Transaction Valuation(1): | Amount of Filing Fee(2)(3): | ||||
$5,112,900 |
$364.55 | ||||
(1) | Estimated solely for the purpose of calculating the amount of the filing fee in accordance with the Securities Exchange Act of 1934 based on the product of (i) $1.71 (the average of the high and low prices of NovaStar Financial, Inc.s 8.90% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, as quoted by Pink OTC Markets inter-dealer quotation service on December 9, 2010) and (ii) 2,990,000 (the maximum number of shares of NovaStar Financial, Inc.s 8.90% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, subject to the transaction reported hereby). | |
(2) | The amount of the filing fee calculated in accordance with the Securities Exchange Act of 1934, as amended, equals $71.30 for each $1,000,000 of value. The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934. | |
(3) | The filing fee was previously paid. | |
þ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount previously paid:
|
$248.83 | |
Filing Party:
|
NovaStar Financial, Inc. | |
Form or registration no.:
|
Form S-4 | |
Date Filed:
|
December 10, 2010 |
þ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
o | third-party tender offer subject to Rule 14d-1. | |
þ | issuer tender offer subject to Rule 13e-4. | |
þ | going-private transaction subject to Rule 13e-3. | |
o | amendment to Schedule 13D under Rule 13d-2. |
(a) | The information set forth in the Prospectus under The Series C Offer and Consent Solicitation Summary is incorporated herein by reference. | ||
(b) | The information set forth in the Prospectus under The Series C Offer and Consent Solicitation Summary and The Series C Offer and Consent SolicitationGeneral is incorporated herein by reference. | ||
(c) | The information set forth in the Prospectus under Market for Series C Preferred Stock is incorporated herein by reference. | ||
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(a) | The information set forth in the Prospectus under The Series C Offer and Consent Solicitation Summary and Directors, Executive Officers and Control Persons is incorporated herein by reference. |
(a)(1)(i) | The information set forth in the Prospectus under The Series C Offer and Consent SolicitationGeneral is incorporated herein by reference. | ||
(a)(1)(ii) | The information set forth in the Prospectus under The Series C Offer and Consent SolicitationGeneral is incorporated herein by reference | ||
(a)(1)(iii) | The information set forth in the Prospectus under The Series C Offer and Consent SolicitationGeneral is incorporated herein by reference. | ||
(a)(i)(iv) | Not applicable. | ||
(a)(i)(v) | The information set forth in the Prospectus under The Series C Offer and Consent SolicitationExtension, Termination and Amendment is incorporated herein by reference. | ||
(a)(i)(vi) | The information set forth in the Prospectus under The Series C Offer and Consent SolicitationWithdrawal Rights is incorporated herein by reference. | ||
(a)(i)(vii) | The information set forth in the Prospectus under The Series C Offer and Consent SolicitationProcedure for Tendering Shares and Notice of Guaranteed Delivery and Withdrawal Rights is incorporated herein by reference. | ||
(a)(i)(viii) | The information set forth in the Prospectus under The Series C Offer and Consent SolicitationExchange of Shares; Offer Consideration is incorporated herein by reference. | ||
(a)(i)(ix) | Not applicable. | ||
(a)(i)(x) | The information set forth in the Prospectus under The Series C Offer and Consent SolicitationDifferences in Rights of Our Common Stock and Series C Preferred Stock is incorporated herein by reference. | ||
(a)(i)(xi) | Not applicable. | ||
(a)(i)(xii) | The information set forth in the Prospectus under Material United States Federal Income Tax Considerations is incorporated herein by reference. | ||
(a)(2)(i)-(a)(2)(vii) Not applicable. | |||
(b) | The information set forth in the Prospectus under The Series C Offer and Consent SolicitationInterest of Certain Persons in the Series C Offerand Review and Approval of Transaction with Related Parties; Related Party TransactionsAgreements and Transactions with the Series C Directors is incorporated herein by reference. |
(e) | The information set forth in the Prospectus under The Series C Offer and Consent SolicitationInterest of Certain Persons in the Series C Offer,Review and Approval of Transaction with Related Parties; Related Party TransactionsAgreements and Transactions with the Series D Holders and Agreements and Transactions with the Series C Directors is incorporated herein by reference. |
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(a) | The information set forth in the Prospectus under Special FactorsBackground of the Series C Offer and Consent Solicitation is incorporated herein by reference. | ||
(b) | The information set forth in the Prospectus under The Series C Offer and Consent SolicitationGeneral and Consequences for Failure to Participate is incorporated herein by reference. | ||
(c)(1) | None. | ||
(c)(2) | None. | ||
(c)(3) | The information set forth in the Prospectus under Special Factors and Capitalization is incorporated herein by reference. | ||
(c)(4) | The information set forth in the Prospectus under The Series C Offer and Consent SolicitationInterest in Certain Persons in the Series C Offer and Directors, Executive Officers and Control Persons is incorporated herein by reference. | ||
(c)(5) | None. | ||
(c)(6) | None. | ||
(c)(7) | The information set forth in the Prospectus under The Series C Offer and Consent SolicitationEligible for Termination of Registration under the Exchange Act is incorporated herein by reference. | ||
(c)(8) | None. | ||
(c)(9) | The information set forth in the Prospectus under Special FactorsBackground of the Series C Offer and Consent Solicitation, The Series C Offer and Consent SolicitationConditions of the Series C Offer and Consent Solicitation and Capitalization is incorporated herein by reference. | ||
(c)(10) | The information set forth in the Prospectus under The Special MeetingReasons for the Special Meeting and Consideration of the Proposals, Proposal 4 Articles Amendment to Preserve the Companys Net Operating Loss Carryforwards, Special FactorsBackground of the Series C Offer and Consent Solicitation and Considerations of the Board of Directors of the Company is incorporated herein by reference. | ||
(a) | The information set forth in the Prospectus under The Series C Offer and Consent SolicitationSource of Funds is incorporated herein by reference. | ||
(b) | None. | ||
(d) | None. |
(a) | The information set forth in the Prospectus under The Series C Offer and Consent SolicitationInterest in Certain Persons in the Series C Offer is incorporated herein by reference. | ||
(b) | None. |
(a) | None. |
(a)(1) | The financial statements set forth in the Prospectus, beginning on page F-3 thereof, are incorporated herein by reference. | ||
(a)(2) | The financial statements set forth in the Prospectus, beginning on page F-3 thereof, are incorporated herein by reference. | ||
(a)(3) | As a smaller reporting company, the Company is not required to present this information. |
3
(a)(4) | The information set for the in the Prospectus under Summary Historical and Unaudited Pro Forma Financial Information is incorporated herein by reference. | ||
(b)(1)(3) | As a smaller reporting company, the Company is not required to present this information. Further, this pro forma financial information is not material to the Offer. However, the information set forth in the Prospectus under Summary Historical and Unaudited Pro Forma Financial Information is incorporated herein by reference and contains certain information called for in this Item. | ||
(a)(1) | The information set forth in the Prospectus under The Series C Offer and Consent SolicitationInterest of Certain Persons in the Series C Offer and Review and Approval of Transaction with Related Parties; Related Party TransactionsAgreements and Transactions with the Series D Holders and Agreements and Transactions with the Series C Directors is incorporated herein by reference. | ||
(a)(2) | The information set forth in the Prospectus under The Series C Offer and Consent SolicitationAppraisal Rights and the Right to Petition for Fair Value is incorporated herein by reference. | ||
(a)(3) | Not applicable. | ||
(a)(4) | Not applicable. | ||
(a)(5) | None. | ||
(b) | None. |
Exhibit No. | Description | |
|
||
(a)(1)(A) | Proxy
Statement/Consent Solicitation/Prospectus, dated
[], 2011 (the Prospectus),
filed as part of Amendment No. 3, filed March 24, 2011, to the Companys Registration Statement on Form
S-4 (Reg. No.
333-171115), filed on December
10, 2010 (the Form S-4). |
|
|
||
(a)(1)(B) | Letter of Transmittal.* |
|
(a)(1)(C) | Notice of Guaranteed Delivery.* |
|
(a)(4) | Proxy
Statement/Consent Solicitation/Prospectus (the Prospectus) (see Exhibit (a)(1)(A)). |
|
(a)(5) | Articles
of Amendment and Restatement (included as Appendix A to the
Prospectus; see Exhibit (a)(1)(A)). |
|
(d)(1) | Voting Agreement, dated December 10, 2010, between the Company and Howard M. Amster and
Barry A. Igdaloff.** |
|
(d)(2) | Exchange Agreement, dated December 10, 2010, between the Company and the holders of
NovaStar Financials 9.00% Series D1 Mandatory Convertible Preferred Stock, par value $0.01
per share.** |
|
(h) | Tax
Opinion of Bryan Cave LLP.*** |
|
|
||
* To be filed by amendment. | ||
** Previous filed with the Tender Offer Statement on Schedule TO/13E-3 on December 10, 2010. | ||
*** Previously filed as Exhibit 8.1 to Amendment No. 1 to the Form S-4 on January 13, 2011. | ||
(d) | The information set forth in the Prospectus under Description of SecuritiesSeries C Preferred Stock and Special FactorsBackground of the Series C Offer and Consent Solicitation is incorporated herein by reference. | ||
(e) | None. | ||
(f) | None. |
Item 1003(b) and (c) of Regulation M-A |
(b) | None. |
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(c) | The information set forth in the Prospectus under Directors, Executive Officers and Control Persons is incorporated herein by reference. |
(c) | None. | ||
(d) | The information set forth in the Prospectus under The Series C Offer and Consent SolicitationAppraisal Rights and the Right to Petition for Fair Value is incorporated herein by reference. | ||
(e) | None. | ||
(f) | The information set forth in the Prospectus under and The Series C Offer and Consent SolicitationGeneral is incorporated herein by reference. |
(a)(1)
|
None. | |
(a)(2)
|
The information set forth in the Prospectus under The Series C Offer and Consent SolicitationInterest of Certain Persons in the Series C Offer and Review and Approval of Transaction with Related Parties; Related Party Transactions is incorporated herein by reference. | |
(b)(1)
|
None. | |
(b)(2)
|
None. | |
(b)(3)
|
The information set forth in the Prospectus under Description of Business is incorporated herein by reference. | |
(b)(4)
|
The information set forth in the Prospectus under Recent Developments, Special Factors and Review and Approval of Transaction with Related Parties; Related Party TransactionsAgreements and Transactions with the Series D Holders is incorporated herein by reference. | |
|
||
(b)(5)
|
The information set forth in the Prospectus under The Series C Offer and Consent SolicitationInterest of Certain Persons in the Series C Offer and Review and Approval of Transaction with Related Parties; Related Party TransactionsAgreements and Transactions with the Series C Directors is incorporated herein by reference. | |
|
||
(b)(6)
|
None. | |
(c)
|
The information set forth in the Prospectus under Special FactorsBackground of the Series C Offer and Consent Solicitation, Review and Approval of Transaction with Related Parties; Related Party TransactionsAgreements and | |
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Transactions with the Series D Holders and Agreements and Transactions with the Series C Directors is incorporated herein by reference. | ||
(e) |
The information set forth in the Prospectus under The Series C Offer and Consent SolicitationInterest of Certain Persons in the Series C Offer, Review and Approval of Transaction with Related Parties; Related Party TransactionsLoan to Mr. Anderson, Agreements and Transactions with the Series D Holders and Agreements and Transactions with the Series C Directors is incorporated herein by reference. | |
(a) | The information set forth in the Prospectus under The Series C Offer and Consent Solicitation Summary, Special FactorsBackground of the Series C Offer and Consent Solicitation, Considerations by the Special Committee and the Board of Directors of the Company and Fairness of the Series C Offer to the Holders of Common StockConsiderations by the Special Committee and the Board of Directors of the Company is incorporated herein by reference. | ||
(b) | None. | ||
(c) | The information set forth in the Prospectus under The Series C Offer and Consent Solicitation Summary and Special FactorsBackground of the Series C Offer and Consent Solicitation is incorporated herein by reference. | ||
(d) | The information set forth in the Prospectus under The Series C Offer and Consent Solicitation Summary, Special FactorsBackground of the Series C Offer and Consent Solicitation, Considerations of the Special Committee and the Board of Directors of the Company, Findings and Conclusions of the Special Committee, Findings and Conclusions of the Board of Directors, Fairness of the Series C Offer to the Holders of Common StockConsiderations of the Special Committee and the Board of Directors of the Company, Findings and Conclusions of the Special Committee, Findings and Conclusions of the Board of Directors, The Series C Offer and Consent SolicitationAppraisal Rights and the Right to Petition for Fair Value and Material United States Federal Income Tax Consequences is incorporated herein by reference. | ||
(a) | The information set forth in the Prospectus under Special FactorsFindings and Conclusions of the Special Committee and Findings and Conclusions of the Board of Directors is incorporated herein by reference. | ||
(b) | The information set forth in the Prospectus under Special FactorsFindings and Conclusions of the Special Committee and Findings and Conclusions of the Board of Directors is incorporated herein by reference. | ||
(c) | The information set forth in the Prospectus under The Special MeetingRecord Date and Voting Rights, Quorum and Votes Required for Approval of Proposals, Special FactorsFindings and Conclusions of the Special Committee and Findings and Conclusions of the Board of Directors is incorporated herein by reference. | ||
(d) | The information set forth in the Prospectus under Special FactorsFindings and Conclusions of the Special Committee and Findings and Conclusions of the Board of Directors is incorporated herein by reference. | ||
(e) | The information set forth in the Prospectus under Special FactorsFindings and Conclusions of the Special Committee and Findings and Conclusions of the Board of Directors is incorporated herein by reference. | ||
(f) | Not applicable. |
(a) | The information set forth in the Prospectus under Special FactorsOpinion of NovaStars Financial Advisor and Fairness of the Series C Offer to the Holders of Common StockOpinion of NovaStars Financial Advisor is incorporated herein by reference. | ||
(b) | The information set forth in the Prospectus under Special FactorsOpinion of NovaStars Financial Advisor and Fairness of the Series C Offer to the Holders of Common StockOpinion of NovaStars Financial Advisor is incorporated herein by reference. | ||
6
(c) | The information set forth in the Prospectus under Special FactorsOpinion of NovaStars Financial Advisor is incorporated herein by reference. |
(c) | The information set forth in the Prospectus under The Series C Offer and Consent SolicitationFees and Expenses is incorporated herein by reference. |
(d) | The information set forth in the Prospectus under The Series C Offer and Consent SolicitationInterest of Certain Persons in the Series C Offer and The Special MeetingVoting of Proxies is incorporated herein by reference. | ||
|
|||
(e) | The information set forth in the Prospectus under The Series C Offer and Consent SolicitationRecommendations of the Directors, Executive Officers and Affiliates, Special FactorsFindings and Conclusions of the Special Committee and Findings and Conclusions of the Board of Directors is incorporated herein by reference. | ||
|
(b) | None. |
Exhibit No. | Description | |||
(c)(1)
|
Fairness Opinion provided by Stifel, Nicolaus & Company, Incorporated (Stifel) to the Board of Directors of the Company on December 10, 2010 (included as Appendix B to the Prospectus; See Exhibit (a)(1)(A)). | |||
(c)(2)
|
Presentation of Stifel to the Board of the Company, dated December 10, 2010, related to the Series C Offer. | |||
(f)
|
Section 2-602(a) and Sections 3-201 through 3-213 of the Maryland General Corporation Law.** | |||
** Previously filed with the Tender Offer Statement on Schedule TO/13E-3 on December 10, 2010. |
7
Novstar Financial, Inc. |
||||
/s/ Rodney E. Schwatken | ||||
Rodney E. Schwatken | ||||
Chief Financial Officer and Chief Accounting Officer | ||||
8
Exhibit No. | Description | |||
|
||||
(a)(1)(A) |
Proxy Statement/Consent Solicitation/Prospectus, dated [], 2011 (the Prospectus), filed as part of Amendment No. 3, filed March 24, 2011, to the Companys Registration Statement on Form S-4 (Reg. No. 333-171115), filed December 10, 2010 (the Form S-4). | |||
|
||||
(a)(1)(B) |
Letter of Transmittal.* | |||
(a)(1)(C) |
Notice of Guaranteed Delivery.* | |||
(a)(4) |
Proxy Statement/Consent Solicitation/Prospectus (the Prospectus) (see Exhibit (a)(1)(A)). | |||
(a)(5) |
Articles of Amendment and Restatement (included as Appendix A to the Prospectus; see Exhibit (a)(1)(A)). | |||
(c)(1) |
Fairness Opinion provided by Stifel, Nicolaus & Company, Incorporated (Stifel) to the Board of Directors of the Company on December 10, 2010 (included as Appendix B to the Prospectus; see Exhibit (a)(1)(A)). | |||
(c)(2) |
Presentation of Stifel to the Board of the Company, dated December 10, 2010, related to the Series C Offer. | |||
(d)(1) |
Voting Agreement, dated December 10, 2010, between the Company and Howard M. Amster and Barry A. Igdaloff.** | |||
(d)(2) |
Exchange Agreement, dated December 10, 2010, between the Company and the holders of NovaStar Financials 9.00% Series D1 Mandatory Convertible Preferred Stock, par value $0.01 per share.** | |||
(f) |
Section 2-602(a) and Sections 3-201 through 3-213 of the Maryland General Corporation Law.** | |||
(h) |
Tax Opinion of Bryan Cave LLP.*** | |||
* To be filed by amendment. | ||||
** Previously filed with the Tender Offer Statement on Schedule TO/13E-3 on December 10, 2010. | ||||
*** Previously filed as Exhibit 8.1 to Amendment No. 1 to the Form S-4 on January 13, 2011. | ||||
9