UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
NEW SENIOR INVESTMENT GROUP INC. |
(Name of Issuer) |
COMMON STOCK, PAR VALUE $0.01 PER SHARE |
(Title of Class of Securities) |
SEPTEMBER 20, 2021 |
(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)
þ Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons 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).
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CUSIP
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648691103 |
SCHEDULE 13G |
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15 |
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1 |
NAMES OF REPORTING PERSONS
ICS Opportunities II LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
6 |
SHARED VOTING POWER
-0- (See Item 4(a)) |
7 |
SOLE DISPOSITIVE POWER
-0- |
8 |
SHARED DISPOSITIVE
POWER
-0- (See Item 4(a)) |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0- (See Item 4(a)) |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
0.0% |
12 |
TYPE OF REPORTING PERSON
OO
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CUSIP
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6486911
03 |
SCHEDULE 13G |
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1 |
NAMES OF REPORTING PERSONS
ICS Opportunities, Ltd. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
6 |
SHARED VOTING POWER
-0- (See Item 4(a)) |
7 |
SOLE DISPOSITIVE POWER
-0- |
8 |
SHARED DISPOSITIVE POWER
-0- (See Item 4(a)) |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0- (See Item 4(a)) |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
0.0% |
12 |
TYPE OF REPORTING PERSON
CO
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CUSIP
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648691103 |
SCHEDULE 13G |
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4 |
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15 |
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1 |
NAMES OF REPORTING PERSONS
Integrated Assets, Ltd. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
6 |
SHARED VOTING POWER
-0- (See Item 4(a)) |
7 |
SOLE DISPOSITIVE POWER
-0- |
8 |
SHARED DISPOSITIVE POWER
-0- (See Item 4(a)) |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0- (See Item 4(a)) |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
0.0% |
12 |
TYPE OF REPORTING PERSON
CO
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CUSIP
No. |
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648691103 |
SCHEDULE 13G |
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1 |
NAMES OF REPORTING PERSONS
Millennium International Management LP |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
6 |
SHARED VOTING POWER
-0- (See Item 4(a)) |
7 |
SOLE DISPOSITIVE POWER
-0- |
8 |
SHARED DISPOSITIVE POWER
-0- (See Item 4(a)) |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0- (See Item 4(a)) |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
0.0% |
12 |
TYPE OF REPORTING PERSON
PN |
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CUSIP
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648691103 |
SCHEDULE 13G |
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1 |
NAMES OF REPORTING PERSONS
Millennium Management LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
6 |
SHARED VOTING POWER
-0- (See Item 4(a)) |
7 |
SOLE DISPOSITIVE POWER
-0- |
8 |
SHARED DISPOSITIVE POWER
-0- (See Item 4(a)) |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0- (See Item 4(a)) |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
0.0% |
12 |
TYPE OF REPORTING PERSON
OO |
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CUSIP
No. |
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648691103 |
SCHEDULE 13G |
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1 |
NAMES OF REPORTING PERSONS
Millennium Group Management LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
6 |
SHARED VOTING POWER
-0- (See Item 4(a)) |
7 |
SOLE DISPOSITIVE POWER
-0- |
8 |
SHARED DISPOSITIVE POWER
-0- (See Item 4(a)) |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0- (See Item 4(a)) |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
0.0% |
12 |
TYPE OF REPORTING PERSON
OO |
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CUSIP
No. |
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648691103 |
SCHEDULE 13G |
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1 |
NAMES OF REPORTING PERSONS
Israel A. Englander |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United
States |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
6 |
SHARED VOTING POWER
-0- (See Item 4(a)) |
7 |
SOLE DISPOSITIVE POWER
-0- |
8 |
SHARED DISPOSITIVE POWER
-0- (See Item 4(a)) |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0- (See Item 4(a)) |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
0.0% |
12 |
TYPE OF REPORTING
PERSON
IN |
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CUSIP
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648691103 |
SCHEDULE 13G |
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Item 1. |
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(a) |
Name of
Issuer: |
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New Senior Investment Group Inc., a Delaware corporation (the "Issuer").
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(b) |
Address of Issuers Principal
Executive Offices: |
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55 West 46th Street, Suite 2204 New York, New York 10036
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Item 2. |
(a) |
Name of Person
Filing: |
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(b) |
Address of Principal Business
Office: |
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(c) |
Citizenship: |
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ICS Opportunities II LLC c/o Millennium International Management LP 399 Park Avenue New York, New York
10022 Citizenship: Cayman Islands |
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ICS Opportunities, Ltd. c/o Millennium International Management LP 399 Park Avenue New York, New York 10022 Citizenship: Cayman Islands |
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Integrated Assets, Ltd. c/o Millennium International Management LP 399 Park Avenue New York, New York
10022 Citizenship: Cayman Islands |
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Millennium International Management LP
399 Park Avenue
New York, New York 10022
Citizenship: Delaware |
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Millennium Management LLC
399 Park Avenue
New York, New York 10022
Citizenship: Delaware |
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Millennium Group Management LLC
399 Park Avenue New York, New York 10022 Citizenship:
Delaware |
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Israel A. Englander c/o
Millennium Management LLC 399 Park Avenue New York, New York
10022 Citizenship: United States |
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(d) |
Title of Class of
Securities: |
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common stock, par value $0.01 per share ("Common Stock") |
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(e) |
CUSIP Number: |
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648691103 |
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CUSIP
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Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is
a:
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(a) |
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Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o); |
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(b) |
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Bank as defined in
section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c) |
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Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
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(d) |
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Investment company
registered under section 8 of the Investment Company Act of 1940 (15
U.S.C. 80a-8); |
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(e) |
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An investment adviser
in accordance with
§240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit
plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
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CUSIP
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648691103 |
SCHEDULE 13G |
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(g) |
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A parent holding
company or control person in accordance with
§240.13d-1(b)(1)(ii)(G); |
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(h) |
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A savings association
as defined in Section 3(b) of the Federal Deposit Insurance Act (12
U.S.C. 1813); |
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(i) |
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A church plan that is
excluded from the definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3); |
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(j) |
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Group, in accordance
with §240.13d-1(b)(1)(ii)(J). |
Item 4. Ownership
Provide the following
information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned:
As of the close of business on September 20, 2021, the reporting persons beneficially owned an aggregate of 6,898,616 shares of the Issuers Common Stock, or 8.2% of the Issuers Common Stock outstanding, which percentage was calculated based on 84,063,182 shares of the Issuers Common Stock outstanding as of August 6, 2021, as reported in the Issuers proxy statement filed on August 11, 2021. On September 21, 2021, the Issuer was acquired by Ventas, Inc. ("Ventas"). Pursuant to the terms of the merger agreement, each share of the Issuers Common Stock issued and outstanding immediately prior to the effective time of the merger (other than shares of the Issuers Common Stock owned directly by Ventas, Cadence Merger Sub LLC or the Issuer) was converted into the right to receive 0.1561 of a newly issued share of common stock, par value $0.25 per share, of Ventas. Accordingly, as a result of the consummation of the merger, the reporting persons no longer beneficially owned any shares of the Issuers Common Stock.(b) Percent of Class:
0.0%
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(c) Number of shares as to which such person
has:
(i) Sole power to vote or to direct the vote
-0-
(ii) Shared power to vote or to direct the vote
-0- (See Item 4(a))
(iii) Sole power to dispose or to direct the disposition of
-0-
(iv) Shared power to dispose or to direct the disposition of
-0- (See Item 4(a))
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 þ.
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.
Not applicable.
Item 8. Identification and Classification of Members of the Group
See Exhibit I.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best of its 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.
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CUSIP
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648691103 |
SCHEDULE 13G |
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Exhibits:
Exhibit I: Joint Filing Agreement, dated as of September 28, 2021, by and among ICS Opportunities II LLC, ICS Opportunities, Ltd., Integrated Assets, Ltd., Millennium International Management LP, Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander.
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CUSIP
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648691103 |
SCHEDULE 13G |
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SIGNATURE |
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After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: September 28, 2021
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ICS OPPORTUNITIES II LLC
By: Millennium International Management LP, its Investment Manager
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By: /s/ Gil Raviv |
Name: Gil Raviv
Title: Global General Counsel
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ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP, its Investment Manager
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By: /s/ Gil Raviv |
Name: Gil Raviv
Title: Global General Counsel
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INTEGRATED ASSETS, LTD.
By: Millennium International Management LP, its Investment Manager
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By: /s/ Gil Raviv |
Name: Gil Raviv
Title: Global General Counsel
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MILLENNIUM INTERNATIONAL MANAGEMENT LP |
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By: /s/Gil Raviv |
Name: Gil Raviv
Title: Global General Counsel
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MILLENNIUM MANAGEMENT LLC |
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By: /s/Gil Raviv |
Name: Gil Raviv
Title: Global General Counsel
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MILLENNIUM GROUP MANAGEMENT LLC
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By: /s/Gil Raviv |
Name: Gil Raviv
Title: Global General Counsel
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/s/ Israel A.
Englander
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Israel
A. Englander
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CUSIP
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648691103 |
SCHEDULE 13G |
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EXHIBIT I |
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JOINT
FILING AGREEMENT |
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This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.01 per share, of New Senior Investment Group Inc., a Delaware corporation, will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: September 28, 2021
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ICS OPPORTUNITIES II LLC
By: Millennium International Management LP, its Investment Manager
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By: /s/ Gil Raviv |
Name: Gil Raviv
Title: Global General Counsel
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ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP, its Investment Manager
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By: /s/ Gil Raviv |
Name: Gil Raviv
Title: Global General Counsel
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INTEGRATED ASSETS, LTD.
By: Millennium International Management LP, its Investment Manager
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By: /s/ Gil Raviv |
Name: Gil Raviv
Title: Global General Counsel
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MILLENNIUM INTERNATIONAL MANAGEMENT LP |
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By: /s/Gil Raviv |
Name: Gil Raviv
Title: Global General Counsel
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MILLENNIUM MANAGEMENT LLC |
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By: /s/Gil Raviv |
Name: Gil Raviv
Title: Global General Counsel
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MILLENNIUM GROUP MANAGEMENT LLC
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By: /s/Gil Raviv |
Name: Gil Raviv
Title: Global General Counsel
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/s/ Israel A.
Englander
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Israel
A. Englander
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