SC 13D/A 1 form_sc13da-abraxas.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

______________________________________

Abraxas Petroleum Corporation

(Name of Issuer)

Common Stock, par value $.01

(Title of Class of Securities)

003830106

(CUSIP Number)

Christopher D. Moore

Angelo, Gordon & Co, L.P.

245 Park Avenue, 26th Floor

New York, NY 10167

Tel. No.: (212) 692-2009

COPIES TO:

Jason Daniel

Akin Gump Strauss Hauer & Feld LLP

2300 N. Field Street

Suite 1800

Dallas, TX 75201

(214) 969-4209

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 24, 2021

(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 which is the subject of this Schedule 13D/A, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box ☐

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, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

*	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.


1	Names of Reporting Persons Angelo, Gordon & Co., 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) AF
5	Check Box 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		7	Sole Voting Power 1,672,289
		8	Shared Voting Power 0
		9	Sole Dispositive Power 1,672,289
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,672,289
12	Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13	Percent of Class Represented By Amount in Row (11) 16.60%*
14	Type of Reporting Person (See Instructions) IA, PN

* Based on 8,403,465 shares of common stock, par value $.01 per share (“Common Stock”) of the Issuer outstanding as of November 6, 2020 as reported in the Issuer’s Form 10-Q filed with the SEC on November 9, 2020 and the number of shares that would be issued upon the exercise of the warrant representing the above shares.


1	Names of Reporting Persons AG Partners, 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) AF
5	Check Box 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		7	Sole Voting Power 1,672,289
		8	Shared Voting Power 0
		9	Sole Dispositive Power 1,672,289
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,672,289
12	Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13	Percent of Class Represented By Amount in Row (11) 16.60%*
14	Type of Reporting Person (See Instructions) OO, HC

* Based on 8,403,465 shares of Common Stock of the Issuer outstanding as of November 6, 2020 as reported in the Issuer’s Form 10-Q filed with the SEC on November 9, 2020 and the number of shares that would be issued upon the exercise of the warrant representing the above shares.


1	Names of Reporting Persons JAMG 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) AF
5	Check Box 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		7	Sole Voting Power 1,672,289
		8	Shared Voting Power 0
		9	Sole Dispositive Power 1,672,289
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,672,289
12	Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13	Percent of Class Represented By Amount in Row (11) 16.60%*
14	Type of Reporting Person (See Instructions) HC, OO


1	Names of Reporting Persons Josh Baumgarten
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) AF
5	Check Box 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		7	Sole Voting Power 1,672,289
		8	Shared Voting Power 0
		9	Sole Dispositive Power 1,672,289
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,672,289
12	Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13	Percent of Class Represented By Amount in Row (11) 16.60%*
14	Type of Reporting Person (See Instructions) IN, HC


1	Names of Reporting Persons Adam Schwartz
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) AF
5	Check Box 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		7	Sole Voting Power 1,672,289
		8	Shared Voting Power 0
		9	Sole Dispositive Power 1,672,289
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,672,289
12	Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13	Percent of Class Represented By Amount in Row (11) 16.60%*
14	Type of Reporting Person (See Instructions) IN, HC

* Based on 8,403,465 shares of Common Stock of the Issuer outstanding as of November 6, 2020 as reported in the Issuer’s Form 10-Q filed with the SEC on November 9, 2020.

AMENDMENT NO. 2 TO SCHEDULE 13D

This Amendment No. 2 to Schedule 13D amends and supplements the Schedule 13D filed by (i) Angelo, Gordon & Co., L.P., a Delaware limited partnership (“Angelo Gordon”), (ii) AG Partners, LLC, a Delaware limited liability company (“AG Partners”), (iii) JAMG LLC, a Delaware limited liability company (“JAMG”) and (iv) Michael L. Gordon with the Securities and Exchange Commission (the “SEC”) on August 21, 2020, as amended by Amendment No. 1 to the Schedule 13D filed by (i) Angelo Gordon, (ii) AG Partners, (iii), JAMG (iv) Josh Baumgarten and (v) Adam Schwartz with the SEC on January 12, 2021 (as amended, the “Schedule 13D”).

This Amendment No. 2 amends and supplements the Schedule 13D as specifically set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 4.

Security and Issuer.

Item 4 of the Schedule 13D is hereby amended by inserting the following language:

The Reporting Persons intend to engage in discussions with the Issuer’s management and Board of Directors (the “Board”) regarding potential transaction alternatives for the Issuer. Such potential transactions may include, but are not limited to, restructuring the indebtedness or other securities of the Issuer held by the Reporting Persons (which may occur pursuant to an out-of-court restructuring or pursuant to a bankruptcy proceeding), and may involve the settlement or repayment of first or second lien secured indebtedness at discounts to par value, exchanging indebtedness for equity securities, providing additional debt and/or equity financing to the Issuer, negotiating amendments to the 2L Credit Agreement or waiving defaults thereunder, selling assets of the Issuer and/or reorganizing the Issuer into two separate operating entities or spinning off assets or subsidiaries. The Reporting Persons or their affiliates may participate in any such transactions or any other transactions that may be undertaken by the Issuer. The Reporting Persons may also engage in discussions regarding the foregoing with the other holders of equity or debt securities or other indebtedness of the Issuer. Further, the Reporting Persons and their representatives may engage in discussions with other current or prospective holders of equity or debt securities or other indebtedness of the Issuer, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other third parties regarding a variety of matters relating to the Issuer, which may include, among other things, the above matters.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time and at any time in the future formulate plans or proposals depending on various factors, including, without limitation, the outcome of the transactions referenced in this Schedule 13D, the Issuer’s financial position and strategic direction, actions taken by the Board or management, price levels of the Issuer’s securities, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, and take such actions with respect to the investment in the Issuer as they deem appropriate. These actions may, subject to the obligations set forth above, include: (i) acquiring additional shares of Common Stock and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Issuer (collectively, “Securities”) in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons undertake no obligation to make additional disclosures except to the extent required by law.

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated to read as follows:

(a) - (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. Such information is based on 8,403,465 shares of Common Stock outstanding as of November 6, 2020, as reported in the Issuer’s Form 10-Q filed with the SEC on November 9, 2020 and the 1,672,289 shares of Common Stock that would be issued upon the exercise of the Warrant.

Angelo Gordon, in its capacity as investment manager to the Accounts, has sole power to vote 1,672,289 shares of Common Stock and the power to dispose of 1,672,289 shares of Common Stock that could be acquired by the Accounts upon the exercise of the Warrant. As the general partner of Angelo Gordon, AG Partners may be deemed to have the sole power to vote 1,672,289 shares of Common Stock and the power to dispose of 1,672,289 shares of Common Stock that could be acquired by the Accounts upon the exercise of the Warrant. As the managing member of AG Partners, JAMG may be deemed to have the sole power to vote 1,672,289 shares of Common Stock and the power to dispose of 1,672,289 shares of Common Stock that could be acquired by the Accounts upon the exercise of the Warrant. As the co-managing member of JAMG and the co-chief executive officer of Angelo Gordon, Mr. Baumgarten may be deemed to have shared power to vote 1,672,289 shares of Common Stock and the shared power to dispose of 1,672,289 shares of Common Stock that could be acquired by the Accounts upon the exercise of the Warrant. As the co-managing member of AG Partners and the co-chief executive officer of Angelo Gordon, Mr. Schwartz may be deemed to have shared power to vote 1,672,289 shares of Common Stock and the shared power to dispose of 1,672,289 shares of Common Stock that could be acquired by the Accounts upon the exercise of the Warrant.

(d) Not Applicable.

(e) Not Applicable.

Signature

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

Dated: February 24, 2021

	ANGELO, GORDON & CO., L.P.

	By: AG Partners, L.P.
	Its General Partner

	By: JAMG LLC
	Its Managing Member

	By: /s/ Josh Baumgarten
	Its Co-Managing Member


	By: /s/ Christopher D. Moore
	Christopher D. Moore
	Attorney-in-Fact

	AG PARTNERS, L.P.

	By: JAMG LLC
	Its Managing Member

	By: /s/ Josh Baumgarten
	Its Co-Managing Member

	By: /s/ Christopher D. Moore
	Christopher D. Moore
	Attorney-in-Fact

	JAMG LLC

	By: /s/ Josh Baumgarten
	Its Co-Managing Member

	By: /s/ Christopher D. Moore
	Christopher D. Moore
	Attorney-in-Fact


	JOSH BAUMGARTEN

	By: /s/ Christopher D. Moore
	Christopher D. Moore
	Attorney-in-Fact



	ADAM SCHWARTZ

	By: /s/ Christopher D. Moore
	Christopher D. Moore
	Attorney-in-Fact

SEC Form SC 13D/A filed