Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment #2)
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MVC CAPITAL, INC.
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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553829102
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(CUSIP Number)
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Edward Levy
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810 Seventh Avenue, 33rd Floor
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New York, New York 10019
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212-495-5200
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
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August 9, 2020
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of
§§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ◻
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§240.13d-7 for other parties to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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 No. 553829102
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13D
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Page 2 of 5 Pages
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1
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Leon G. Cooperman
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see instructions)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☒
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF
COMMON
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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1,514,160
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8
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SHARED VOTING POWER
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200,000
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9
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SOLE DISPOSITIVE POWER
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1,514,160
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10
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SHARED DISPOSITIVE POWER
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200,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,714,460
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN COMMON SHARES (see instructions)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.67%(1)
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TYPE OF REPORTING PERSON (see instructions)
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IN
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(1) Based on 17,725,118 shares of Common Stock reported to be outstanding in the Issuer’s Quarterly
Report on Form 10-Q filed on June 9, 2020. See Item 5(a) with respect to the shares of Common Stock beneficially held by Mr. Cooperman.
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CUSIP No. 553829102
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13D
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Page 3 of 5 Pages
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This Amendment No. 2 (“Amendment”) supplementally amends the initial Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on
August 2, 2018 (the “Schedule 13D”), as amended by that certain Amendment No. 1 to Schedule 13D filed with the SEC on February 18, 2020, by Mr. Leon G. Cooperman (“Mr. Cooperman”). This Amendment is filed by Mr. Cooperman in accordance with
Rule 13d-1 under the Securities Exchange Act of 1934, as amended.
Item 1. Security and Issuer.
This Amendment relates to the Common Stock, par value $0.01 per share (the “Common Stock”), of MVC CAPITAL, INC. (the “Issuer”). The address of the
principal executive office of the Issuer is 287 Bowman Avenue, 2nd Floor, Purchase, NY 10577.
Item 2. Identity and Background.
(a) The name of the reporting person is Leon G. Cooperman.
(b) The address of Mr. Cooperman is St. Andrews Country Club, 7118 Melrose Castle Lane, Boca Raton, FL 33496.
(c) Mr. Cooperman is engaged in, among other activities, investing for his own account. Mr. Cooperman is married to an individual named Toby
Cooperman. Mr. Cooperman has investment discretion over the Common Stock held by the Uncommon Knowledge and Achievement, Inc. (the “Uncommon”), a 501(c)(3) Delaware charitable foundation. Mr. Cooperman has an adult son named Michael S. Cooperman
and a minor grandchild named Asher Silvin Cooperman. The Michael S. Cooperman WRA Trust (the “WRA Trust”) is an irrevocable trust for the benefit of Michael S. Cooperman. Mr. Cooperman has investment authority over the Common Stock held by Toby
Cooperman, Michael S. Cooperman, the UTMA account for Asher Silvin Cooperman, and the WRA Trust account.
(d) During the past five years Mr. Cooperman was not convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, Mr. Cooperman was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such
laws. Such proceeding is described below.
In September 2016, the SEC filed a lawsuit against Mr. Cooperman and Omega Advisors, Inc., in the United States District Court for the Eastern
District of Pennsylvania, captioned SEC v. Cooperman et al., 16-cv-5043. The SEC’s complaint asserted a claim under Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) based on allegations that Mr. Cooperman traded in
securities of a publicly traded company in July 2010 on the basis of material nonpublic information. The complaint also asserted claims under Section 13(d) and Section 16(a) of the Exchange Act based on allegations that Mr. Cooperman did not
timely report information about holdings and transactions in securities of publicly traded companies that he beneficially owned. In May 2017, Mr. Cooperman consented to the entry of a final judgment, which the court entered later that month.
Among other things, the final judgment—in which Mr. Cooperman neither admitted nor denied wrongdoing—permanently enjoined Mr. Cooperman from violating Section 10(b), Section 13(d), and Section 16(a) of the Exchange Act; directed Mr. Cooperman to
pay $4,947,139 in disgorgement, prejudgment interest, and civil penalties; and required Mr. Cooperman to retain an independent compliance consultant.
(f) Mr. Cooperman is a citizen of the United States of America.
Item 3. Source or Amount of Funds or Other Consideration.
Mr. Cooperman acquired the Common Units through open market purchases. The source of funds for all purchases was working capital.
Item 4. Purpose of Transaction.
Mr. Cooperman has acquired Issuer Common Stock for investment purposes. Mr. Cooperman intends from time to time to review his
investment in the Issuer on the basis of various factors, including the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for Issuer
Common Stock in particular, as well as other developments and other investment opportunities. Based upon such review, Mr. Cooperman may take such actions in the future as he deems appropriate in light of the circumstances existing from time to
time, which may include further acquisitions of Issuer Common Stock or disposal of some or all of the Issuer Common Stock currently owned by Mr. Cooperman or otherwise acquired by Mr. Cooperman, either in the open market or in privately
negotiated transactions.
Except as set forth below, Mr. Cooperman does not currently have any plans or proposals that relate to, or may result in, any of
the matters listed in Items 4(a)-(j) of Schedule 13D (alth
ough Mr. Cooperman reserves the right, based on all relevant factors and subject to applicable law, at any time and from time to time, to review or reconsider his position, change his
purpose, take other actions (including actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D) or formulate and implement plans or
proposals with respect to any of the foregoing).
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CUSIP No. 553829102
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13D
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Page 4 of 5 Pages
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On August 9, 2020, Mr. Cooperman entered into an agreement (the “Voting Agreement”) with Barings BDC, Inc., a
Maryland corporation (“Parent”), in connection with that certain Agreement and Plan of Merger (the “Merger Agreement”) by and between the Issuer, Parent, Mustang Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of
Parent (“Acquisition Sub”) and Barings LLC, a Delaware limited liability company, providing for, among other things, the merger of Acquisition Sub with and into the Issuer pursuant to the terms and conditions of the Merger Agreement (the
“Merger”).
Pursuant to the Voting Agreement, Mr. Cooperman agreed, among other things, to vote certain of the Common
Stock beneficially owned by Mr. Cooperman in favor of the adoption of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, on the terms and subject to the conditions set forth in the Voting
Agreement. The Voting Agreement, subject to certain limitations, will terminate upon the earlier of (i) the effective time of the Merger, (ii) the date on which the Merger Agreement is validly terminated in accordance with its terms, (iii) the
termination of the Voting Agreement by mutual written consent of the parties, (iv) a Company Adverse Recommendation Change (as defined in the Merger Agreement), and (v) 11:59 PM
Eastern time on December 31, 2020.
The foregoing description of the Voting Agreement is qualified in its entirety by reference to the Voting
Agreement, which is attached hereto as Exhibit 99.1 and incorporated herein by reference. In addition, reference is made to the Merger Agreement, which is attached as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on
August 11, 2020.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Cooperman may be deemed the beneficial owner of 1,714,460 shares of Common Stock, which constitutes approximately 9.67% of the total number
of Common Stock outstanding. This beneficial ownership includes: (i) 944,259 shares owned by Mr. Cooperman; (ii) 251,200 shares owned by Toby Cooperman; (iii) 101,501 shares owned Michael Cooperman; (iv) 200,000 shares owned by the WRA Trust;
(v) 17,500 shares owned by the UTMA account for Asher Silvin Cooperman; and (vi) 200,000 shares owned by the Uncommon.
(b) Mr. Cooperman has voting power over all of the above Common Stock. This includes: (i) 944,259 shares owned by Mr. Cooperman; (ii) 251,200 shares
owned by Toby Cooperman; (iii) 101,501 shares owned Michael Cooperman; (iv) 200,000 shares owned by the WRA Trust; (v) 17,500 shares owned by the UTMA account for Asher Silvin Cooperman; and (vi) 200,000 shares owned by the Uncommon.
(c) The information in Item 4 is incorporated by reference. The following table details the transactions effected by Mr. Cooperman since the most
recent filing of a Schedule 13D.
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Date of Transaction
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Type of Transaction
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Number of Issuer Common Stock
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Price per Issuer Common Stock
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How the Transaction was Effected
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June 2, 2020
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Sale of Common Stock
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3,100
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$7.34
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Sold on the NYSE
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June 3, 2020
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Sale of Common Stock
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3,201
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$7.02
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Sold on the NYSE
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June 5, 2020
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Sale of Common Stock
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4,950
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$7.05
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Sold on the NYSE
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June 8, 2020
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Sale of Common Stock
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23,302
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$7.14
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Sold on the NYSE
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June 9, 2020
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Sale of Common Stock
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4,988
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$7.25
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Sold on the NYSE
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(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
On August 9, 2020, Mr. Cooperman and Parent entered into the Voting Agreement defined and described in Item 4 above and attached as Exhibit 99.1 hereto. To the best knowledge of Mr. Cooperman,
there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between Mr. Cooperman and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any
securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits.
99.1 Voting Agreement by and between Leon Cooperman and Barings BDC, Inc., dated August 9, 2020.
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CUSIP No. 553829102
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13D
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Page 5 of 5 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
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LEON G. COOPERMAN
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| /s/ Edward Levy |
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Name
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Attorney-in-Fact
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Duly authorized under POA effective as of August 10, 2016 and filed on August 12, 2016
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August 13, 2020
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Date
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Dated: August 13, 2020