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UNITED STATES
SECURITIES AND EXHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
LAYNE CHRISTENSEN CO.
(NAME OF ISSUER)
Common Stock ($0.001 par value)
(TITLE OF CLASS OF SECURITIES)
521050104
(CUSIP NUMBER)
December 31, 2015
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] 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).
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CUSIP No. 521050104 13G PAGE 2 OF 8 PAGES
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1 NAMES OF REPORTING PERSONS:
Massachusetts Mutual Life Insurance Company
04-1590850
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Massachusetts
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5 SOLE VOTING POWER
0
NUMBER OF ----- ------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,076,923 (see item 4)
EACH ----- ------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 0
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8 SHARED DISPOSITIVE POWER
1,076,923 (see item 4)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,076,923 (see item 4)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.4% (see item 4)
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12 TYPE OF REPORTING PERSON
IC
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CUSIP No. 521050104 13G PAGE 3 OF 8 PAGES
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1 NAMES OF REPORTING PERSONS:
Babson Capital Management LLC
51-0504477
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Massachusetts
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5 SOLE VOTING POWER
0
NUMBER OF ----- ------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,076,923 (see item 4)
EACH ----- ------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 0
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8 SHARED DISPOSITIVE POWER
1,076,923 (see item 4)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,076,923 (see item 4)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.4% (see item 4)
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12 TYPE OF REPORTING PERSON
IA
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CUSIP No. 521050104 13G PAGE 4 OF 8 PAGES
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Item 1(a) Name of Issuer:
LAYNE CHRISTENSEN CO.
1(b) Address of Issuer's Principal Executive Offices:
1800 Hughes Landing Blvd., Suite 700
The Woodlands, Texas 77380
Item 2(a) Name of Person Filing:
(i) Massachusetts Mutual Life Insurance Company ("MassMutual")
(ii)Babson Capital Management LLC ("Babson Capital")
2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of MassMutual:
1295 State Street
Springfield, MA 01111
The address of the principal business office of Babson Capital:
1500 Main Street
Springfield, MA 01115
2(c) Citizenship:
See Item 4 of each cover page.
2(d) Title of Class of Securities:
Common Stock ($0.001 par value)
2(e) CUSIP Number:
521050104
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CUSIP No. 521050104 13G PAGE 5 OF 8 PAGES
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Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [x] Insurance company as defined in section 3(a)(19) of the
Exchange Act. (MassMutual)
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act.
(e) [x] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E); (Babson Capital)
(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4 Ownership
(a) Amount beneficially owned: 1,076,923 shares
MassMutual may be deemed to be the beneficial owner of 1,076,923
shares of Common Stock of the Issuer as a result of its
ownership of Convertible Bonds of the Issuer.
Babson Capital Management LLC, in its capacity as investment
adviser, may be deemed to be the beneficial owner of 1,076,923
shares of Common Stock of the Issuer as a result of its
ownership of Convertible Bonds of the Issuer which are owned
by an advisory client.
The filing of this statement shall not be construed as an
admission that any of the Reporting Persons are the beneficial
owner of any securities covered by the statement other than the
securities actually owned by such person (if any).
(b) Percent of class: 5.4%
The percentage of Common Stock reportedly owned by each entity
herein is based on 19,798,245 shares of outstanding Common Stock
of the Issuer, as reported in the Issuer's most recent quarterly
report filed on November 27, 2015 and the Convertible Bonds
owned by the Reporting Persons.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: See Items 5-8 of
cover pages.
(ii) Shared power to vote or to direct the vote: See Item 6 of
cover pages.
(iii) Sole power to dispose or direct the disposition of: See
Item 7 of cover pages.
(iv) Shared power to dispose or direct the disposition of: See
Item 8 of cover pages.
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CUSIP No. 521050104 13G PAGE 6 OF 8 PAGES
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Item 5 Ownership of Five Percent or Less of a Class:
5.4%
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 Certifications:
By signing below I certify that, to the best of its knowledge and belief,
the security referred to above was acquired and is held in the ordinary course
of business and was not acquired and is not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the securities
and was not acquired and is not held in connection with or as a participant in
any transaction having that purpose or effect.
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CUSIP No. 521050104 13G PAGE 7 OF 8 PAGES
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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.
Dated: February 16, 2016
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By:
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Name: Donald Griffith
Title: Vice President
Dated: February 16, 2016
BABSON CAPITAL MANAGEMENT LLC
By:
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Name: Melissa LaGrant
Title: Managing Director
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CUSIP No. 521050104 13G PAGE 8 OF 8 PAGES
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Joint Filing Agreement
This will confirm the agreement by and among all the undersigned that
the Schedule 13G filed on or about this date and any amendments thereto with
respect to the beneficial ownership by the undersigned of common stock of
TCP Capital Corp. is being filed on behalf of each of the undersigned in
accordance with Rule 13d-1(k)(1). This agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
Dated: February 16, 2016
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By:
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Name: Donald Griffith
Title: Vice President
Dated: February 16, 2016
BABSON CAPITAL MANAGEMENT LLC
By:
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Name: Melissa LaGrant
Title: Managing Director