0000950142-15-000059.txt : 20150109 0000950142-15-000059.hdr.sgml : 20150109 20150109172201 ACCESSION NUMBER: 0000950142-15-000059 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150107 FILED AS OF DATE: 20150109 DATE AS OF CHANGE: 20150109 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NewPage Holdings Inc. CENTRAL INDEX KEY: 0001578086 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 461505118 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8540 GANDER CREEK DRIVE CITY: MIAMISBURG STATE: OH ZIP: 45342 BUSINESS PHONE: (877) 855-7243 MAIL ADDRESS: STREET 1: 8540 GANDER CREEK DRIVE CITY: MIAMISBURG STATE: OH ZIP: 45342 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Capital Group, LLC CENTRAL INDEX KEY: 0001403528 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54963 FILM NUMBER: 15519983 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OAKTREE HOLDINGS, LLC CENTRAL INDEX KEY: 0001407181 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54963 FILM NUMBER: 15519984 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Capital I, L.P. CENTRAL INDEX KEY: 0001403530 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54963 FILM NUMBER: 15519986 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OAKTREE FUND GP I, L.P. CENTRAL INDEX KEY: 0001402746 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54963 FILM NUMBER: 15519987 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Capital Group Holdings GP, LLC CENTRAL INDEX KEY: 0001403525 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54963 FILM NUMBER: 15519989 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Fund GP, LLC CENTRAL INDEX KEY: 0001499005 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54963 FILM NUMBER: 15519988 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OCM HOLDINGS I, LLC CENTRAL INDEX KEY: 0001407178 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54963 FILM NUMBER: 15519985 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 FORMER NAME: FORMER CONFORMED NAME: OAKTREE HOLDINGS I, LLC DATE OF NAME CHANGE: 20070718 4 1 es1500136-4_ocghgpllc.xml OWNERSHIP DOCUMENT X0306 4 2015-01-07 1 0001578086 NewPage Holdings Inc. NONE 0001403525 Oaktree Capital Group Holdings GP, LLC 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001499005 Oaktree Fund GP, LLC 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001402746 OAKTREE FUND GP I, L.P. 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001403530 Oaktree Capital I, L.P. 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001407178 OCM HOLDINGS I, LLC 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001407181 OAKTREE HOLDINGS, LLC 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001403528 Oaktree Capital Group, LLC 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 Common Stock 2015-01-07 4 J 0 1367192 D 0 I See Footnotes Pursuant to the agreement and plan of merger (the "Merger Agreement"), dated January 3, 2014, by and among NewPage Holdings Inc. (the "Issuer"), Verso Paper Corp. and Verso Merger Sub Inc., providing for the acquisition of the Issuer by Verso Paper Corp. (the "Merger"), upon closing of the Merger, each share of the Issuer's common stock, par value $0.001 per share ("Common Stock") was converted into the right to receive "Merger Consideration" equal to its pro rata portion of: a) approximately $4 million in cash; b) $650 million in principal amount of 11.75% Senior Secured Notes due 2019 issued by Verso Paper Holdings LLC and Verso Paper Inc. in connection with the Merger; and c) shares of Verso Paper Corp. common stock representing 20% of the number of outstanding Verso Paper Corp. shares as of immediately prior to closing of the Merger. The amount of securities disposed of includes an aggregate of 1,367,192 shares of the Common Stock of which (i) OCM Opportunities Fund VIIb Delaware, L.P. ("Fund VIIb") was the direct owner of 393,007 shares of Common Stock, (ii) Oaktree Opportunities Fund VIII Delaware, L.P. ("Opps VIII") was the direct owner of 476,310 shares of Common Stock, (iii) Oaktree Opportunities Fund IX Delaware, L.P. ("Opps IX") was the direct owner of 247,725 shares of Common Stock, (iv) Oaktree Opportunities Fund VIII (Parallel 2), L.P. ("Parallel 2") was the direct owner of 18,129 shares of Common Stock, (v) Oaktree Huntington Investment Fund, L.P. ("HIF") was the direct owner of 123,498 shares of Common Stock, (cont'd in FN 3) (cont'd from FN 2) (vi) Oaktree Value Opportunities Fund Holdings, L.P. ("VOF,") was the direct owner of 106,248 shares of Common Stock and (vii) Oaktree Opportunities Fund IX (Parallel 2), L.P. ("Opps IX Parallel", together with Fund VIIb, Opps VIII, Opps IX, Parallel 2, HIF and VOF, the "Shareholders" ) was the direct owner of 2,275 shares of Common Stock. Oaktree Fund GP, LLC ("Fund GP") is the general partner of each of Fund VIIb, Opps VIII and Opps IX. Oaktree Opportunities Fund VIII GP, L.P. ("Opps VIII GP") is the general partner of Parallel 2, Oaktree Huntington Investment Fund GP, L.P. ("HIF GP") is the general partner of HIF, Oaktree Value Opportunities Fund GP, L.P. ("VOF GP") is the general partner of VOF and Oaktree Opportunities Fund IX GP, L.P. ("Opps IX GP") is the general partner of Opps IX Parallel. Oaktree Opportunities Fund VIII GP Ltd. ("Opps VIII Ltd") is the general partner of Opps VIII GP, Oaktree Huntington Investment Fund GP Ltd. ("HIF Ltd.") is the general partner of HIF GP, Oaktree Value Opportunities Fund GP Ltd. ("VOF Ltd.") is the general partner of VOF GP, Oaktree Opportunities Fund IX GP Ltd. ("Opps IX Ltd.") is the general partner of Opps IX GP and Oaktree Capital Management, L.P. ("Management") is the sole director of each of HIF Ltd., Opps VIII Ltd., VOF Ltd. and Opps IX Ltd. Oaktree Holdings, Inc. ("Holdings Inc.") is the general partner of Management. Oaktree Fund GP I, L.P. ("GP I") is the managing member of Fund GP and the sole shareholder of each of HIF Ltd., Fund VIII Ltd., VOF Ltd. and Opps IX Ltd. Oaktree Capital I, L.P. ("Capital I") is the general partner of GP I, OCM Holdings I, LLC ("OCM Holdings") is the general partner of Capital I and Oaktree Holdings, LLC ("Oaktree Holdings") is the managing member of OCM Holdings. Oaktree Capital Group, LLC ("Capital Group") is the managing member of Oaktree Holdings and the sole shareholder of Holdings Inc. Oaktree Capital Group Holdings GP, LLC ("Holdings GP LLC," and together with Fund GP, GP I, Capital I, OCM Holdings, Oaktree Holdings, Capital Group, collectively, the "Reporting Persons," and each individually, a "Reporting Person") is the duly elected manager of Capital Group. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of their respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person was the beneficial owner of any securities covered by this Form 4. The members of Holdings GP LLC are Howard S. Marks, Bruce A. Karsh, Jay S. Wintrob, John B. Frank, Sheldon M. Stone, Larry W. Keele, Stephen A. Kaplan, and David M. Kirchheimer, who, by virtue of their membership interests in Holdings GP LLC, may be deemed to share voting and dispositive power with respect to the shares of common stock held by each of the Shareholders. Each of the general partners, managing members, directors and managers described above disclaims beneficial ownership of any shares of common stock beneficially or of record owned by the Reporting Persons, except to the extent of any pecuniary interest therein. See signatures included in Exhibit 99.1 2015-01-09 EX-99.1 2 es1500136_ex9901.htm EXHIBIT 99.1 Unassociated Document
EXHIBIT 99.1
 
This Statement on Form 4 is filed by the Reporting Person listed below. The principal business address of the Reporting Person is 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071.

Name of Designated Filer: OAKTREE CAPITAL GROUP HOLDINGS GP, LLC

Date of Event Requiring Statement:  January 7, 2015.
 
Issuer Name: NewPage Holdings Inc.

 
 
OAKTREE FUND GP, LLC
  
       
 
By:
Oaktree Fund GP I, L.P.
  
 
Its:
Managing Member
  
       
 
By:
/s/ Jordan Mikes
  
 
Name:
Jordan Mikes
  
 
Title:
Authorized Signatory
  
       
 
By:
/s/ Lisa Arakaki
  
 
Name:
Lisa Arakaki
  
 
Title:
Authorized Signatory
  

 
  OAKTREE FUND GP I, L.P.  
       
 
By:
/s/ Jordan Mikes
  
 
Name:
Jordan Mikes
  
 
Title:
Authorized Signatory
  
       
 
By:
/s/ Lisa Arakaki
  
 
Name:
Lisa Arakaki
  
 
Title:
Authorized Signatory
  
 
 
 
OAKTREE CAPITAL I, L.P.
  
       
 
By:
/s/ Jordan Mikes
  
 
Name:
Jordan Mikes
  
 
Title:
Assistant Vice President
  
       
 
By:
/s/ Lisa Arakaki
  
 
Name:
Lisa Arakaki
  
 
Title:
Managing Director
  
       

 
 
OCM HOLDINGS I, LLC
  
       
 
By:
/s/ Jordan Mikes
  
 
Name:
Jordan Mikes
  
 
Title:
Assistant Vice President
  
       
 
By:
/s/ Lisa Arakaki
  
 
Name:
Lisa Arakaki
  
 
Title:
Managing Director
  
       
 
 
 
 
 
 
 
 
OAKTREE HOLDINGS, LLC
  
       
 
By:
 /s/ Jordan Mikes
  
 
Name:
Jordan Mikes
  
 
Title:
Assistant Vice President
  
       
 
By:
/s/ Lisa Arakaki
  
 
Name:
Lisa Arakaki
  
 
Title:
Managing Director
  
       

 
  OAKTREE CAPITAL GROUP, LLC  
       
 
By:
/s/ Jordan Mikes
  
 
Name:
Jordan Mikes
  
 
Title:
Assistant Vice President
  
       
 
By:
/s/ Lisa Arakaki
  
 
Name:
Lisa Arakaki
  
 
Title:
Managing Director
  
       

 
 
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
  
       
 
By:
/s/ Jordan Mikes
  
 
Name:
Jordan Mikes
  
 
Title:
Assistant Vice President
  
       
 
By:
/s/ Lisa Arakaki
  
 
Name:
Lisa Arakaki
  
 
Title:
Managing Director