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NMI (NMIH)

Filed: 14 Feb 22, 4:31pm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 5)*

 

NMI Holdings, Inc.
(Name of Issuer)
 
Class A common stock, $0.01 par value per share
(Title of Class of Securities)
 
629209305
(CUSIP Number)
 
December 31, 2021
(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 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).

 

 

 

 

  

 

 

CUSIP No. 629209305SCHEDULE 13GPage 2 of 24

 

 

1

NAME OF REPORTING PERSON

 

Oaktree Value Equity Holdings, 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

 

5,320,000 (1)

6

SHARED VOTING POWER

 

None.

7

SOLE DISPOSITIVE POWER

 

5,320,000 (1)

8

SHARED DISPOSITIVE POWER

 

None.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,320,000 (1)

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.2% (2)

 
12

TYPE OF REPORTING PERSON

 

PN

 

 


(1)

In its capacity as the direct owner of 5,320,000 shares of Class A common stock of the Issuer, $0.01 par value per share (“Shares”).

(2)

All calculations of percentage ownership herein are based on a total of 85,745,650 Shares outstanding as of October 29, 2021, 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 3, 2021 (the “Form 10-Q”).

 

 

  

 

 

CUSIP No. 629209305SCHEDULE 13GPage 3 of 24

 

 

1

NAME OF REPORTING PERSON

 

Oaktree Value Equity Fund GP, 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

 

Cayman Islands

 

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

5,320,000 (1)

6

SHARED VOTING POWER

 

None.

7

SOLE DISPOSITIVE POWER

 

5,320,000 (1)

8

SHARED DISPOSITIVE POWER

 

None.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,320,000 (1)

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.2%

 
12

TYPE OF REPORTING PERSON

 

PN

 

 


(1) Solely in its capacity as the general partner of Oaktree Value Equity Holdings, L.P.

 

  

 

 

CUSIP No. 629209305SCHEDULE 13GPage 4 of 24

 

 

1

NAME OF REPORTING PERSON

 

Oaktree Value Equity Fund GP Ltd.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) 

(b) 

3

SEC USE ONLY

 

 

 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

 

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

5,320,000 (1)

6

SHARED VOTING POWER

 

None.

7

SOLE DISPOSITIVE POWER

 

5,320,000 (1)

8

SHARED DISPOSITIVE POWER

 

None.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,320,000 (1)

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.2%

 
12

TYPE OF REPORTING PERSON

 

CO

 

 


(1) Solely in its capacity as the general partner of Oaktree Value Equity Fund GP, L.P.

 

  

 

 

CUSIP No. 629209305SCHEDULE 13GPage 5 of 24

 

 

1

NAME OF REPORTING PERSON

 

Oaktree Capital Management, 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

 

5,320,000 (1)

6

SHARED VOTING POWER

 

None.

7

SOLE DISPOSITIVE POWER

 

5,320,000 (1)

8

SHARED DISPOSITIVE POWER

 

None.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,320,000 (1)

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.2%

 
12

TYPE OF REPORTING PERSON

 

PN

 

 


(1) Solely in its capacity as the sole director of Oaktree Value Equity Fund GP Ltd.

 

 

  

 

 

CUSIP No. 629209305SCHEDULE 13GPage 6 of 24

 

 

1

NAME OF REPORTING PERSON

 

Oaktree Capital Management 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

 

5,320,000 (1)

6

SHARED VOTING POWER

 

None.

7

SOLE DISPOSITIVE POWER

 

5,320,000 (1)

8

SHARED DISPOSITIVE POWER

 

None.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,320,000 (1)

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.2%

 
12

TYPE OF REPORTING PERSON

 

CO

 

 


(1) Solely in its capacity as the general partner of Oaktree Capital Management, L.P.

 

 

  

 

 

CUSIP No. 629209305SCHEDULE 13GPage 7 of 24

 

 

1

NAME OF REPORTING PERSON

 

Atlas OCM 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

 

5,320,000 (1)

6

SHARED VOTING POWER

 

None.

7

SOLE DISPOSITIVE POWER

 

5,320,000 (1)

8

SHARED DISPOSITIVE POWER

 

None.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,320,000 (1)

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.2%

 
12

TYPE OF REPORTING PERSON

 

OO

 

 


(1)Solely in its capacity as the sole managing member of Oaktree Capital Management GP, LLC.

 

  

 

 

CUSIP No. 629209305SCHEDULE 13GPage 8 of 24

 

 

1

NAME OF REPORTING 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

 

5,320,000 (1)

6

SHARED VOTING POWER

 

None.

7

SOLE DISPOSITIVE POWER

 

5,320,000 (1)

8

SHARED DISPOSITIVE POWER

 

None.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,320,000 (1)

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.2%

 
12

TYPE OF REPORTING PERSON

 

PN

 

 


(1)Solely in its capacity as the sole shareholder of Oaktree Value Equity Fund GP Ltd.

 

  

 

 

CUSIP No. 629209305SCHEDULE 13GPage 9 of 24

 

 

1

NAME OF REPORTING 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

 

5,320,000 (1)

6

SHARED VOTING POWER

 

None.

7

SOLE DISPOSITIVE POWER

 

5,320,000 (1)

8

SHARED DISPOSITIVE POWER

 

None.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,320,000 (1)

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.2%

 
12

TYPE OF REPORTING PERSON

 

PN

 

 


(1)Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.

 

 

  

 

 

CUSIP No. 629209305SCHEDULE 13GPage 10 of 24

 

 

1

NAME OF REPORTING 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

 

5,320,000 (1)

6

SHARED VOTING POWER

 

None.

7

SOLE DISPOSITIVE POWER

 

5,320,000 (1)

8

SHARED DISPOSITIVE POWER

 

None.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,320,000 (1)

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.2%

 
12

TYPE OF REPORTING PERSON

 

OO

 

 


(1)Solely in its capacity as the general partner of Oaktree Capital I, L.P.

 

  

 

 

CUSIP No. 629209305SCHEDULE 13GPage 11 of 24

 

 

1

NAME OF REPORTING 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

 

5,320,000 (1)

6

SHARED VOTING POWER

 

None.

7

SOLE DISPOSITIVE POWER

 

5,320,000 (1)

8

SHARED DISPOSITIVE POWER

 

None.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,320,000 (1)

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.2%

 
12

TYPE OF REPORTING PERSON

 

OO

 

 


(1) Solely in its capacity as the managing member of OCM Holdings I, LLC.

 

  

 

 

CUSIP No. 629209305SCHEDULE 13GPage 12 of 24

   

 

1

NAME OF REPORTING 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

 

5,320,000 (1)

6

SHARED VOTING POWER

 

None.

7

SOLE DISPOSITIVE POWER

 

5,320,000 (1)

8

SHARED DISPOSITIVE POWER

 

None.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,320,000 (1)

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.2%

 
12

TYPE OF REPORTING PERSON

 

OO

 

 


(1) Solely in its capacity as the managing member of Oaktree Holdings, LLC.

 

  

 

 

CUSIP No. 629209305SCHEDULE 13GPage 13 of 24

 

 

1

NAME OF REPORTING 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

 

5,320,000 (1)

6

SHARED VOTING POWER

 

None.

7

SOLE DISPOSITIVE POWER

 

5,320,000 (1)

8

SHARED DISPOSITIVE POWER

 

None.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,320,000 (1)

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.2%

 
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. 629209305SCHEDULE 13GPage 14 of 24

 

 

1

NAME OF REPORTING 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

 

5,320,000 (1)

6

SHARED VOTING POWER

 

None.

7

SOLE DISPOSITIVE POWER

 

5,320,000 (1)

8

SHARED DISPOSITIVE POWER

 

None.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,320,000 (1)

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.2%

 
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. 629209305SCHEDULE 13GPage 15 of 24

 

 

1

NAME OF REPORTING PERSON

 

BAM Partners Trust

 
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

 

5,320,000 (1)

6

SHARED VOTING POWER

 

None.

7

SOLE DISPOSITIVE POWER

 

5,320,000 (1)

8

SHARED DISPOSITIVE POWER

 

None.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,320,000 (1)

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.2%

 
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. 629209305SCHEDULE 13GPage 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 5,320,000 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)BAM Partners Trust, a trust formed under the laws of Ontario (“BAM Partnership”), in its capacity as the sole owner of Class B Limited Voting Shares of BAM.
   
 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. 629209305SCHEDULE 13GPage 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. 629209305SCHEDULE 13GPage 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 5,320,000 Shares, constituting approximately 6.2% 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. 629209305SCHEDULE 13GPage 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 of 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.

 

BAM Partnership, 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, BAM Partnership 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 85,745,650 Shares as of October 29, 2021, as disclosed on the Form 10-Q.

 

 

 

  

 

 

CUSIP No. 629209305SCHEDULE 13GPage 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 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. 629209305SCHEDULE 13GPage 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 14, 2022

  

 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/ Henry Orren 
 Name:Henry Orren 
 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/ Henry Orren 
 Name:Henry Orren 
 Title:   Senior Vice President 
    
 OAKTREE VALUE EQUITY FUND GP LTD. 
    
 By:Oaktree Capital Management, L.P. 
 Its:Director 
    
 By:/s/ Henry Orren 
 Name:Henry Orren 
 Title:   Senior Vice President 

 

 

  

 

 

CUSIP No. 629209305SCHEDULE 13GPage 22 of 24

 

 

 OAKTREE CAPITAL MANAGEMENT, L.P. 
    
 By:/s/ Henry Orren 
 Name:Henry Orren 
 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/ Henry Orren 
 Name:Henry Orren 
 Title:Senior Vice President 
    
 ATLAS OCM HOLDINGS, LLC 
    
 By:Oaktree New Holdings, LLC 
 Its:Member 
    
 By:/s/ Henry Orren 
 Name:Henry Orren 
 Title:Senior Vice President 
    
 OAKTREE FUND GP, LLC 
    
 By:Oaktree Fund GP I, L.P. 
 Its:

Managing Member

 

 
 By:/s/ Henry Orren 
 Name:Henry Orren 
 Title:Senior Vice President 

 

 OAKTREE FUND GP I, L.P. 
    
 By:/s/ Henry Orren 
 Name:Henry Orren 
 Title:Senior Vice President 
    
 OAKTREE CAPITAL I, L.P. 
    
 By:/s/ Henry Orren 
 Name:Henry Orren 
 Title:Senior Vice President 

 

 

  

 

 

CUSIP No. 629209305SCHEDULE 13GPage 23 of 24

 

 

 OCM HOLDINGS I, LLC 
    
 By:/s/ Henry Orren 
 Name:Henry Orren 
 Title:Senior Vice President 
   
 OAKTREE HOLDINGS, LLC 
    
 By:/s/ Henry Orren 
 Name:Henry Orren 
 Title:Senior Vice President 
    
 OAKTREE CAPITAL GROUP, LLC 
    
 By:/s/ Henry Orren 
 Name:Henry Orren 
 Title:Senior Vice President 
    
 OAKTREE CAPITAL GROUP HOLDINGS GP, LLC 
    
 By:/s/ Henry Orren 
 Name:Henry Orren 
 Title:Senior Vice President 
    
 BROOKFIELD ASSET MANAGEMENT INC. 
    
 By:/s/ Kathy Sarpash 
 Name:Kathy Sarpash 
 Title:Senior Vice President Legal & Regulatory 
    
 BAM PARTNERS TRUST 
   
 By:BAM Class B Partners Inc. 
 Its:Trustee 
    
 By:/s/ Kathy Sarpash 
 Name:Kathy Sarpash 
 Title:Secretary 

 

 

  

 

 

CUSIP No. 629209305SCHEDULE 13GPage 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 14, 2022

 

 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/ Henry Orren 
 Name:Henry Orren 
 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/ Henry Orren 
 Name:Henry Orren 
 Title:Senior Vice President 
    
 OAKTREE VALUE EQUITY FUND GP LTD. 
    
 By:Oaktree Capital Management, L.P. 
 Its:Director 
    
 By:/s/ Henry Orren 
 Name:Henry Orren 
 Title:Senior Vice President 

 

 

  

 

 

 OAKTREE CAPITAL MANAGEMENT, L.P. 
    
 By:/s/ Henry Orren 
 Name:Henry Orren 
 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/ Henry Orren 
 Name:Henry Orren 
 Title:Senior Vice President 
    
 ATLAS OCM HOLDINGS, LLC 
    
 By:Oaktree New Holdings, LLC 
 Its:Member 
    
 By:/s/ Henry Orren 
 Name:Henry Orren 
 Title:Senior Vice President 
    
 OAKTREE FUND GP, LLC 
    
 By:Oaktree Fund GP I, L.P. 
 Its:

Managing Member

 

 
 By:/s/ Henry Orren 
 Name:Henry Orren 
 Title:Senior Vice President 

 

 OAKTREE FUND GP I, L.P. 
    
 By:/s/ Henry Orren 
 Name:Henry Orren 
 Title:   Senior Vice President 
    
 OAKTREE CAPITAL I, L.P. 
    
 By:/s/ Henry Orren 
 Name:Henry Orren 
 Title:Senior Vice President 

 

 

  

 

 

 OCM HOLDINGS I, LLC 
    
 By:/s/ Henry Orren 
 Name:Henry Orren 
 Title:Senior Vice President 
   
 OAKTREE HOLDINGS, LLC 
    
 By:/s/ Henry Orren 
 Name:Henry Orren 
 Title:Senior Vice President 
    
 OAKTREE CAPITAL GROUP, LLC 
    
 By:/s/ Henry Orren 
 Name:Henry Orren 
 Title:Senior Vice President 
    
 OAKTREE CAPITAL GROUP HOLDINGS GP, LLC 
    
 By:/s/ Henry Orren 
 Name:Henry Orren 
 Title:Senior Vice President 
    
 BROOKFIELD ASSET MANAGEMENT INC. 
    
 By:/s/ Kathy Sarpash 
 Name:Kathy Sarpash 
 Title:Senior Vice President Legal & Regulatory 
    
 BAM PARTNERS TRUST 
   
 By:BAM Class B Partners Inc. 
 Its:Trustee 
    
 By:/s/ Kathy Sarpash 
 Name:Kathy Sarpash 
 Title:Secretary