-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KGaPMvttSVNCt6XN1P0377Ax9Q0rOF6/pcuYYgIDwBb8Z9wy246FjSp7MLAmFisk ri4x5vxRc/we2zXRlTlFRg== 0001104659-07-011963.txt : 20070216 0001104659-07-011963.hdr.sgml : 20070216 20070216170001 ACCESSION NUMBER: 0001104659-07-011963 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070216 DATE AS OF CHANGE: 20070216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MRU HOLDINGS INC CENTRAL INDEX KEY: 0001145202 STANDARD INDUSTRIAL CLASSIFICATION: LOAN BROKERS [6163] IRS NUMBER: 330954381 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78288 FILM NUMBER: 07632082 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: (212) 398-1780 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: PACIFIC TECHNOLOGY INC DATE OF NAME CHANGE: 20030306 FORMER COMPANY: FORMER CONFORMED NAME: DR PROTEIN COM INC DATE OF NAME CHANGE: 20010718 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Nomura Credit & Capital, Inc. CENTRAL INDEX KEY: 0001317700 IRS NUMBER: 134012258 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2 WORLD FINANCIAL CENTER STREET 2: BUILDING B CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 212-667-9318 MAIL ADDRESS: STREET 1: 2 WORLD FINANCIAL CENTER STREET 2: BUILDING B CITY: NEW YORK STATE: NY ZIP: 10281 SC 13D/A 1 a07-4854_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE
COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D
(Rule 13d-101)

 

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

 

Under the Securities Exchange Act of 1934
(Amendment No. 4)(1)

 

MRU Holdings, Inc.

(Name of Issuer)

 

Common Stock ($0.001 par value)

(Title of Class of Securities)

 

55348A102

(CUSIP Number)

 

Robert Leifer

Nomura Credit & Capital, Inc.

2 World Financial Center, Building B

New York, New York 10281

(212) 667-9300

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

 

February 13, 2007

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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).

 


(1)           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.

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.   55348A102

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Nomura Credit & Capital, Inc.  13-4012258

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
3,549,449 shares.

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
3,549,449 shares.

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,549,449 shares.

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
16.2%

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

2




 

Item 1.

Security and Issuer

This Statement on Schedule 13D (this “Statement”) relates to sales of shares of common stock, par value $0.001 per share (“Warrant Shares”), of MRU Holdings, Inc., a Delaware corporation (the “Issuer”) by Nomura Credit & Capital, Inc. (“NCCI”).  NCCI acquired the shares pursuant to the partial exercise of a warrant held by NCCI. The warrant will, after such exercise, be exercisable to purchase 2,095,004 shares of Common Stock.  The principal executive office of the Issuer is located at 600 Lexington Avenue, New York, New York 10022.

 

 

Item 2.

Identity and Background

NCCI, a subsidiary of Nomura Holdings, Inc., is a Delaware corporation and its principal business is financing and aggregation of assets leading to the securitization of such assets.  NCCI’s principal office and principal place of business are located at 2 World Financial Center, Building B, New York, New York 10281.  During the last five years, NCCI (i) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and (ii) has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction whereby, as a result of such proceeding, NCCI was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

 

Item 3.

Source and Amount of Funds or Other Consideration

N/A.

 

 

Item 4.

Purpose of Transaction

On January 19, 2007, NCCI entered into agreements to sell, subject to certain conditions, 3,000,000 Warrant Shares of the Issuer (the “Transactions”) in the aggregate.  The Transactions were comprised of the CRT Securities Purchase Agreement and the Harbor Drive Securities Purchase Agreement (as such terms are defined in Item 6 below). The obligations of the respective parties to consummate the Transactions, including the transfers of the Warrant Shares, were conditioned upon the effectiveness of a Registration Statement on Form S-3 that the Issuer filed with the Securities and Exchange Commission (the “SEC”) on November 9, 2006 (the “Registration Statement”).  The CRT Securities Purchase Agreement and the Harbor Drive Securities Purchase Agreement provided that, in the event the Registration Statement was not declared effective by the SEC by February 13, 2007, NCCI and the respective purchasers pursuant to such agreements would have the option to terminate the respective agreement.  On February 13, 2007 and February 14, 2007, respectively, NCCI entered into the CRT Letter Agreement and Harbor Drive Letter Agreement (as such terms are defined in Item 6 below), amending the CRT Securities Purchase Agreement and Harbor Drive Securities Purchase Agreement.  The CRT Letter Agreement and Harbor Drive Letter Agreement, which are included as Exhibits 99.6 and 99.7 to this Statement, (i) amend the purchase price for the Warrant Shares pursuant to the CRT Securities Purchase Agreement and the Harbor Drive Securities Purchase Agreement and (ii) eliminate the right of NCCI and the respective purchasers pursuant to such agreements to terminate the respective agreement in the event the Registration Statement has not been declared effective by the SEC by February 13, 2007.  The Warrant Shares sold pursuant to the Transactions were transferred pursuant to the partial exercise of a warrant held by NCCI (“Warrant No. 5”) dated December 21, 2006 issued to NCCI by the Issuer, which is included as Exhibit 99.2 to this Statement.  NCCI is currently evaluating various additional opportunities to sell Common Stock of the Issuer to other private parties.

 

 

Item 5.

Interest in Securities of the Issuer

(a)  Following the Transactions, NCCI will have the right, pursuant to Warrant No. 5, to purchase 2,095,004 shares of the Common Stock of the Issuer.  NCCI holds an additional warrant to purchase 1,454,445 shares of Common Stock of the Issuer, which is exercisable on the earlier of (i) February 5, 2007 and (ii) the occurrence of an Acceleration Event, as such term is defined in Warrant No. 2 (“Warrant No. 2”) dated February 4, 2005 issued to NCCI by the Issuer, which is included as Exhibit 99.1 to this Statement.  Using the calculation methodology required by Rule 13-3(d)(1)(i), the number of shares underlying Warrant No. 2 and Warrant No. 5 held by NCCI equals 16.2% of the Issuer’s outstanding Common Stock.

 

3




 

(b)  After exercise by NCCI of Warrant No. 5, the number of shares as to which there is sole power to vote or direct the vote and sole power to dispose or direct the disposition of is:  3,549,449 shares.

(c)  Not Applicable.

(d)  Not Applicable.

(e)  Not Applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

On January 19, 2007, NCCI entered into a Securities Purchase Agreement (the “CRT Securities Purchase Agreement”) by and among NCCI, CRT Capital Group LLC (“CRT”), and McGuireWoods LLP  (“McGuire”), as Escrow Agent, pursuant to which NCCI agreed to sell to CRT, subject to certain conditions, 2,500,000 Warrant Shares in exchange for cash in the amount of $5.30 per share (the “CRT Transaction”).  On February 13, 2007, NCCI entered into a Letter Agreement (the “CRT Letter Agreement”) by and among NCCI, CRT and McGuire, as Escrow Agent, pursuant to which the parties agreed to amend the CRT Securities Purchase Agreement to (i) adjust the purchase price for the Warrant Shares (as such term is defined in the CRT Securities Purchase Agreement) to an amount equal to $5.90 per Warrant Share and (ii) waive any right provided by the CRT Securities Purchase Agreement to terminate the CRT Securities Purchase Agreement in the event the Registration Statement has not become effective by February 13, 2007.

On January 19, 2007, NCCI entered into a Securities Purchase Agreement (the “Harbor Drive Securities Purchase Agreement”) by and among NCCI, Harbor Drive Special Situations Master Fund Ltd. (“Harbor Drive”), and McGuire, as Escrow Agent, pursuant to which NCCI agreed to sell to Harbor Drive, subject to certain conditions, 500,000 Warrant Shares in exchange for cash in the amount of $5.30 per share (the “Harbor Drive Transaction”).  On February 14, 2007, NCCI entered into a Letter Agreement (the “Harbor Drive Letter Agreement” and, together with the CRT Letter Agreement, the “Letter Agreements”) by and among NCCI, Harbor Drive and McGuire, as Escrow Agent, pursuant to which the parties agreed to amend the Harbor Drive Securities Purchase Agreement to (i) adjust the purchase price for the Warrant Shares (as such term is defined in the Harbor Drive Securities Purchase Agreement) to an amount equal to $5.90 per Warrant Share and (ii) waive any right provided by the Harbor Drive Securities Purchase Agreement to terminate the Harbor Drive Securities Purchase Agreement in the event the Registration Statement has not become effective by February 13, 2007.

On January 25, 2007, NCCI entered into an Amended and Restated Securities Purchase Agreement (the “Perry Securities Purchase Agreement” and, together with the CRT Securities Purchase Agreement and the Harbor Drive Securities Purchase Agreement, the “Securities Purchase Agreements”) by and among NCCI, Perry Partners LP, Perry Partners International Inc., Perry Commitment Fund LP, Perry Commitment Master Fund LP (collectively, “Perry”) and McGuire, as Escrow Agent, pursuant to which NCCI agreed to sell to Perry, subject to certain conditions, 1,800,000 Warrant Shares in exchange for cash in the amount of $5.30 per share (the “Perry Transaction”).

The descriptions of the Securities Purchase Agreements and the Letter Agreements set forth herein are qualified in their entirety by reference to the actual terms of the Securities Purchase Agreements and the Letter Agreements, which are included as Exhibits 99.3 through 99.7 to this Statement.  See the response to Item 4 above for additional description of the terms of the Securities Purchase Agreements and the Letter Agreements.

 

 

Item 7.

Material to Be Filed as Exhibits

 

Exhibit Number

 

Description

 

 

 

99.1

 

Warrant No. 2 dated February 4, 2005 to purchase shares of common stock of the Issuer issued to NCCI (incorporation herein by reference to Exhibit 4.2 to the Issuer’s Current Report on Form 8-K dated February 10, 2005)

 

 

 

99.2

 

Warrant No. 5 dated December 21, 2006 to purchase shares of common stock of

 

4




 

 

the Issuer issued to NCCI (incorporated herein by reference to Exhibit 99.1 to the Issuer’s statement on Schedule 13D dated December 29, 2006)

 

 

 

99.3

 

Securities Purchase Agreement dated January 19, 2007 by and among NCCI, CRT Capital Group LLC and McGuireWoods LLP, as Escrow Agent (incorporated herein by reference to Exhibit 99.3 to the Issuer’s statement on Schedule 13D dated January 26, 2007)

 

 

 

99.4

 

Securities Purchase Agreement dated January 19, 2007 by and among NCCI, Harbor Drive Special Situations Master Fund Ltd. and McGuireWoods LLP, as Escrow Agent (incorporated herein by reference to Exhibit 99.4 to the Issuer’s statement on Schedule 13D dated January 26, 2007)

 

 

 

99.5

 

Amended and Restated Securities Purchase Agreement dated January 25, 2007 by and among NCCI, Perry Partners LP, Perry Partners International Inc., Perry Commitment Fund LP, Perry Commitment Master Fund LP and McGuireWoods LLP, as Escrow Agent (incorporated herein by reference to Exhibit 99.5 to the Issuer’s statement on Schedule 13D dated January 26, 2007)

 

 

 

99.6

 

Letter Agreement dated February 13, 2007 by and among NCCI, CRT Capital Group LLC and McGuireWoods LLP, as Escrow Agent

 

 

 

99.7

 

Letter Agreement dated February 14, 2007 by and among NCCI, Harbor Drive Special Situations Master Fund Ltd. and McGuireWoodsLLP, as Escrow Agent

 

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.

NOMURA CREDIT & CAPITAL, INC.


February 16, 2007

Date


/s/ Robert Leifer

Signature


Robert Leifer/Director

Name/Title

 

6



EX-99.6 2 a07-4854_1ex99d6.htm EX-99.6

Exhibit 99.6

CRT CAPITAL GROUP LLC

262 Harbor Drive Stamford, CT 06902

February 13, 2007

Nomura Credit & Capital, Inc.

2 World Financial Center, 21st floor

New York, NY 10281

Attn:  Mr. Robert Leifer

McGuire Woods LLP, as Escrow Agent

1345 Avenue of the Americas, 7th Floor

New York, NY 10105

Attn:  Louis W. Zehil, Esq.

Gentlemen:

We refer to the Stock Purchase Agreement, dated as of January 19, 2007 (the “Agreement”), by and between Nomura Credit & Capital, Inc., CRT Capital Group LLC and McGuire Woods LLP.  (Certain defined terms used in this letter are used as defined in the Agreement.)  This letter amends the Agreement as set forth below:

1.             The Purchase Amount set forth in Section 1.1 of the Agreement shall be Fourteen Million Five Hundred Seventy Five Thousand Dollars ($14,750,000).

2.             Notwithstanding the provisions of Section 1.2 of the Agreement, the parties to the Agreement waive any right provided by the Agreement to delay the consummation of the sale and purchase of the Warrant Shares until the effectiveness of the Registration Statement.  Within one day after the date hereof, the Buyer will deposit with the Escrow Agent cash in the amount of $1,500,000 which the Buyer and the Escrow Agent agree is the difference between $14,750,000 and the amount of the original Purchase Amount, which the Buyer has already deposited with the Escrow Agent.  Once such deposit has been made, the Seller shall immediately make the deliveries referred to in Section 1.2 of the Agreement.

3.             Notwithstanding the last sentence of Section 1.2 of the Agreement, the Escrow Agent shall deliver to the Seller the sum of Six Million Dollars ($6,000,000), which amount represents the amended Purchase Amount less the exercise price for the Warrant Shares being purchased.

4.             The parties agree that Section 4.1 of the Agreement shall be deleted.




Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its original terms.

If you are in agreement with the foregoing, please indicate acceptance of this amendment by signing the enclosed counterparts of this letter and returning it to us, whereupon this letter shall constitute a binding amendment to the Agreement.

Your sincerely,

 

 

 

CRT Capital Group LLC

 

 

 

 

 

By:

  /s/ Paul Bigler

 

 

 

Name: Paul Bigler

 

 

Title: Chief Financial Officer

 

 

Accepted and agreed to:

 

 

 

Nomura Credit & Capital, Inc.

 

 

 

 

 

By:

  /s/ Robert Leifer

 

 

 

Name: Robert Leifer

 

 

Title: Director

 

 

 

 

 

 

 

McGuire Woods LLP

 

 

 

 

 

By:

  /s/ Thomas H. Horenkamp

 

 

 

Name: Thomas H. Horenkamp

 

 

Title: Associate

 

 

 

 

 

 

 

cc:

Sidley Austin LLP

 

One S. Dearborn St.

 

Chicago, IL 60603

 

Attn.: John P. Kelsh

 

 

 

 

Willkie Farr & Gallagher LLP

 

787 Seventh Avenue

 

New York, NY 10019

 

Attn.: William N. Dye

 

 

2



EX-99.7 3 a07-4854_1ex99d7.htm EX-99.7

Exhibit 99.7

Harbor Drive Special Situations Master Fund Ltd.

February 14, 2007

Nomura Credit & Capital, Inc.

2 World Financial Center, 21st floor

New York, NY 10281

Attn:  Mr. Robert Leifer

McGuire Woods LLP, as Escrow Agent

1345 Avenue of the Americas, 7th Floor

New York, NY 10105

Attn:  Louis W. Zehil, Esq.

Gentlemen:

We refer to the Stock Purchase Agreement, dated as of January 19, 2007 (the “Agreement”), by and between Nomura Credit & Capital, Inc., Harbor Drive Special Situations Master Fund Ltd. and McGuire Woods LLP.  (Certain defined terms used in this letter are used as defined in the Agreement.)  This letter amends the Agreement as set forth below:

1.             The Purchase Amount set forth in Section 1.1 of the Agreement shall be Two Million Nine Hundred Fifty Thousand Dollars ($2,950,000).

2.             Notwithstanding the provisions of Section 1.2 of the Agreement, the parties to the Agreement waive any right provided by the Agreement to delay the consummation of the sale and purchase of the Warrant Shares until the effectiveness of the Registration Statement.  Within one day after the date hereof, the Buyer will deposit with the Escrow Agent cash in the amount of $300,000 which the Buyer and the Escrow Agent agree is the difference between $2,950,000 and the amount of the original Purchase Amount, which the Buyer has already deposited with the Escrow Agent.  Once such deposit has been made, the Seller shall immediately make the deliveries referred to in Section 1.2 of the Agreement.

3.             Notwithstanding the last sentence of Section 1.2 of the Agreement, the Escrow Agent shall deliver to the Seller the sum of One Million Two Hundred Thousand Dollars ($1,200,000), which amount represents the amended Purchase Amount less the exercise price for the Warrant Shares being purchased.

4.             The parties agree that Section 4.1 of the Agreement shall be deleted.




Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its original terms.

If you are in agreement with the foregoing, please indicate acceptance of this amendment by signing the enclosed counterparts of this letter and returning it to us, whereupon this letter shall constitute a binding amendment to the Agreement.

Your sincerely,

 

 

 

Harbor Drive Special Situations Master Fund, Ltd.

 

 

 

 

 

By:

  /s/ C. Michael Vaughn

 

 

 

Name: C. Michael Vaughn

 

 

Title: Fund Manager

 

 

Accepted and agreed to:

 

 

 

Nomura Credit & Capital, Inc.

 

 

 

 

 

By:

  /s/ Robert Leifer

 

 

 

Name: Robert Leifer

 

 

Title: Director

 

 

 

 

 

 

 

McGuire Woods LLP

 

 

 

 

 

By:

  /s/ Thomas H. Horenkamp

 

 

 

Name: Thomas H. Horenkamp

 

 

Title: Associate

 

 

 

 

 

 

 

cc:

Sidley Austin LLP

 

One S. Dearborn St.

 

 

Chicago, IL 60603

 

 

Attn.: John P. Kelsh

 

 

 

 

 

 

Willkie Farr & Gallagher LLP

 

787 Seventh Avenue

 

 

New York, NY 10019

 

 

Attn.: William N. Dye

 

 

 

2



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