UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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NMI Holdings, Inc.
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(Name of Issuer)
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Class A common stock, $0.01 par value per share
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(Title of Class of Securities)
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629209305
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(CUSIP Number)
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December 31, 2019
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed.
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☐
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Rule 13d-1(b)
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☒
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Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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*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).
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CUSIP No. 629209305
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SCHEDULE 13G
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Page 2 of 24
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Value Equity Holdings, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
4,400,000 (1)
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6
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SHARED VOTING POWER
None.
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7
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SOLE DISPOSITIVE POWER
4,400,000 (1)
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8
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SHARED DISPOSITIVE POWER
None.
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,400,000 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5% (2)
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12
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TYPE OF REPORTING PERSON
PN
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(1)
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In its capacity as the direct owner of 4,400,000 shares of Class A common stock of the Issuer, $0.01 par value per share (“Shares”).
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(2)
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All calculations of percentage ownership herein are based on a total of 67,980,992 Shares outstanding as of November 4, 2019, as reported by the Issuer in its Quarterly Report
on Form 10-Q filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b)(3) of the Securities Act of 1933, as amended, on November 7, 2019 (the “Form 10-Q”).
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CUSIP No. 629209305
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SCHEDULE 13G
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Page 3 of 24
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Value Equity Fund GP, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
4,400,000 (1)
|
|
6
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SHARED VOTING POWER
None.
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7
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SOLE DISPOSITIVE POWER
4,400,000 (1)
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8
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SHARED DISPOSITIVE POWER
None.
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,400,000 (1)
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|
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.5%
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12
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TYPE OF REPORTING PERSON
PN
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(1)
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Solely in its capacity as the general partner of Oaktree Value Equity Holdings, L.P.
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CUSIP No. 629209305
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SCHEDULE 13G
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Page 4 of 24
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Value Equity Fund GP Ltd.
|
|
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
|
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
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|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
4,400,000 (1)
|
|
6
|
SHARED VOTING POWER
None.
|
|
|
7
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SOLE DISPOSITIVE POWER
4,400,000 (1)
|
|
|
8
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SHARED DISPOSITIVE POWER
None.
|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,400,000 (1)
|
|
|
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5%
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|
12
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TYPE OF REPORTING PERSON
OO
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(1)
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Solely in its capacity as the general partner of Oaktree Value Equity Fund GP, L.P.
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CUSIP No. 629209305
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SCHEDULE 13G
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Page 5 of 24
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital Management, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
|
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3
|
SEC USE ONLY
|
|
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
4,400,000 (1)
|
|
6
|
SHARED VOTING POWER
None.
|
|
|
7
|
SOLE DISPOSITIVE POWER
4,400,000 (1)
|
|
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8
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SHARED DISPOSITIVE POWER
None.
|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,400,000 (1)
|
|
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5%
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12
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TYPE OF REPORTING PERSON
PN
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(1)
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Solely in its capacity as the sole director of Oaktree Value Equity Fund GP Ltd.
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CUSIP No. 629209305
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SCHEDULE 13G
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Page 6 of 24
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital Management GP, LLC
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|
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
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3
|
SEC USE ONLY
|
|
|
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
4,400,000 (1)
|
|
6
|
SHARED VOTING POWER
None.
|
|
|
7
|
SOLE DISPOSITIVE POWER
4,400,000 (1)
|
|
|
8
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SHARED DISPOSITIVE POWER
None.
|
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,400,000 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5%
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|
12
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TYPE OF REPORTING PERSON
CO
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(1)
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Solely in its capacity as the general partner of Oaktree Capital Management, L.P.
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CUSIP No. 629209305
|
SCHEDULE 13G
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Page 7 of 24
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Atlas OCM Holdings LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
|
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3
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SEC USE ONLY
|
|
|
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
4,400,000 (1)
|
|
6
|
SHARED VOTING POWER
None.
|
|
|
7
|
SOLE DISPOSITIVE POWER
4,400,000 (1)
|
|
|
8
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SHARED DISPOSITIVE POWER
None.
|
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,400,000 (1)
|
|
|
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5%
|
|
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12
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TYPE OF REPORTING PERSON
OO
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(1)
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Solely in its capacity as the sole managing member of Oaktree Capital Management GP, LLC.
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CUSIP No. 629209305
|
SCHEDULE 13G
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Page 8 of 24
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Fund GP I, L.P.
|
|
|
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
4,400,000 (1)
|
|
6
|
SHARED VOTING POWER
None.
|
|
|
7
|
SOLE DISPOSITIVE POWER
4,400,000 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,400,000 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5%
|
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
|
(1)
|
Solely in its capacity as the sole shareholder of Oaktree Value Equity Fund GP Ltd.
|
|
CUSIP No. 629209305
|
SCHEDULE 13G
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Page 9 of 24
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital I, L.P.
|
|
|
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
4,400,000 (1)
|
|
6
|
SHARED VOTING POWER
None.
|
|
|
7
|
SOLE DISPOSITIVE POWER
4,400,000 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,400,000 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5%
|
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
|
(1)
|
Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.
|
|
CUSIP No. 629209305
|
SCHEDULE 13G
|
Page 10 of 24
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OCM Holdings I, 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
4,400,000 (1)
|
|
6
|
SHARED VOTING POWER
None.
|
|
|
7
|
SOLE DISPOSITIVE POWER
4,400,000 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,400,000 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5%
|
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
|
(1)
|
Solely in its capacity as the general partner of Oaktree Capital I, L.P.
|
|
CUSIP No. 629209305
|
SCHEDULE 13G
|
Page 11 of 24
|
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Holdings, 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
4,400,000 (1)
|
|
6
|
SHARED VOTING POWER
None.
|
|
|
7
|
SOLE DISPOSITIVE POWER
4,400,000 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,400,000 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5%
|
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
|
(1)
|
Solely in its capacity as the managing member of OCM Holdings I, LLC.
|
|
CUSIP No. 629209305
|
SCHEDULE 13G
|
Page 12 of 24
|
|
1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital Group, 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
4,400,000 (1)
|
|
6
|
SHARED VOTING POWER
None.
|
|
|
7
|
SOLE DISPOSITIVE POWER
4,400,000 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,400,000 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5%
|
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
|
(1)
|
Solely in its capacity as the managing member of Oaktree Holdings, LLC.
|
|
CUSIP No. 629209305
|
SCHEDULE 13G
|
Page 13 of 24
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital Group Holdings GP, 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
4,400,000 (1)
|
|
6
|
SHARED VOTING POWER
None.
|
|
|
7
|
SOLE DISPOSITIVE POWER
4,400,000 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,400,000 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5%
|
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
|
(1)
|
Solely in its capacity as the indirect owner of the class B units of each of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC.
|
|
CUSIP No. 629209305
|
SCHEDULE 13G
|
Page 14 of 24
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brookfield Asset Management Inc.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
|
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
4,400,000 (1)
|
|
6
|
SHARED VOTING POWER
None.
|
|
|
7
|
SOLE DISPOSITIVE POWER
4,400,000 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,400,000 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5%
|
|
|
12
|
TYPE OF REPORTING PERSON
HC
|
|
|
(1)
|
Solely in its capacity as the indirect owner of the class A units of each of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC.
|
|
CUSIP No. 629209305
|
SCHEDULE 13G
|
Page 15 of 24
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Partners Limited
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
|
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
4,400,000 (1)
|
|
6
|
SHARED VOTING POWER
None.
|
|
|
7
|
SOLE DISPOSITIVE POWER
4,400,000 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,400,000 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5%
|
|
|
12
|
TYPE OF REPORTING PERSON
HC
|
|
|
(1)
|
Solely in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield Asset
Management, Inc.
|
|
CUSIP No. 629209305
|
SCHEDULE 13G
|
Page 16 of 24
|
|
ITEM 1.
|
(a)
|
Name of Issuer:
|
|
|
||
|
NMI Holdings, Inc. (the “Issuer”)
|
||
|
|
||
|
(b)
|
Address of Issuer’s Principal Executive Offices:
|
|
|
|
||
|
2100 Powell Street
|
||
|
Emeryville, California 94608
|
||
|
|
||
|
ITEM 2.
|
(a) - (c) Name of Person Filing; Address of Principal Business Office; and Citizenship
|
|
|
|
||
|
This Schedule 13G is filed jointly by each of the following persons (collectively, the “Reporting Persons”) pursuant to a joint filing agreement attached hereto as
Exhibit 1:
|
||
|
|
||
|
(1)
|
Oaktree Value Equity Holdings, L.P., a Delaware limited partnership (“VE Holdings”), in its capacity as the direct owner of 4,400,000 Shares;
|
|
|
(2)
|
Oaktree Value Equity Fund GP, L.P., a Cayman Islands exempted limited partnership (“VEF GP”), in its capacity as the general partner of VE Holdings;
|
|
|
(3)
|
Oaktree Value Equity Fund GP Ltd., a Cayman Islands exempted company (“VEF Ltd.”), in its capacity as the general partner of VEF GP;
|
|
|
(4)
|
Oaktree Capital Management, L.P., a Delaware limited partnership (“Management”), in its capacity as the sole director of VEF Ltd.;
|
|
|
(5)
|
Oaktree Capital Management GP, LLC, a Delaware limited liability company (“Management GP”), in its capacity as the general partner of Management;
|
|
|
(6)
|
Atlas OCM Holdings LLC, a Delaware limited liability company (“Atlas”), in its capacity as the sole managing member of Management GP;
|
|
|
(7)
|
Oaktree Fund GP I, L.P., a Delaware limited partnership (“GP I”), in its capacity as sole shareholder of VEF Ltd.;
|
|
|
(8)
|
Oaktree Capital I, L.P., a Delaware limited partnership (“Capital I”), in its capacity as the general partner of GP I;
|
|
|
(9)
|
OCM Holdings I, LLC, a Delaware limited liability company (“Holdings I”), in its capacity as the general partner of Capital I;
|
|
|
(10)
|
Oaktree Holdings, LLC, a Delaware limited liability company (“Holdings LLC”) in its capacity as the managing member of Holdings I;
|
|
|
(11)
|
Oaktree Capital Group, LLC, a Delaware limited liability company (“OCG”), in its capacity as the managing member of Holdings LLC;
|
|
|
(12)
|
Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (“OCGH”), in its capacity as the indirect owner of the class B units of each of OCG and Atlas;
|
|
|
(13)
|
Brookfield Asset Management Inc., a Canadian corporation (“BAM”), in its capacity as the indirect owner of the class A units of each of OCG and Atlas; and
|
|
| (14) |
Partners Limited, a Canadian corporation
(“Partners”), in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield Asset Management,
Inc.
|
|
|
|
||
|
The principal business address of each of the Reporting Persons is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071.
|
||
|
|
||
|
(d)
|
Title of Class of Securities:
|
|
|
Class A Common Stock, $0.01 par value per share (“Common Stock”)
|
||
|
|
||
|
(e)
|
CUSIP Number: 629209305
|
|
|
CUSIP No. 629209305
|
SCHEDULE 13G
|
Page 17 of 24
|
|
ITEM 3.
|
IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
|
|
(a)
|
☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o)
|
|
|
(b)
|
☐ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)
|
|
|
(c)
|
☐ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)
|
|
|
(d)
|
☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)
|
|
|
(e)
|
☐ An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E)
|
|
|
(f)
|
☐ An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F);
|
|
|
(g)
|
☐ A Parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G);
|
|
|
(h)
|
☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
|
|
|
(i)
|
☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
|
|
|
(j)
|
☐ Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
|
|
CUSIP No. 629209305
|
SCHEDULE 13G
|
Page 18 of 24
|
|
ITEM 4.
|
OWNERSHIP
|
|
The information contained in Items 5-9 and 11 of the cover pages of this Schedule 13G is hereby incorporated by reference into this Item 4.
VE Holdings is the direct owner of 4,400,000 Shares, constituting approximately 6.5% of the Issuer’s outstanding common stock, and has the sole power to vote and dispose of such securities.
VEF GP, in its capacity as the general partner of VE Holdings, has the ability to direct the management of the business of VE Holdings, including the power to vote and dispose of securities held by VE Holdings;
therefore, VEF GP may be deemed to beneficially own the Shares held by VE Holdings.
VEF Ltd., in its capacity as the general partner of VEF GP, has the ability to direct the management of VEF GP’s business, including the power to vote and dispose of securities held by VE Holdings; therefore,
VEF Ltd. may be deemed to have indirect beneficial ownership of the Shares held by VE Holdings.
Management, as the sole director of VEF Ltd., has the ability to direct the management of VEF Ltd., including the power to direct the decisions of VEF Ltd. regarding the vote and disposition of securities held
by VE Holdings. Therefore, Management may be deemed to have indirect beneficial ownership of the Shares held by VE Holdings.
Management GP, in its capacity as the general partner of Management, has the ability to direct the management of Management’s business, including the power to vote and dispose of securities held by VE
Holdings. Therefore, Management GP may be deemed to have indirect beneficial ownership of the Shares held by VE Holdings.
Atlas, in its capacity as the sole managing member of Management GP, has the ability to direct the management of Management GP’s business, including the power to direct the decisions of Management GP regarding
the vote and disposition of securities held by VE Holdings. Therefore, Atlas may be deemed to have indirect beneficial ownership of the Shares held by VE Holdings.
|
|
CUSIP No. 629209305
|
SCHEDULE 13G
|
Page 19 of 24
|
|
GP I, in its capacity as the sole shareholder of VEF Ltd., has the ability to appoint and remove the directors of VEF Ltd. and, as such, may indirectly control the decisions of VEF Ltd regarding the vote and
disposition of securities held by VE Holdings; therefore, GP I may be deemed to have indirect beneficial ownership of the Shares held by VE Holdings.
Capital I, in its capacity as the general partner of GP I, has the ability to direct the management of GP I’s business, including the power to direct the decisions of GP I regarding the vote and disposition of
securities held by VE Holdings; therefore, Capital I may be deemed to have indirect beneficial ownership of the Shares held by VE Holdings.
Holdings I, in its capacity as the general partner of Capital I, has the ability to direct the management of Capital I’s business, including the power to direct the decisions of Capital I regarding the voting and
disposition of securities held by VE Holdings; therefore, Holdings I may be deemed to have indirect beneficial ownership of the Shares held by VE Holdings.
Holdings LLC, in its capacity as the managing member of Holdings I, has the ability to direct the management of Holding I’s business, including the power to direct the decisions of Holdings I regarding the voting
and disposition of securities held by VE Holdings; therefore, Holdings LLC may be deemed to have indirect beneficial ownership the Shares held by VE Holdings.
OCG, in its capacity as the managing member of Holdings LLC, has the ability to direct the management of Holdings LLC’s business, including the power to direct the decisions of Holdings LLC regarding the vote and
disposition of the Shares held by VE Holdings; therefore, OCG may be deemed to have indirect beneficial ownership of the Shares held by VE Holdings.
OCGH, in its capacity as the indirect owner of the class B units of each of OCG and Atlas, has the ability to appoint and remove certain directors of OCG and Atlas and, as such, may indirectly control the
decisions of OCG and Atlas regarding the vote and disposition of securities held by VE Holdings; therefore, OCGH may be deemed to have indirect beneficial ownership of the Shares held by VE Holdings.
BAM, in its capacity as the indirect owner of the class A units of each of OCG and Atlas, has the ability to appoint and remove certain directors of OCG and Atlas and, as
such, may indirectly control the decisions of OCG and Atlas regarding the vote and disposition of securities held by VE Holdings; therefore, BAM may be deemed to have indirect beneficial ownership of the Shares held by VE Holdings.
Partners, in its capacity as the sole owner of Class B Limited Voting Shares of BAM, has the ability to appoint and remove certain directors of BAM and, as such,
may indirectly control the decisions of BAM regarding the vote and disposition of securities held by VE Holdings; therefore, Partners may be deemed to have indirect beneficial ownership of the Shares held by VE Holdings.
Pursuant to Rule 13d-4 of the Exchange Act, the Reporting Persons declare that filing this Schedule 13G shall not be construed as an admission that any such person is, for
the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Schedule 13G except to the extent of such person’s pecuniary interest in the shares of Common Stock, and except to
the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person.
All calculations of percentage ownership herein are based on a total of 67,980,992 Shares as of November 4, 2019, as disclosed on the Form 10-Q.
|
|
CUSIP No. 629209305
|
SCHEDULE 13G
|
Page 20 of 24
|
|
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 person has 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.
|
CERTIFICATIONS.
|
|
|
|
|
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 of 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. 629209305
|
SCHEDULE 13G
|
Page 21 of 24
|
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 13, 2020
|
|
OAKTREE VALUE EQUITY HOLDINGS, L.P.
|
|
|
|
|
|
|
|
|
|
By:
|
Oaktree Value Equity Fund GP, L.P.
|
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
|
|
|
By:
|
Oaktree Value Equity Fund GP, Ltd.
|
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
|
|
|
By:
|
Oaktree Capital Management, L.P.
|
|
|
|
Its:
|
Director
|
|
|
|
|
|
|
|
|
By:
|
/s/Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Senior Vice President
|
|
|
|
OAKTREE VALUE EQUITY FUND GP, L.P.
|
|
|
|
|
|
|
|
|
|
By:
|
Oaktree Value Equity Fund GP, Ltd.
|
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
|
|
|
By:
|
Oaktree Capital Management, L.P.
|
|
|
|
Its:
|
Director
|
|
|
|
|
|
|
|
|
By:
|
/s/Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Senior Vice President
|
|
|
|
|
|
|
|
|
OAKTREE VALUE EQUITY FUND GP LTD.
|
|
|
|
|
|
|
|
|
|
By:
|
Oaktree Capital Management, L.P.
|
|
|
|
Its:
|
Director
|
|
|
|
|
|
|
|
|
By:
|
/s/Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Senior Vice President
|
|
|
CUSIP No. 629209305
|
SCHEDULE 13G
|
Page 22 of 24
|
|
|
OAKTREE CAPITAL MANAGEMENT, L.P.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Senior Vice President
|
|
|
|
|
|
|
|
|
OAKTREE CAPITAL MANAGEMENT GP, LLC
|
|
|
|
|
By:
|
Atlas OCM Holdings, LLC
|
|
|
Its:
|
Managing Member
|
||
|
By:
|
Oaktree New Holdings, LLC
|
||
|
Its:
|
Member
|
||
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Senior Vice President
|
|
|
ATLAS OCM HOLDINGS, LLC
|
|||
|
By:
|
Oaktree New Holdings, LLC
|
||
|
Its:
|
Member
|
||
|
By:
|
/s/ Jordan Mikes
|
||
|
Name:
|
Jordan Mikes
|
||
|
Title:
|
Senior Vice President
|
||
|
OAKTREE FUND GP, LLC
|
|||
|
By:
|
Oaktree Fund GP I, L.P.
|
||
|
Its:
|
Managing Member
|
||
|
By:
|
/s/ Jordan Mikes
|
||
|
Name:
|
Jordan Mikes
|
||
|
Title:
|
Authorized Signatory
|
||
|
|
OAKTREE FUND GP I, L.P.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
|
OAKTREE CAPITAL I, L.P.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Senior Vice President
|
|
|
CUSIP No. 629209305
|
SCHEDULE 13G
|
Page 23 of 24
|
|
|
OCM HOLDINGS I, LLC
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Senior Vice President
|
|
|
|
|
|
|
|
|
OAKTREE HOLDINGS, LLC
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Senior Vice President
|
|
|
|
OAKTREE CAPITAL GROUP, LLC
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Senior Vice President
|
|
|
|
|
|
|
|
|
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Senior Vice President
|
|
|
BROOKFIELD ASSET MANAGEMENT INC.
|
|||
|
By:
|
/s/ Justin Beber
|
||
|
Name:
|
Justin Beber
|
||
|
Title:
|
Chief Legal Officer
|
||
| PARTNERS LIMITED |
|||
| By: |
/s/ Brian D. Lawson | ||
| Name: |
Brian D. Lawson
|
||
| Title: |
Director |
||
|
CUSIP No. 629209305
|
SCHEDULE 13G
|
Page 24 of 24
|
Exhibit Index
|
Exhibit 1.
|
Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
|
EXHIBIT 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees
that the foregoing statement on this Schedule 13G is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of the undersigned without the necessity of filing additional
joint acquisition statements. Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be
responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: February 13, 2020
|
|
OAKTREE VALUE EQUITY HOLDINGS, L.P.
|
|
|
|
|
|
|
|
|
|
By:
|
Oaktree Value Equity Fund GP, L.P.
|
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
|
|
|
By:
|
Oaktree Value Equity Fund GP, Ltd.
|
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
|
|
|
By:
|
Oaktree Capital Management, L.P.
|
|
|
|
Its:
|
Director
|
|
|
|
|
|
|
|
|
By:
|
/s/Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Senior Vice President
|
|
|
|
OAKTREE VALUE EQUITY FUND GP, L.P.
|
|
|
|
|
|
|
|
|
|
By:
|
Oaktree Value Equity Fund GP, Ltd.
|
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
|
|
|
By:
|
Oaktree Capital Management, L.P.
|
|
|
|
Its:
|
Director
|
|
|
|
|
|
|
|
|
By:
|
/s/Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Senior Vice President
|
|
|
|
|
|
|
|
|
OAKTREE VALUE EQUITY FUND GP LTD.
|
|
|
|
|
|
|
|
|
|
By:
|
Oaktree Capital Management, L.P.
|
|
|
|
Its:
|
Director
|
|
|
|
|
|
|
|
|
By:
|
/s/Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Senior Vice President
|
|
|
|
OAKTREE CAPITAL MANAGEMENT, L.P.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Senior Vice President
|
|
|
|
|
|
|
|
|
OAKTREE CAPITAL MANAGEMENT GP, LLC
|
|
|
|
|
By:
|
Atlas OCM Holdings, LLC
|
|
|
Its:
|
Managing Member
|
||
|
By:
|
Oaktree New Holdings, LLC
|
||
|
Its:
|
Member
|
||
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Senior Vice President
|
|
|
ATLAS OCM HOLDINGS, LLC
|
|||
|
By:
|
Oaktree New Holdings, LLC
|
||
|
Its:
|
Member
|
||
|
By:
|
/s/ Jordan Mikes
|
||
|
Name:
|
Jordan Mikes
|
||
|
Title:
|
Senior Vice President
|
||
|
OAKTREE FUND GP, LLC
|
|||
|
By:
|
Oaktree Fund GP I, L.P.
|
||
|
Its:
|
Managing Member
|
||
|
By:
|
/s/ Jordan Mikes
|
||
|
Name:
|
Jordan Mikes
|
||
|
Title:
|
Authorized Signatory
|
||
|
|
OAKTREE FUND GP I, L.P.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
|
OAKTREE CAPITAL I, L.P.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Senior Vice President
|
|
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OCM HOLDINGS I, LLC
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Senior Vice President
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OAKTREE HOLDINGS, LLC
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Senior Vice President
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OAKTREE CAPITAL GROUP, LLC
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Senior Vice President
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OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Senior Vice President
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BROOKFIELD ASSET MANAGEMENT INC.
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By:
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/s/ Justin Beber
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Name:
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Justin Beber
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Title:
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Chief Legal Officer
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| PARTNERS LIMITED |
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| By: |
/s/ Brian D. Lawson | ||
| Name: |
Brian D. Lawson
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| Title: |
Director |
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