CUSIP No. 78503N107
|
Page 2 of 12 Pages
|
|||||
1
|
NAMES OF REPORTING PERSONS
Oak Hill Capital Partners III, L.P.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
|
(a) ¨
(b) þ
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (see Instructions)
OO
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||||
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
8,419,148
|
||||
8
|
SHARED VOTING POWER
0
|
|||||
9
|
SOLE DISPOSITIVE POWER
8,419,148
|
|||||
10
|
SHARED DISPOSITIVE POWER
0
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,419,148
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
¨
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.3% (1)
|
|||||
14
|
TYPE OF REPORTING PERSON (see instructions)
OO
|
CUSIP No. 78503N107
|
Page 3 of 12 Pages
|
|||||
1
|
NAMES OF REPORTING PERSONS
Oak Hill Capital Management Partners III, L.P.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
|
(a) ¨
(b) þ
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (see instructions)
OO
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||||
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
276,504
|
||||
8
|
SHARED VOTING POWER
0
|
|||||
9
|
SOLE DISPOSITIVE POWER
276,504
|
|||||
10
|
SHARED DISPOSITIVE POWER
0
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
276,504
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
¨
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.83% (2)
|
|||||
14
|
TYPE OF REPORTING PERSON (see instructions)
OO
|
CUSIP No. 78503N107
|
Page 4 of 12 Pages
|
|||||
NAMES OF REPORTING PERSONS
OHCP GenPar III, L.P.
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
|
(a) ¨
(b) þ
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (see instructions)
OO
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||||
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
8,695,652
|
||||
8
|
SHARED VOTING POWER
0
|
|||||
9
|
SOLE DISPOSITIVE POWER
8,695,652
|
|||||
10
|
SHARED DISPOSITIVE POWER
0
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,695,652
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
¨
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.8% (3)
|
|||||
14
|
TYPE OF REPORTING PERSON (see instructions)
OO
|
CUSIP No. 78503N107
|
Page 5 of 12 Pages
|
|||||
NAMES OF REPORTING PERSONS
OHCP MGP Partners III, L.P.
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
|
(a) ¨
(b) þ
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (see instructions)
OO
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||||
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
8,695,652
|
||||
8
|
SHARED VOTING POWER
0
|
|||||
9
|
SOLE DISPOSITIVE POWER
8,695,652
|
|||||
10
|
SHARED DISPOSITIVE POWER
0
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,695,652
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
¨
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.8% (4)
|
|||||
14
|
TYPE OF REPORTING PERSON (see instructions)
OO
|
CUSIP No. 78503N107
|
Page 6 of 12 Pages
|
|||||
NAMES OF REPORTING PERSONS
OHCP MGP III, Ltd.
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
|
(a) ¨
(b) þ
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (see instructions)
OO
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||||
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
8,695,652
|
||||
8
|
SHARED VOTING POWER
0
|
|||||
9
|
SOLE DISPOSITIVE POWER
8,695,652
|
|||||
10
|
SHARED DISPOSITIVE POWER
0
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,695,652
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
¨
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.8% (5)
|
|||||
14
|
TYPE OF REPORTING PERSON (see instructions)
OO
|
CUSIP No. 78503N107
|
Page 7 of 12 Pages
|
|||||
1
|
NAMES OF REPORTING PERSONS
Oak Hill Capital Management, LLC
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
|
(a) ¨
(b) þ
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (see Instructions)
OO
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
19,925 (1)
|
||||
8
|
SHARED VOTING POWER
0
|
|||||
9
|
SOLE DISPOSITIVE POWER
19,925 (1)
|
|||||
10
|
SHARED DISPOSITIVE POWER
0
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,925
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
¨
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.06% (2)
|
|||||
14
|
TYPE OF REPORTING PERSON (see instructions)
OO
|
CUSIP No. 78503N107
|
Page 8 of 12 Pages
|
|||||
1
|
NAMES OF REPORTING PERSONS
OHCM Management, LLC
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
|
(a) ¨
(b) þ
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (see Instructions)
OO
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
19,925 (1)
|
||||
8
|
SHARED VOTING POWER
0
|
|||||
9
|
SOLE DISPOSITIVE POWER
19,925 (1)
|
|||||
10
|
SHARED DISPOSITIVE POWER
0
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,925
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
¨
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.06% (2)
|
|||||
14
|
TYPE OF REPORTING PERSON (see instructions)
OO
|
Reporting Person
|
Amount Beneficially Owned
|
Percent of Class
|
Sole Power to Vote or Direct the Vote
|
Shared Power to Vote or Direct the Vote
|
Sole Power to Dispose or to Direct the Disposition
|
Shared Power to Dispose or to Direct the Disposition
|
Oak Hill Capital Partners III, L.P.
|
8,419,148
|
20.3%(1)
|
8,419,148
|
0
|
8,419,148
|
0
|
Oak Hill Capital Management Partners III, L.P.
|
276,504
|
0.83%(2)
|
276,504
|
0
|
276,504
|
0
|
OHCP GenPar III, L.P.
|
8,695,652
|
20.8%(3)
|
8,695,652
|
0
|
8,695,652
|
0
|
OHCP MGP Partners III, L.P.
|
8,695,652
|
20.8%(3)
|
8,695,652
|
0
|
8,695,652
|
0
|
OHCP MGP III, Ltd.
|
8,695,652
|
20.8%(3)
|
8,695,652
|
0
|
8,695,652
|
0
|
Oak Hill Capital Management, LLC
|
19,925(4)
|
0.06%(5)
|
19,925(4)
|
0
|
19,925(4)
|
0
|
Oak Hill Capital Management, LLC
|
19,925(4)
|
0.06%(5)
|
19,925(4)
|
0
|
19,925(4)
|
0
|
(1)
|
Based on 33,068,118 shares of Common Stock of the Issuer outstanding as of March 28, 2014, as provided by the Issuer. Assumes the full exercise of the warrant held by Oak Hill Capital III, L.P. and that other holders of warrants do not exercise their warrants.
|
(2)
|
Based on 33,068,118 shares of Common Stock of the Issuer outstanding as of March 28, 2014, as provided by the Issuer. Assumes the full exercise of the warrant held by Oak Hill Capital Management Partners III, L.P. and that other holders of warrants do not exercise their warrants.
|
(3)
|
Based on 33,068,118 shares of Common Stock of the Company outstanding as of March 28, 2014, as provided by the Issuer. Assumes the full exercise of the warrant held by the Oak Hill Funds and that other holders of warrants do not exercise their warrants.
|
(4)
|
Includes 5,963 shares of restricted stock of SWS Group, Inc. held by J. Taylor Crandall for the benefit of Oak Hill Capital Management, LLC.
|
(5)
|
Based on 33,068,118 shares of Common Stock of the Company outstanding as of March 28, 2014, as provided by the Issuer.
|
99.6
|
Letter Agreement, dated as of March 31, 2014, by and among SWS Group, Inc., Oak Hill Capital Partners III, L.P. and Oak Hill Capital Management Partners III, L.P.
|
99.7
|
Joint Filing Agreement, dated April 2, 2014, by and among OHCP MGP III, Ltd., OHCP MGP Partners III, L.P., OHCP GenPar III, L.P., Oak Hill Capital Partners III, L.P., Oak Hill Capital Management Partners III, L.P., Oak Hill Capital Management, LLC and OHCM Management, LLC.
|
OAK HILL CAPITAL PARTNERS III, L.P.
|
||
By:
|
OHCP GENPAR III, L.P., its general partner
|
|
By:
|
OHCP MGP Partners III, L.P., its general partner
|
|
By:
|
OHCP MGP III, LTD., its general partner
|
|
By:
|
/s/ John Monsky
|
|
John Monsky
|
||
Vice President
|
||
OAK HILL CAPITAL MANAGEMENT PARTNERS III, L.P.
|
||
By:
|
OHCP GENPAR III, L.P., its general partner
|
|
By:
|
OHCP MGP Partners III, L.P., its general partner
|
|
By:
|
OHCP MGP III, LTD., its general partner
|
|
By:
|
/s/ John Monsky
|
|
John Monsky
|
||
Vice President
|
||
OHCP GENPAR III, L.P.
|
||
By:
|
OHCP MGP Partners III, L.P., its general partner
|
|
By:
|
OHCP MGP III, LTD., its general partner
|
|
By:
|
/s/ John Monsky
|
|
John Monsky
|
||
Vice President
|
||
OHCP MGP PARTNERS III, L.P.
|
||
By:
|
OHCP MGP III, LTD., its general partner
|
|
By:
|
/s/ John Monsky
|
|
John Monsky
|
||
Vice President
|
||
OHCP MGP III, LTD.
|
||
By:
|
/s/ John Monsky
|
|
John Monsky
|
||
Vice President
|
||
OAK HILL CAPITAL MANAGEMENT, LLC
|
||
By:
|
OHCM MANAGEMENT, LLC, its managing member
|
|
By:
|
/s/ John Monsky
|
|
John Monsky
|
||
Vice President
|
||
OHCM MANAGEMENT, LLC
|
||
By:
|
/s/ John Monsky
|
|
John Monsky
|
||
Vice President
|
Very truly yours,
|
||
SWS Group, Inc.
|
||
By:
|
/s/ James H. Ross
|
|
Name:
|
James H. Ross
|
|
Title:
|
President and Chief Executive Officer
|
ACKNOWLEDGED, AGREED AND CONSENTED TO:
|
||
Oak Hill Capital Partners III, L.P.
|
||
By:
|
OHCP GenPar III, L.P., its general partner
|
|
By:
|
OHCP MGP Partners III, L.P., its general partner
|
|
By:
|
OHCP MGP III, Ltd., its general partner
|
|
By:
|
/s/ John Monsky | |
Name:
|
John Monsky | |
Title:
|
Officer | |
Date:
|
||
Oak Hill Capital Management Partners III, L.P.
|
||
By:
|
OHCP GenPar III, L.P., its general partner
|
|
By:
|
OHCP MGP Partners III, L.P., its general partner
|
|
By:
|
OHCP MGP III, Ltd., its general partner
|
|
By:
|
/s/ John Monsky | |
Name:
|
John Monsky | |
Title:
|
Officer | |
Date:
|
OAK HILL CAPITAL PARTNERS III, L.P.
|
||
By:
|
OHCP GENPAR III, L.P., its general partner
|
|
By:
|
OHCP MGP Partners III, L.P., its general partner
|
|
By:
|
OHCP MGP III, LTD., its general partner
|
|
By:
|
/s/ John Monsky
|
|
John Monsky
|
||
Vice President
|
||
OAK HILL CAPITAL MANAGEMENT PARTNERS III, L.P.
|
||
By:
|
OHCP GENPAR III, L.P., its general partner
|
|
By:
|
OHCP MGP Partners III, L.P., its general partner
|
|
By:
|
OHCP MGP III, LTD., its general partner
|
|
By:
|
/s/ John Monsky
|
|
John Monsky
|
||
Vice President
|
||
OHCP GENPAR III, L.P.
|
||
By:
|
OHCP MGP Partners III, L.P., its general partner
|
|
By:
|
OHCP MGP III, LTD., its general partner
|
|
By:
|
/s/ John Monsky
|
|
John Monsky
|
||
Vice President
|
||
OHCP MGP PARTNERS III, L.P.
|
||
By:
|
OHCP MGP III, LTD., its general partner
|
|
By:
|
/s/ John Monsky
|
|
John Monsky
|
||
Vice President
|
||
OHCP MGP III, LTD.
|
||
By:
|
/s/ John Monsky
|
|
John Monsky
|
||
Vice President
|
||
OAK HILL CAPITAL MANAGEMENT, LLC
|
||
By:
|
OHCM MANAGEMENT, LLC, its managing member
|
|
By:
|
/s/ John Monsky
|
|
John Monsky
|
||
Vice President
|
||
OHCM MANAGEMENT, LLC
|
||
By:
|
/s/ John Monsky
|
|
John Monsky
|
||
Vice President
|