XPRO Expro Group Holdings NV

 

 

United States

Securities and Exchange Commission

Washington, D.C. 20549

 

Schedule 13G

 

(Rule 13d-102)

 

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

(Amendment No. 2)*

 

Expro Group Holdings N.V.

(Name of Issuer)

 

Common Stock, €0.06 nominal value per share

(Title of Class of Securities)

 

N3144W105

(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)

 

* 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).

 

 

 

CUSIP No. N3144W105

Schedule 13G

Page 2 of 5

 

1	Names of Reporting Persons   HPS Investment Partners, LLC
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   4,382,584
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   4,382,584

9	Aggregate Amount Beneficially Owned by Each Reporting Person   4,382,584
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   Not Applicable
11	Percent of Class Represented by Amount in Row 9   4.0%
12	Type of Reporting Person   OO (Limited Liability Company)

 

 

CUSIP No. N3144W105

Schedule 13G

Page 3 of 5

 

ITEM 1.

(a)

Name of Issuer:

 

Expro Group Holdings N.V. (the “Issuer”).

 

(b)

Address of Issuer’s Principal Executive Offices:

 

1311 Broadfield Boulevard, Suite 400, Houston, Texas 77084

 

ITEM 2.

(a)

Name of Person Filing:

 

The Schedule 13G is being filed by HPS Investment Partners, LLC, a Delaware limited liability company (“HPS”, or the “Reporting Person”).

 

HPS is the sole member of HPS Mezzanine Management III, LLC, which is the investment manager of each of Mezzanine Partners III, L.P., AP Mezzanine Partners III, L.P. and MP III Offshore Mezzanine Investments, L.P. (together, the “Funds”).

 

As such, HPS has the power to vote and dispose of the securities held by the Funds, and as such, may be deemed to beneficially own the securities held by the Funds.

 

(b)

Address or Principal Business Office:

 

The business address of the Reporting Person is 40 West 57th Street, 33rd Floor, New York, NY 10019.

 

(c)

Citizenship of each Reporting Person is:

 

The Reporting Person is organized under the laws of the state of Delaware.

 

(d)

Title of Class of Securities:

 

Common Stock, €0.06 nominal value per share (the “Common Stock”).

 

(e)

CUSIP Number:

 

N3144W105

 

ITEM 3.

 

Not applicable.

 

 

CUSIP No. N3144W105

Schedule 13G

Page 4 of 5

 

ITEM 4.

Ownership.

 

(a-b) Amount beneficially owned:

 

As of December 31, 2023, HPS may be deemed to be the beneficial owner of an aggregate of 4,382,584 shares of Common Stock representing 4.0% of the outstanding Common Stock, based on 110,672,028 shares of Common Stock outstanding as of October 23, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 26, 2023.

 

(c) Number of shares as to which the person has:

 

(i) Sole power to direct the vote:

 

See row 5 of the cover page of the Reporting Person.

 

(ii) Shared power to vote or to direct the vote:

 

See row 6 of the cover page of the Reporting Person.

 

(iii) Sole power to dispose or to direct the disposition of:

 

See row 7 of the cover page of the Reporting Person.

 

(iv) Shared power to dispose or to direct the disposition of:

 

See row 8 of the cover page of the Reporting Person.

 

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 Persons have 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 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. N3144W105

Schedule 13G

Page 5 of 5

 

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 14, 2024
		HPS Investment Partners, LLC
		By:	/s/ Joseph Virgilio
		Name:	Joseph Virgilio
		Title:	Managing Director and
			Chief Compliance Officer

 

 

 

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