SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

---

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

---

 (Name of Issuer)

 (Title of Class of Securities)

(CUSIP Number)

---

Michael Vinci

Twin Haven Capital Partners, L.L.C.

33 Riverside Avenue, 3rd Floor

Westport, Connecticut 06880

Telephone: (203) 293-1813

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

Copy to:

Russell L. Leaf, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019−6099

---

December 1, 2015

(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 § 240.13d-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).

 

 

 

 

---

 

 

 

CUSIP No. 420031106

Page   2  of    11    Pages

 

 

 

 

SCHEDULE 13D

 

 

 

 

 

 

 

SCHEDULE 13D

 

 

 

 

 

 

SCHEDULE 13D

 

 

 

 

 

 

 

SCHEDULE 13D

 

 

 

 

 

 

 

 

 

 

SCHEDULE 13D

 

 

 

 

 

 

SCHEDULE 13D

 

 

 

 

SCHEDULE 13D

 

 

 

EXPLANATORY NOTE

Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (this “Amendment No. 1”) amends the Schedule 13D filed on September 25, 2015 (the “Original Schedule 13D”) (the Original Schedule 13D and this Amendment No. 1 are collectively referred to herein as the “Schedule 13D”).  This Amendment No. 1 relates to the  relates to the Common Stock, par value $0.01 per share (“Common Stock”), of Hawaiian Telcom Holdco, Inc. (the “Company”), a corporation organized under the laws of the State of Delaware.

Item 3 of the Original Schedule 13D is hereby amended and restated as follows:

Twin Haven III and Twin Haven IV expended an aggregate of approximately $53,438,508.46 of its investment capital to purchase the 2,451,000 shares of Common Stock included in this Schedule 13D.  Such shares were acquired through the plan of reorganization of the Company, through open market purchases and from the Company pursuant to an exercise of warrants to acquire shares of Common Stock.

Item 4 of the Original Schedule 13D is hereby amended and restated as follows:

The acquisition by Twin Haven III and Twin Haven IV of shares of Common Stock (and debt of the Company that was converted into shares of Common Stock) was effected because of the belief that the shares (and debt) represented an attractive investment.  The Reporting Persons intend to review continuously the investment in the Company described  herein and the Company’s business affairs, financial position, capital needs and general industry and economic conditions and, as part of the Reporting Person’s continuing evaluation of, and preservation of the value of the investment in the Common Stock, the Reporting Persons may from time to time engage in discussions and other communications with certain persons, including, without limitation, members of the Company’s board of directors, management or representatives of the Company, other shareholders of the Company and other relevant parties, concerning matters with respect to the Company and the Reporting Person’s investment in the Common Stock, including, without limitation, the business, operations, governance, management, strategy and future plans of the Company.  Based on such review as well as general economic, market and industry conditions and prospects existing at the time, the Reporting Persons may, from time to time, determine to increase their ownership of Common Stock (through open market purchases, in privately negotiated transactions or otherwise), propose one or more directors for the Issuer’s board of directors or otherwise engage in any of the events set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D. Alternatively, subject to market conditions and other considerations, the Reporting Persons may sell all or a portion of Common Stock owned by the Reporting Persons in the open market, in privately negotiated transactions or otherwise, and may engage in short-selling or hedging or similar transactions with some or all of their Common Stock.

Except as set forth herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D, although the Reporting Persons reserve the right to develop such plans or proposals.

Item 5. Interest in Securities of the Issuer

Items 5(a)-(c) of the Original Schedule 13D are hereby amended and restated as follows:

(a) All calculations of percentages of beneficial ownership in this Item 5 and elsewhere in this Schedule 13D are based on the approximately 11,466,398 shares of Common Stock issued and outstanding as of November 9, 2015, as reported by the Company in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2015.

 

 

 

 

Twin Haven III is the direct beneficial owner of 1,457,000 shares of Common Stock, constituting approximately 12.71% of the outstanding shares of Common Stock.  Twin Haven IV is the direct beneficial owner of 994,000 shares of Common Stock, constituting approximately 8.67% of the outstanding shares of Common Stock.  Each of GP III, GP IV, the Manager and Messrs. Webster and Mellinger do not directly own any shares of Common Stock.  As the general partner of Twin Haven III, GP III may be deemed to beneficially own all 1,457,000 shares of Common Stock owned by Twin Haven III, constituting approximately 12.71% of the outstanding shares of Common Stock.  As the general partner of Twin Haven IV, GP IV may be deemed to beneficially own all 994,000 shares of Common Stock owned by Twin Haven IV, constituting approximately 8.67% of the outstanding shares of Common Stock.  As the manager of Twin Haven III and Twin Haven IV, the Manager may be deemed to beneficially own all 2,451,000 shares of Common Stock owned by Twin Haven III and Twin Haven IV, constituting approximately 21.38% of the outstanding shares of Common Stock.  As the managing members of each of GP III, GP IV and the Manager, each of Messrs. Webster and Mellinger may be deemed to beneficially own all 2,451,000 shares of Common Stock owned by Twin Haven III and Twin Haven IV, constituting approximately 21.38% of the outstanding shares of Common Stock.

The Reporting Persons expressly disclaim beneficial ownership of all shares of Common Stock not directly held thereby, expect to the extent of any pecuniary interest therein, and neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person or any of its affiliates is the beneficial owner of any shares of Common Stock for purposes of Section 13(d) of the Exchange Act or for any other purpose.

(b) None of the Reporting Persons has sole power to vote or direct the vote or sole power to dispose or direct the disposition of shares of Common Stock.

(i) Twin Haven III has shared power to vote or direct the vote and shared power to dispose or direct the disposition of 1,457,000 shares of Common Stock, constituting approximately 12.71% of such class of securities;

(ii) Twin Haven IV has shared power to vote or direct the vote and shared power to dispose or direct the disposition of 994,000 shares of Common Stock, constituting approximately 8.67% of such class of securities;

(iii) GP III has shared power to vote or direct the vote and shared power to dispose or direct the disposition of 1,457,000 shares of Common Stock, constituting approximately 12.71% of such class of securities;

(iv) GP IV has shared power to vote or direct the vote and shared power to dispose or direct the disposition of 994,000 shares of Common Stock, constituting approximately 8.67% of such class of securities;

(v)  The Manager has shared power to vote or direct the vote and shared power to dispose or direct the disposition of 2,451,000 shares of Common Stock, constituting approximately 21.38% of such class of securities;

(vi) Mr. Webster has shared power to vote or direct the vote and shared power to dispose or direct the disposition of 2,451,000 shares of Common Stock, constituting approximately 21.38% of such class of securities; and

(vii) Mr. Mellinger has shared power to vote or direct the vote and shared power to dispose or direct the disposition of 2,451,000 shares of Common Stock, constituting approximately 21.38% of such class of securities.

(c) Information concerning transactions in the shares of Common Stock effected by the Reporting Persons during the past 60 days is set forth in Schedule A hereto and is incorporated herein by reference.  All of such transactions were effected in open market purchases through various brokerage entities on the NASDAQ.

 

 

 

 

 

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:  December 2, 2015

	TWIN HAVEN SPECIAL OPPORTUNITIES FUND III, L.P.
	By:	/s/ Paul Mellinger
		Name:  Paul Mellinger
		Title:  Managing Member
	TWIN HAVEN SPECIAL OPPORTUNITIES PARTNERS III, L.L.C.
	By:	/s/ Paul Mellinger
		Name:  Paul Mellinger
		Title:  Managing Member
	TWIN HAVEN SPECIAL OPPORTUNITIES FUND IV, L.P.
	By:	/s/ Paul Mellinger
		Name:  Paul Mellinger
		Title:  Managing Member
	TWIN HAVEN SPECIAL OPPORTUNITIES PARTNERS IV, L.L.C.
	By:	/s/ Paul Mellinger
		Name:  Paul Mellinger
		Title:  Managing Member
	TWIN HAVEN CAPITAL PARTNERS, L.L.C.
	By:	/s/ Paul Mellinger
		Name:  Paul Mellinger
		Title:  Managing Member
	/s/ Robert Webster
	Robert Webster
	/s/ Paul Mellinger
	Paul Mellinger

 

 

 

 

 

 

 

SCHEDULE A

SIXTY DAY TRADING HISTORY