0001225208-11-026309.txt : 20111214
0001225208-11-026309.hdr.sgml : 20111214
20111214154057
ACCESSION NUMBER: 0001225208-11-026309
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20110623
FILED AS OF DATE: 20111214
DATE AS OF CHANGE: 20111214
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: NOVASTAR FINANCIAL INC
CENTRAL INDEX KEY: 0001025953
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE AGENTS & MANAGERS (FOR OTHERS) [6531]
IRS NUMBER: 742830661
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1211
BUSINESS ADDRESS:
STREET 1: 2114 CENTRAL
STREET 2: STE 600
CITY: KANSAS CITY
STATE: MO
ZIP: 64108
BUSINESS PHONE: 8162377000
MAIL ADDRESS:
STREET 1: 2114 CENTRAL
STREET 2: STE 600
CITY: KANSAS CITY
STATE: MO
ZIP: 64108
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BABSON CAPITAL MANAGEMENT LLC
CENTRAL INDEX KEY: 0000009015
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13533
FILM NUMBER: 111261119
BUSINESS ADDRESS:
STREET 1: 470 ATLANTIC AVENUE
STREET 2: 10TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02210
BUSINESS PHONE: 617-761-6662
MAIL ADDRESS:
STREET 1: 470 ATLANTIC AVENUE
STREET 2: 10TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02210
FORMER NAME:
FORMER CONFORMED NAME: BABSON DAVID L & CO INC
DATE OF NAME CHANGE: 19920929
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MASSACHUSETTS MUTUAL LIFE INSURANCE CO
CENTRAL INDEX KEY: 0000225602
STATE OF INCORPORATION: MA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13533
FILM NUMBER: 111261120
BUSINESS ADDRESS:
STREET 1: 1295 STATE STREET
CITY: SPRINGFIELD
STATE: MA
ZIP: 01111
BUSINESS PHONE: 4137448411
MAIL ADDRESS:
STREET 1: 1295 STATE STREET
CITY: SPRINGFIELD
STATE: MA
ZIP: 01111
3
1
doc3.xml
X0204
3
2011-06-23
0
0001025953
NOVASTAR FINANCIAL INC
NOVS
0000225602
MASSACHUSETTS MUTUAL LIFE INSURANCE CO
1295 STATE STREET
SPRINGFIELD
MA
01111
1
0000009015
BABSON CAPITAL MANAGEMENT LLC
1500 MAIN S
SPRINGFIELD
MA
01115
1
Common Stock
19258775.0000
D
See Exhibit 99 for footnotes.
/s/ Dominic Blue, VP & Assistant General Counsel
2011-12-14
/s/ Christopher DeFrancis, Co-General Counsel & Chief Compliance Officer
2011-12-14
EX-99
2
footnotesnov.txt
This a joint filing made on behalf of Massachusetts Mutual Life Insurance
Company ("MassMutual") and Babson Capital Management LLC ("Babson Capital").
MassMutual, a Massachusetts corporation, may be deemed to be deemed to own
beneficially and indirectly 19,258, 775 shares of Common Stock held in one or
more advisory accounts and private investment funds. Babson Capital, a Delaware
limited liability company, acts as investment adviser to these advisory accounts
and private investment funds, and in such capacities may also be deemed to be
the beneficial owner of the 19,258, 775 shares.
On December 10, 2010, MassMutual entered into an Exchange Agreement (the
"Exchange Agreement") with Jefferies Capital Partners IV, L.P., Jefferies
Employee Partners IV LLC and JCP Partners IV LLC and NovaStar Financial, Inc.
(the "Company"), pursuant to which MassMutual agreed to exchange on June 23,
2011 1,050,000 shares of the Company's 9.00% Series D1 Mandatory Convertible
Preferred Stock, par value $0.01 ("Series D Preferred Stock") for 18,581,000
shares of the Company's Common Stock, par value $0.01 per share ("Common Stock")
and $688,500 in cash. The 1,050,000 shares of Series D Preferred Stock
exchanged by MassMutual under the Exchange Agreement were originally acquired by
MassMutual pursuant to the terms of a Securities Purchase Agreement dated July
16, 2007 among MassMutual, Jefferies Capital Partners IV, L.P., Jefferies
Employee Partners IV LLC and JCP Partners IV LLC and the Company. On June 23,
2011, Jefferies Capital Partners IV, L.P. received 16,132,891 shares of the
Company's Common Stock in connection with the Exchange Agreement. MassMutual
owns limited partnership interests in Jefferies Capital Partners IV, L.P.
On October 6, 2011, Jefferies Capital Partners IV, L.P. executed a pro rata
in-kind distribution of the Company's Common Stock to its limited partners (the
"Jefferies IV Distribution"). MassMutual received 464,525 shares of the
Company's Common Stock in connection with the Jefferies IV Distribution.
As of December 14, 2011, MassMutual also owned 213,250 shares of Common Stock
acquired in the ordinary course of business.