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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
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(Amendment No. 1)*
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Caspian Services, Inc.
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(Name of Issuer)
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Common Stock, $0.001 par value per share
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(Title of Class of Securities)
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14766Q107
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(CUSIP Number)
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Bakhytbek Baiseitov
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291/21 Dostyk Ave.,
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Almaty, Kazakhstan 050020
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+7 727 2598 599
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(Name, Address and Telephone Number of Person Authorized to
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Receive Notes and Communications
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July 1, 2011
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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
A
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. 14766Q107
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1.
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Names of Reporting Persons, IRS Identification Nos. of above persons (entities only)
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Bakhytbek Baiseitov
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
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PF
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5.
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
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[ ]
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6.
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Citizenship or Place of Organization
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Kazakhstan
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Number of
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7.
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Sole Voting Power
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Shares
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18,576,467
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Beneficially
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8.
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Shared Voting Power
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Owned by
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-0-
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Each
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9.
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Sole Dispositive Power
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Reporting
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18,576,467
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Person
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10.
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Shared Dispositive Power
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With
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-0-
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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18,576,467
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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[ ]
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13.
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Percent of Class Represented by Amount in Row (11)
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35.6%
(1)
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14.
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Type of Reporting Person (See Instructions)
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IN
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(1)
35.6% represents the percent of class based on the current outstanding shares of the Issuer. After giving effect to a conversion of the full outstanding balance of the convertible debt to common stock the Reporting Person would own approximately 26.2% of the outstanding shares of the Issuer post-conversion as of the transaction date. See Item 5(a).
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2
EXPLANATORY NOTE
The following constitutes Amendment No. 1 to the Schedule 13D filed by the Reporting Person (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
Item 3. Source and Amount of Funds
On July 1, 2011 the Reporting Person acquired the right, title and interest in and to a Facility Agreement, dated September 3, 2008, between Great Circle Energy Services, LLC. and the Issuer (the “Great Circle Facility Agreement”). The Reporting Person acquired the Great Circle Facility Agreement pursuant to a Loan Purchase and Assignment and Assumption Agreement, dated June 7, 2011, between Great Circle Energy Services, LLC. and the Reporting Person (the “Purchase Agreement.”) A copy of the Purchase Agreement is attached as
Exhibit 1.1
and is incorporated herein by reference. The Reporting Person acquired the Great Circle Facility Agreement for $15,000,000 from personal funds. As of the date of the transaction, the amount outstanding, including interest, under the Great Circle Facility Agreement was $21,109,706. Pursuant to the Great Circle Facility Agreement, the Reporting Person may convert all, or any portion of the amount outstanding under the Great Circle Facility Agreement into common stock of the Issuer at a per share conversion price of $2.30 (the “Conversion Shares”) at any time prior to repayment by the Issuer of the amount outstanding under the Great Circle Facility Agreement.
The description of the Purchase Agreement in this Amendment No. 1 is only a summary of that agreement and is qualified in its entirety by reference to the terms of such agreement, a copy of which is attached as an exhibit to this Amendment No. 1.
Item 4. Purpose of Transaction
The Reporting Person entered into the transaction for investment purposes and with the intent of potentially acquiring a controlling interest in the Issuer and assisting the Issuer to refinance some of its outstanding debt obligations. The Reporting Person will continue to evaluate his investment in the Issuer on the basis of various factors, including the Issuer’s business and financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s securities in particular, the Reporting Person’s own financial condition, other investment opportunities and other future developments. Based upon such evaluation, the Reporting Person will take such actions in the future as he may deem appropriate in light of the circumstances existing from time to time. Depending on market and other factors, the Reporting Person may determine to dispose of the Loans, as defined below, or the Conversion Shares.
3
As previously disclosed by the Reporting Person, on June 20, 2011 the Reporting Person acquired the right, title and interest in and to a Facility Agreement, dated 20 June 2008, between the Issuer and Altima Central Asia (Master) Fund (the “Altima Facility Agreement.”) As of June 20, 2011 the outstanding balance under the Altima Facility Agreement was $21,616,168. The Altima Facility Agreement provides that the holder may convert, at any time, all or any portion of the outstanding balance to common stock of the Issuer at a price of $2.30 per share.
Also as previously disclosed by the Reporting Person, on May 23, 2011 the Reporting Person and the Issuer entered into a non-binding Loan Retirement/Restructuring Term Sheet (“Term Sheet”) outlining an agreement in principle for a potential restructuring of the Altima Facility Agreement and Great Circle Facility Agreement (jointly referred to herein as the “Loans”) in the event the Reporting Person is successful in acquiring both Loans. The Issuer and the Reporting Person have agreed in principle to restructure the Loans as follows:
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The Issuer will make a $6,000,000 cash payment to the Reporting Person to reduce the principal amount of the Loans;
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The Reporting Person will immediately convert $10,800,000 owing under the Loans to restricted Common Stock at a price of $0.12 per share, which would result in the Reporting Person being issued 90,000,000 share of restricted Common Stock and would result in a change in control of the Issuer; and
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The Issuer will execute a new convertible note with the Reporting Person for the balance of the outstanding amount due under the Loans, which at May 23, 2011 was $24,464,323.
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The new convertible note will be secured by the assets of the Issuer, including, but not limited to:
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Assets and stock shares of Caspian Services Group Limited;
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Assets and stock shares of Caspian Geophysics Limited;
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Assets and stock shares of Caspian Services Group LLP;
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Assets and stock shares of Tat-Arka LLP;
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Assets and stock shares of JSC Kazmorgeophysica;
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Assets and stock shares of Veritas Caspian LLP;
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Ships and small size craft fleet;
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Cash flows of all subsidiaries not pledged to the European Bank for Reconstruction and Development (“EBRD”); and
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Other moveable and immoveable assets not pledged to EBRD.
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The new convertible note will have a term of three years. The new convertible note will bear interest at a rate of 12% per annum with semi-annual interest payments to be paid in arrears, with the possibility of switching to quarterly interest payments. The principal amount under the new convertible note will be payable at maturity. The Reporting Person will have the right, at his election, to convert the principal, or any portion thereof, to restricted Common Stock at a price of $0.10 per share. The Term Sheet contains a number of conditions precedent to the execution of definitive agreements, including, completion of satisfactory due diligence, receipt of all necessary regulatory and other approvals and consents, and approval by EBRD and restructuring of the EBRD loan as the parties deem reasonably necessary. By its terms, the Term Sheet automatically terminated on June 30, 2011. The Reporting Person and the Issuer, however, continue to work to finalize definitive agreements on a restructuring and new convertible loan as agreed in the Term Sheet.
4
The terms of a restructuring and new convertible loan agreement as contemplated in the Term Sheet are non-binding and may be subject to change in connection with the preparation and execution of definitive restructuring and loan documents. While the Issuer and the Reporting Person have reached agreement in principle, there is no guarantee the parties will finalize definitive agreements or that the conditions precedent will be satisfied.
Except as set forth in this Amendment No. 1, the Reporting Person does not have any present plans or intentions that would result in or relate to any of the actions required to be described in subparagraphs (a)-(j) of Item 4 of this Amendment No. 1. The Reporting Person may, at any time, review or reconsider his position with respect to the Issuer and formulate plans or proposals with respect to any of such matters.
Item 5. Interest in Securities of the Issuer
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(a)
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As noted above, the Great Circle Facility Agreement and the Altima Facility Agreement provide, among other things, that all or any portion of the outstanding balances of the Loans may be converted to restricted Common Stock at any time at the option of the holder of the respective Facility Agreements at a price of $2.30 per share. As of June 20, 2011 the outstanding balance under the Altima Facility Agreement was $21,616,168 and as of the date of the transaction the outstanding balance under the Great Circle Facility Agreement was $21,109,706. Assuming full conversion of the outstanding balances of the Loans, the Reporting Person would be issued 18,576,467 shares, which would represent 35.6% of the current outstanding shares of Common Stock of the Issuer (computed on the basis of 52,213,757 shares outstanding as represented by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 filed with the Securities and Exchange Commission on May 16, 2011) and 26.2% of the outstanding common stock of the Issuer after giving effect to a conversion to Common Stock of the full balances outstanding under the Loans (computed on the basis of 70,790,224 shares (52,213,757 shares + 18,576,467 shares outstanding) post-conversion. The number of shares issuable upon a conversion will increase as interest accrues pursuant to the Facility Agreements.
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(b)
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In the event of a conversion of the full amount outstanding under the Loans, the Reporting Person may be deemed to have the sole power to vote or direct the vote of all of the 18,576,467 shares; and shared power to vote or direct the vote of 0 shares; the sole power to dispose or direct the disposition of all of the 18,576,467 shares; and shared power to dispose or direct the disposition of 0 shares.
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5
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(c)
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Other than as disclosed herein, during the past 60 days, the Reporting Person has not made any purchases of Common Stock of the Issuer.
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(d)
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No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares.
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(e)
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Not Applicable.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
The information set forth in Item 4 is incorporated herein by reference.
Item 7. Exhibits
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Exhibit No.
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Exhibit
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1.1
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Loan Purchase and Assignment and Assumption Agreement, dated June 7, 2011, between Great Circle Energy Services, LLC. and Bakhytbek Baiseitov
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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.
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Date: July 11, 2011
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By:
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/s/ Bakhytbek Baiseitov
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Bakhytbek Baiseitov
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6
Caspian Services (CE) (USOTC:CSSV)
Gráfica de Acción Histórica
De Jun 2024 a Jul 2024
Caspian Services (CE) (USOTC:CSSV)
Gráfica de Acción Histórica
De Jul 2023 a Jul 2024
