Sec Form 13D Filing - BLACK DIAMOND CAPITAL MANAGEMENT L.L.C. filing for KVH INDUSTRIES INC (KVHI) - 2022-08-26

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

Adam Tarkan

c/o Black Diamond Capital Management L.L.C.

2187 Atlantic Street, 9th Floor

Stamford, CT 06902

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

(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. ☒

 

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 the disclosures provided in a prior cover page.

 

The information required in 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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This Schedule 13D is being filed by the undersigned, pursuant to §240.13d-1(e), with respect to the Common Stock, par value $0.01 per share (the “Shares”), of KVH Industries, Inc. (the “Company”), whose principal executive offices are located at 50 Enterprise Center, Middletown, RI 02842. The Reporting Persons (as defined herein) previously reported their beneficial ownership of the Shares on a Schedule 13G filed pursuant to the provisions of Rule 13d-1(b) under the Act (most recently filed on April 11, 2022) and are filing this Schedule 13D pursuant to Rule 13d-1(e).

 

 

(a-c, f) This statement is filed by Black Diamond Capital Management, L.L.C. (“Black Diamond”) and Stephen H. Deckoff (“Mr. Deckoff”). Black Diamond and Mr. Deckoff are each referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Black Diamond exercises investment discretion on behalf of investment advisory affiliates that serve as investment advisers to Black Diamond investment vehicles for whose account the Shares reported herein are held. Mr. Deckoff is the Managing Principal of Black Diamond. Black Diamond and Mr. Deckoff accordingly may be deemed to be the beneficial owner of all of the Shares reported herein. The agreement among the Reporting Persons to file this statement jointly in accordance with Rule 13d-1(k) of the Act is attached as Exhibit A to this Schedule 13D.

 

The principal business address of Black Diamond is 2187 Atlantic Street, 9th Floor, Stamford, CT 06902. The principal business address of Mr. Deckoff is 5330 Yacht Haven Grande, Suite 100, St. Thomas, U.S. Virgin Islands 00802.

 

Black Diamond is a Delaware limited liability company. Mr. Deckoff is a citizen of the United States of America.

 

(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.

 

 

The funds used for the purchase of the Shares reported herein by the Reporting Persons were investment capital of the certain Black Diamond investment vehicles. A total of approximately $32,278,041.30, including commissions, was paid to acquire the Shares reported herein.

 

 

The Reporting Persons acquired the Shares for investment purposes, and such purchases have been made in the Reporting Persons' ordinary course of business. The Reporting Persons expect to review from time to time their investment in the Company and may, depending on the market conditions, legal and contractual considerations (including but not limited to the stockholder rights plan (the “Rights Plan”) adopted by the Company on August 18, 2022) and other factors: (i) purchase additional Shares, options or related derivatives in the open market, in privately negotiated transactions or otherwise and (ii) sell all or a portion of the Shares, options or related derivatives now beneficially owned or hereafter acquired by them.

 

In light of the adoption of the Rights Plan and the potential dilutive effect on Reporting Persons’ beneficial ownership, the Reporting Persons’ ability to purchase additional Shares is hampered.  Accordingly, and consistent with their investment intent, the Reporting Persons may engage now and in the future in communications with, without limitation, one or more officers of the Company, members of the Company’s board of directors (the “Board”), Company advisors, Company shareholders and/or other relevant parties, regarding the Company, including but not limited to the Company’s management, operations, governance and defensive measures (including the Rights Plan), contractual arrangements, Board composition, control, ownership profile and other matters related to the Company, including the Reporting Persons’ possible contribution or role in one of more of the above.

 

Except as set forth above, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

 

 

(a, b) The aggregate number of Shares and the percentage of total outstanding Shares beneficially owned by the Reporting Persons as of the date hereof is set forth below:

 

 

1 The beneficial ownership for which each figure is provided in this column is the shared, not sole, power to vote or to direct the vote, and the shared, not sole, power to dispose or to direct the disposition of the Shares.

 

2 This figure is based upon information in the Company’s quarterly report on Form 10-Q, filed August 9, 2022, indicating that, as of August 5, 2022, there were 19,075,059 Shares outstanding.

 

(c) A description of the transactions in the Shares since the filing of Amendment No. 3, all of which were effected with or through a broker, is included in Exhibit B.

 

(d) Certain Black Diamond investment vehicles have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Statement that may be deemed to be beneficially owned by the Reporting Persons. Such interest of one of such investment vehicles, Black Diamond Credit Strategies Master Fund, Ltd., relates to more than 5 percent of the class of Shares.

 

(e) This Item 5(e) is not applicable.

 

 

The agreement among the Reporting Persons to file this statement jointly in accordance with Rule 13d-1(k) of the Act is attached as Exhibit A to this Schedule 13D.

 

Except as set forth herein, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Company.

 

 

	Exhibit A:	Joint Filing Agreement
	Exhibit B:	Schedule of Transactions, in response to Item 5(c)

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.

Attention: Intentional misstatements or omissions of fact constitute federal violations (see 18 U.S.C. 1001).

EXHIBIT A

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of KVH Industries, Inc. dated as of August 26, 2022 is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

 

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