ Stephanie Vitiello< /p>

 

 

Name:

Stephanie Vitiello

 

 

Title:

Secretary and Chief Compliance Officer

 

       
  NEXPOINT MERGER ARBITRAGE FUND  
       
  By: /s/ Frank Waterhouse  
  Name: Frank Waterhouse  
  Title: Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Treasurer  
       
 

NEXPOINT ASSET MANAGEMENT, L.P.

By: Strand Advisors GP, LLC, its general partner.

 
       
  By: /s/ James D. Dondero  
 

Name: James D. Dondero

Title: Sole Member

 
       
 

OAK HILL NEXPOINT MERGER ARBITRAGE

FUND

 
       
  By: /s/ Robert Jackson  
  Name: Robert Jackson  
  Title: Chief Compliance Officer  
       
  /s/ James D. Dondero  
  James D. Dondero  
       

 

 

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the common stock of Chico’s FAS, Inc. and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

 

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

 

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

 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 2, 2024.

 

 

NEXPOINT EVENT DRIVEN FUND

 

 

 

 

 

 

 

 

 

 

By:

/s/ Stephanie Vitiello

 

 

Name:

Stephanie Vitiello

 

 

Title:

Secretary and Chief Compliance Officer

 

       
  NEXPOINT MERGER ARBITRAGE FUND  
       
  By: /s/ Frank Waterhouse  
  Name: Frank Waterhouse  
  Title: Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Treasurer  
       
 

NEXPOINT ASSET MANAGEMENT, L.P.

By: Strand Advisors GP, LLC, its general partner.

 
       
  By: /s/ James D. Dondero  
 

Name: James D. Dondero

Title: Sole Member

 
       
 

OAK HILL NEXPOINT MERGER ARBITRAGE

FUND

 
       
&#x A0; By: /s/ Robert Jackson  
  Name: Robert Jackson  
  Title: Chief Compliance Officer  
       
  /s/ James D. Dondero  
  James D. Dondero