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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment
No. 6
to
SCHEDULE TO-I
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
NOVASTAR FINANCIAL, INC.
(Name of Subject Company (Issuer))
NOVASTAR FINANCIAL, INC.
(Name of Filing Persons (Offeror))
8.90% SERIES C CUMULATIVE REDEEMABLE PREFERRED STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
669947806
(CUSIP Number of Class of Securities)
Amendment
No. 6
to
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934
NOVASTAR FINANCIAL, INC.
(Name of Person(s) Filing Statement)
8.90% SERIES C CUMULATIVE REDEEMABLE PREFERRED STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
669947806
(CUSIP Number of Class of Securities)
W. Lance Anderson
Chairman and Chief Executive Officer
2114 Central Street
Suite 600
Kansas City, Missouri 64108
(816) 237-7000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Gregory G. Johnson, Esq.
Bryan Cave LLP
One Kansas City Place
1200 Main Street
Suite 3500
Kansas City, Missouri 64105
(816) 374-3200
CALCULATION OF FILING FEE
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Transaction Valuation(1): |
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Amount of Filing Fee(2)(3): |
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$5,112,900 |
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$364.55 |
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(1) |
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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).
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(2) |
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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. |
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(3) |
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The filing fee was previously paid. |
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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. |
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Amount previously paid:
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$248.83 |
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Filing Party:
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NovaStar Financial, Inc. |
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Form or registration no.:
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Form S-4 |
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Date Filed:
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December 10, 2010 |
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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third-party tender offer subject to Rule 14d-1. |
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issuer tender offer subject to Rule 13e-4. |
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going-private transaction subject to Rule 13e-3. |
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amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
This Tender Offer Statement and Rule 13E-3 Transaction Statement filed under cover of
Schedule TO-I (this Schedule TO) relates to the
now-expired offer by NovaStar Financial, Inc., a Maryland
corporation (the Company), to purchase each of the issued and outstanding shares of 8.90% Series
C Cumulative Redeemable Preferred Stock, par value $0.01 per share (the Shares), at a purchase
price of, at the election of the holder, (i) 3 shares of newly-issued common stock of the Company,
par value $0.01 (the Common Stock), and $2.00 in cash (the Cash-and-Stock
Option), or (ii) 19 shares of newly-issued Common Stock (the Stock-Only
Option), each option subject to allocation and proration, upon the terms and subject to the conditions set forth in the proxy statement/consent
solicitation/prospectus, dated May 3, 2011 (the Prospectus), and in the related Letter of
Transmittal (the Letter of Transmittal), a copy of which
was attached to a prior amendment (which, together with any amendments or supplements from time to time
thereto, constitute the Series C Offer). Because the board of directors of the Company
approved the Series C Offer, in which of the Company offered to
purchase all the outstanding shares, the
Company was considered to be engaged in a going
private transaction upon commencement of the Series C Offer and is therefore filing this
Schedule 13E-3.
This Amendment No. 6 is filed in satisfaction of the reporting requirements of Rule 13e-4(c)(4) promulgated under
the Securities Exchange Act of 1934, and is the final amendment to the Schedule TO made to report the results of
the Series C Offer. Except as amended or supplemented hereby, all terms of the Schedule TO, and the exhibits
thereto remain unchanged.
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Item 4. Terms of the Transaction.
Item 4 of the Schedule TO is hereby amended and supplemented by adding the following paragraph:
The Series C Offer expired at 5:00 p.m., Eastern Time, on June 23, 2011. The Company completed the Series C
Offer on June 27, 2011. Approximately 88.8% of the Series C Preferred Stock (2,655,649 shares) participated in the
Series C Offer. The Series C Offer permitted tendering stockholders
the choice between electing a Stock-Only
option or a Cash-and-Stock option. The
Stock-Only option was oversubscribed and so was subject to proration
and allocation. For every 100 shares tendered for the
Stock-Only option, approximately 85.5 shares were accepted
for the Stock-Only option (providing 19 shares of Common Stock per share of Series C Preferred Stock). The
other 14.5 shares received the Cash-and-Stock option (providing $2.00 cash and 3 shares of Common Stock per
share of Series C Preferred Stock). The 334,351 shares of Series C Preferred Stock that did not participate in the
tender have converted into the right to receive $2.37 cash, payable no sooner than 11 business days after June 27,
2011 and no later than 180 calendar days from June 27, 2011.
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SIGNATURES
After due 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.
SCHEDULE TO-I AND SCHEDULE 13E-3
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NovaStar Financial, Inc.
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/s/
Rodney E. Schwatken |
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Rodney E. Schwatken |
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Chief Financial Officer and Chief
Accounting Officer |
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Date:
June 30, 2011
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