0000921895-13-000400.txt : 20130214 0000921895-13-000400.hdr.sgml : 20130214 20130214163800 ACCESSION NUMBER: 0000921895-13-000400 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST MARBLEHEAD CORP CENTRAL INDEX KEY: 0001262279 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 043295311 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79549 FILM NUMBER: 13614843 BUSINESS ADDRESS: STREET 1: 800 BOYLSTON ST. STREET 2: 34TH FLOOR CITY: BOSTON STATE: MA ZIP: 02199-8157 BUSINESS PHONE: 617 638-2000 MAIL ADDRESS: STREET 1: 800 BOYLSTON ST. STREET 2: 34TH FLOOR CITY: BOSTON STATE: MA ZIP: 02199-8157 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Mangrove Partners Fund, L.P. CENTRAL INDEX KEY: 0001486623 IRS NUMBER: 272067192 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 10 EAST 53RD STREET STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 630 5072 MAIL ADDRESS: STREET 1: 10 EAST 53RD STREET STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 sc13ga108511006_12312012.htm sc13ga108511006_12312012.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
 
(Amendment No. 1)1
 

The First Marblehead Corporation
 (Name of Issuer)
 
Common Stock, $0.01 par value per share
 (Title of Class of Securities)
 
320771 10 8
 (CUSIP Number)
 
January 1, 2013
 (Date of Event Which Requires Filing of this Statement)
 
 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
   o  Rule 13d-1(b)
 
   x  Rule 13d-1(c)
 
   o  Rule 13d-1(d)
 
 

_______________
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 the disclosures provided in a prior cover page.
 
      The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
CUSIP NO. 320771 10 8
 
 
1
NAME OF REPORTING PERSON
 
MANGROVE PARTNERS MASTER FUND, LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
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
 
- 0 -
6
SHARED VOTING POWER
 
10,994,491
7
SOLE DISPOSITIVE POWER
 
- 0 -
8
SHARED DISPOSITIVE POWER
 
10,994,491
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,994,491
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.9%
12
TYPE OF REPORTING PERSON
 
OO

 
2
 
CUSIP NO. 320771 10 8
 
1
NAME OF REPORTING PERSON
 
THE MANGROVE PARTNERS FUND, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
- 0 -
6
SHARED VOTING POWER
 
10,994,491
7
SOLE DISPOSITIVE POWER
 
- 0 -
8
SHARED DISPOSITIVE POWER
 
10,994,491
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,994,491
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.9%
12
TYPE OF REPORTING PERSON
 
PN

 
3
 
CUSIP NO. 320771 10 8
 
1
NAME OF REPORTING PERSON
 
MANGROVE PARTNERS FUND (CAYMAN), LTD.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
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
 
- 0 -
6
SHARED VOTING POWER
 
10,994,491
7
SOLE DISPOSITIVE POWER
 
- 0 -
8
SHARED DISPOSITIVE POWER
 
10,994,491
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,994,491
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.9%
12
TYPE OF REPORTING PERSON
 
OO

 
4
 
CUSIP NO. 320771 10 8
 
1
NAME OF REPORTING PERSON
 
MANGROVE PARTNERS
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
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
 
- 0 -
6
SHARED VOTING POWER
 
10,994,491
7
SOLE DISPOSITIVE POWER
 
- 0 -
8
SHARED DISPOSITIVE POWER
 
10,994,491
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,994,491
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.9%
12
TYPE OF REPORTING PERSON
 
OO

 
5
 
CUSIP NO. 320771 10 8
 
1
NAME OF REPORTING PERSON
 
MANGROVE CAPITAL
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
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
 
- 0 -
6
SHARED VOTING POWER
 
10,994,491
7
SOLE DISPOSITIVE POWER
 
- 0 -
8
SHARED DISPOSITIVE POWER
 
10,994,491
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,994,491
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.9%
12
TYPE OF REPORTING PERSON
 
OO

 
6
 
CUSIP NO. 320771 10 8
 
1
NAME OF REPORTING PERSON
 
NATHANIEL AUGUST
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
- 0 -
6
SHARED VOTING POWER
 
10,994,491
7
SOLE DISPOSITIVE POWER
 
- 0 -
8
SHARED DISPOSITIVE POWER
 
10,994,491
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,994,491
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.9%
12
TYPE OF REPORTING PERSON
 
IN

 
7
 
CUSIP NO. 320771 10 8
 
Item 1(a).
Name of Issuer:
 
The First Marblehead Corporation
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
The Prudential Tower
800 Boylston Street, 34th Floor
Boston, Massachusetts 02199-8157

Item 2(a).
Name of Person Filing:
 
This statement is jointly filed by (1) The Mangrove Partners Master Fund, Ltd. (the “Master Fund”), (2) The Mangrove Partners Fund, L.P. (the “US Feeder”), (3) The Mangrove Partners Fund (Cayman), Ltd. (the “Cayman Feeder”), (4) Mangrove Partners, (5) Mangrove Capital and (6) Nathaniel August. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
 
The Shares (as defined below) which are the subject of this Schedule 13G are held, by virtue of a restructuring, by the Master Fund. Beneficial ownership of the Shares is also claimed by (i) the US Feeder and the Cayman Feeder, which are the two controlling shareholders of the Master Fund, (ii) Mangrove Partners which serves as the investment manager of each of the Master Fund, the US Feeder and the Cayman Feeder, (iii) Mangrove Capital which serves as the general partner of the US Feeder, and (iv) Nathaniel August who is the principal of Mangrove Partners and Mangrove Capital.
 
Item 2(b).
Address of Principal Business Office or, if none, Residence:
 
The principal business address of each of the US Feeder, Mangrove Partners, Mangrove Capital and Nathaniel August is 645 Madison Avenue, 14th Floor, New York, New York 10022.
 
The principal business address of each of the Cayman Feeder and the Master Fund is c/o Maples Corporate Services, Ltd., PO Box 309, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands KY1-1104.
 
Item 2(c).
Citizenship:
 
The US Feeder is organized under the laws of the state of Delaware.  Each of Mangrove Partners, Mangrove Capital, the Cayman Feeder and Mangrove Partners Master Fund is organized under the laws of the Cayman Islands. Nathaniel August is a citizen of the United States of America.
 
Item 2(d).
Title of Class of Securities:
 
Common Stock, $0.01 par value per share (the “Shares”).
 
Item 2(e).
CUSIP Number:
 
320771 10 8
 
 
8
 
CUSIP NO. 320771 10 8

Item 3.
If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
 
 
/X/
Not Applicable
 
 
(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)
/  /
Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).
 
 
(f)
/  /
Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F).
 
 
(g)
/  /
Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G).
 
 
(h)
/  /
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
 
 
(i)
/  /
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
 
 
(j)
/  /
Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
 
 
(k)
/  /
Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
 
Item 4.
Ownership.
 
All ownership information reported in this Item 4 is as of the close of business on January 1, 2013.
 
The Master Fund
 
 
(a)
Amount beneficially owned:
 
10,994,491 Shares
 
 
(b)
Percent of class:
 
9.9% (based upon 111,055,467 Shares outstanding, which is the total number of Shares outstanding as of November 5, 2012 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2012 plus Shares issued upon the conversion of Series B Preferred Stock acquired by the Reporting Persons).
 
 
9
 
CUSIP NO. 320771 10 8
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote
 
0 Shares
 
 
(ii)
Shared power to vote or to direct the vote
 
10,994,491 Shares
 
 
(iii)
Sole power to dispose or to direct the disposition of
 
0 Shares
 
 
(iv)
Shared power to dispose or to direct the disposition of
 
10,994,491 Shares
 
The US Feeder
 
 
(a)
Amount beneficially owned:
 
10,994,491 Shares
 
 
(b)
Percent of class:
 
9.9% (based upon 111,055,467 Shares outstanding, which is the total number of Shares outstanding as of November 5, 2012 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2012 plus Shares issued upon the conversion of Series B Preferred Stock acquired by the Reporting Persons).
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote
 
0 Shares
 
 
(ii)
Shared power to vote or to direct the vote
 
10,994,491 Shares
 
 
(iii)
Sole power to dispose or to direct the disposition of
 
0 Shares
 
 
(iv)
Shared power to dispose or to direct the disposition of
 
10,994,491 Shares
 
 
10
 
CUSIP NO. 320771 10 8
 
The Cayman Feeder
 
 
(a)
Amount beneficially owned:
 
10,994,491 Shares
 
 
(b)
Percent of class:
 
9.9% (based upon 111,055,467 Shares outstanding, which is the total number of Shares outstanding as of November 5, 2012 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2012 plus Shares issued upon the conversion of Series B Preferred Stock acquired by the Reporting Persons).
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote
 
0 Shares
 
 
(ii)
Shared power to vote or to direct the vote
 
10,994,491 Shares
 
 
(iii)
Sole power to dispose or to direct the disposition of
 
0 Shares
 
 
(iv)
Shared power to dispose or to direct the disposition of
 
10,994,491 Shares
 
Mangrove Partners
 
 
(a)
Amount beneficially owned:
 
10,994,491 Shares
 
 
(b)
Percent of class:
 
9.9% (based upon 111,055,467 Shares outstanding, which is the total number of Shares outstanding as of November 5, 2012 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2012 plus Shares issued upon the conversion of Series B Preferred Stock acquired by the Reporting Persons).
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote
 
0 Shares
 
 
(ii)
Shared power to vote or to direct the vote
 
10,994,491 Shares
 
 
11
 
CUSIP NO. 320771 10 8
 
 
(iii)
Sole power to dispose or to direct the disposition of
 
0 Shares
 
 
(iv)
Shared power to dispose or to direct the disposition of
 
10,994,491 Shares
 
Mangrove Capital
 
 
(a)
Amount beneficially owned:
 
10,994,491 Shares
 
 
(b)
Percent of class:
 
9.9% (based upon 111,055,467 Shares outstanding, which is the total number of Shares outstanding as of November 5, 2012 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2012 plus Shares issued upon the conversion of Series B Preferred Stock acquired by the Reporting Persons).
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote
 
0 Shares
 
 
(ii)
Shared power to vote or to direct the vote
 
10,994,491 Shares
 
 
(iii)
Sole power to dispose or to direct the disposition of
 
0 Shares
 
 
(iv)
Shared power to dispose or to direct the disposition of
 
10,994,491 Shares
 
Mr. August
 
 
(a)
Amount beneficially owned:
 
10,994,491 Shares
 
 
(b)
Percent of class:
 
9.9% (based upon 111,055,467 Shares outstanding, which is the total number of Shares outstanding as of November 5, 2012 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2012 plus Shares issued upon the conversion of Series B Preferred Stock acquired by the Reporting Persons).
 
 
12
 
CUSIP NO. 320771 10 8
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote
 
0 Shares
 
 
(ii)
Shared power to vote or to direct the vote
 
10,994,491 Shares
 
 
(iii)
Sole power to dispose or to direct the disposition of
 
0 Shares
 
 
(iv)
Shared power to dispose or to direct the disposition of
 
10,994,491 Shares
 
As the two controlling shareholders of the Master Fund, each of the US Feeder and the Cayman Feeder may be deemed the beneficial owner of the Shares owned by the Master Fund.  As the investment manager of each of the Master Fund, the US Feeder and the Cayman Feeder, Mangrove Partners may be deemed the beneficial owner of the Shares owned by the Master Fund.  As the general partner of the US Feeder, Mangrove Capital may be deemed the beneficial owner of the Shares owned by the Master Fund.  Mr. August, as the principal of Mangrove Partners and Mangrove Capital, may be deemed the beneficial owner of the Shares owned by the Master Fund.
 
The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein.  Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person.
 
Item 5.
Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the reporting 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 or Control Person.
 
Not Applicable.
 
Item 8.
Identification and Classification of Members of the Group.
 
See Exhibit 99.1
 
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.
 
 
13
 
CUSIP NO. 320771 10 8
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated: February 14, 2013
  
 
MANGROVE PARTNERS MASTER FUND, LTD
   
 
By:
Mangrove Partners
the Investment Manager
   
 
By:
/s/ Nathaniel August
   
Name:
Nathaniel August
   
Title:
Director


   
 
THE MANGROVE PARTNERS FUND, L.P.
   
 
By:
Mangrove Capital
as General Partner
   
 
By:
/s/ Nathaniel August
   
Name:
Nathaniel August
   
Title:
Director


   
 
MANGROVE PARTNERS FUND (CAYMAN), LTD.
   
 
By:
Mangrove Partners
the Investment Manager
   
 
By:
/s/ Nathaniel August
   
Name:
Nathaniel August
   
Title:
Director


 
MANGROVE PARTNERS
   
   
 
By:
/s/ Nathaniel August
   
Name:
Nathaniel August
   
Title:
Director


 
MANGROVE CAPITAL
   
   
 
By:
/s/ Nathaniel August
   
Name:
Nathaniel August
   
Title:
Director


   
 
/s/ Nathaniel August
 
NATHANIEL AUGUST
 
 
14
 
 
 EX-99.1 2 ex991to13ga108511006_123112.htm ex991to13ga108511006_123112.htm
 
Exhibit 99.1
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G dated February 14, 2013 (including amendments thereto) with respect to the Common Stock of The First Marblehead Corporation.  This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
 
 
Dated: February 14, 2013
  
 
MANGROVE PARTNERS MASTER FUND, LTD
   
 
By:
Mangrove Partners
the Investment Manager
   
 
By:
/s/ Nathaniel August
   
Name:
Nathaniel August
   
Title:
Director


   
 
THE MANGROVE PARTNERS FUND, L.P.
   
 
By:
Mangrove Capital
as General Partner
   
 
By:
/s/ Nathaniel August
   
Name:
Nathaniel August
   
Title:
Director


   
 
MANGROVE PARTNERS FUND (CAYMAN), LTD.
   
 
By:
Mangrove Partners
the Investment Manager
   
 
By:
/s/ Nathaniel August
   
Name:
Nathaniel August
   
Title:
Director


 
MANGROVE PARTNERS
   
   
 
By:
/s/ Nathaniel August
   
Name:
Nathaniel August
   
Title:
Director


 
MANGROVE CAPITAL
   
   
 
By:
/s/ Nathaniel August
   
Name:
Nathaniel August
   
Title:
Director


   
 
/s/ Nathaniel August
 
NATHANIEL AUGUST