CUSIP No. 675234108
|
Schedule 13G
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Page 2 of 9 Pages
|
1
|
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WL Ross & Co. LLC (1)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5 SOLE VOTING POWER
-0-
|
|
6 SHARED VOTING POWER
2,596,216 (1)
|
||
7 SOLE DISPOSITIVE POWER
-0-
|
||
8 SHARED DISPOSITIVE POWER
2,596,216 (1)
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,596,216 (1)
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES□
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4%
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
(1) |
WL Ross & Co. LLC is the investment manager of WLR Recovery Fund IV, L.P. ("WLR IV"). WL Ross & Co. LLC is the managing member of WLR Recovery Associates IV LLC. WLR Recovery Associates IV LLC is the general partner of WLR IV. WLR IV is the sole manager of WLR SBI AcquisitionCo, LLC ("WLR SBI"). WLR SBI holds directly 2,596,216 shares of common stock of the Issuer. Accordingly, WL Ross & Co. LLC, WLR Recovery Associates IV LLC and WLR IV may be deemed to share voting and dispositive power over the shares of common stock held by WLR SBI.
|
CUSIP No. 675234108
|
Schedule 13G
|
Page 3 of 9 Pages
|
1
|
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WLR SBI AcquisitionCo, LLC (1)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5 SOLE VOTING POWER
-0-
|
|
6 SHARED VOTING POWER
2,596,216 (1)
|
||
7 SOLE DISPOSITIVE POWER
-0-
|
||
8 SHARED DISPOSITIVE POWER
2,596,216 (1)
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,596,216 (1)
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES□
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4%
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
(1) |
WL Ross & Co. LLC is the investment manager of WLR Recovery Fund IV, L.P. ("WLR IV"). WL Ross & Co. LLC is the managing member of WLR Recovery Associates IV LLC. WLR Recovery Associates IV LLC is the general partner of WLR IV. WLR IV is the sole manager of WLR SBI AcquisitionCo, LLC ("WLR SBI"). WLR SBI holds directly 2,596,216 shares of common stock of the Issuer. Accordingly, WL Ross & Co. LLC, WLR Recovery Associates IV LLC and WLR IV may be deemed to share voting and dispositive power over the shares of common stock held by WLR SBI.
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CUSIP No. 675234108
|
Schedule 13G
|
Page 4 of 9 Pages
|
1
|
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WLR Recovery Associates IV LLC (1)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5 SOLE VOTING POWER
-0-
|
|
6 SHARED VOTING POWER
2,596,216 (1)
|
||
7 SOLE DISPOSITIVE POWER
-0-
|
||
8 SHARED DISPOSITIVE POWER
2,596,216 (1)
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,596,216 (1)
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES□
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4%
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
(1) |
WL Ross & Co. LLC is the investment manager of WLR Recovery Fund IV, L.P. ("WLR IV"). WL Ross & Co. LLC is the managing member of WLR Recovery Associates IV LLC. WLR Recovery Associates IV LLC is the general partner of WLR IV. WLR IV is the sole manager of WLR SBI AcquisitionCo, LLC ("WLR SBI"). WLR SBI holds directly 2,596,216 shares of common stock of the Issuer. Accordingly, WL Ross & Co. LLC, WLR Recovery Associates IV LLC and WLR IV may be deemed to share voting and dispositive power over the shares of common stock held by WLR SBI.
|
CUSIP No. 675234108
|
Schedule 13G
|
Page 5 of 9 Pages
|
1
|
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WLR Recovery Fund IV, L.P. (1)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5 SOLE VOTING POWER
-0-
|
|
6 SHARED VOTING POWER
2,596,216 (1)
|
||
7 SOLE DISPOSITIVE POWER
-0-
|
||
8 SHARED DISPOSITIVE POWER
2,596,216 (1)
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,596,216 (1)
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES□
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
(1) |
WL Ross & Co. LLC is the investment manager of WLR Recovery Fund IV, L.P. ("WLR IV"). WL Ross & Co. LLC is the managing member of WLR Recovery Associates IV LLC. WLR Recovery Associates IV LLC is the general partner of WLR IV. WLR IV is the sole manager of WLR SBI AcquisitionCo, LLC ("WLR SBI"). WLR SBI holds directly 2,596,216 shares of common stock of the Issuer. Accordingly, WL Ross & Co. LLC, WLR Recovery Associates IV LLC and WLR IV may be deemed to share voting and dispositive power over the shares of common stock held by WLR SBI.
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CUSIP No. 675234108
|
Schedule 13G
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Page 6 of 9 Pages
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(b) |
The Issuer's principal executive offices are located at 975 Hooper Avenue, Toms River, NJ 08753.
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(a) |
The names of the persons (collectively, the "Reporting Persons") filing this Schedule 13G (this "Statement") are:
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· |
WL Ross & Co. LLC
|
· |
WLR SBI AcquisitionCo, LLC
|
· |
WLR Recovery Associates IV LLC
|
· |
WLR Recovery Fund IV, L.P.
|
(b) |
The principal business office for each of the Reporting Persons is c/o WL Ross & Co. LLC, 1166 Avenue of the Americas, New York, New York 10036.
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(c) |
Each of the Reporting Persons is organized under the laws of the State of Delaware.
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(d) |
This Statement relates to the common stock, par value $0.01 per share (the "Common Stock"), of the Issuer.
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(e) |
The CUSIP Number of the Common Stock is 675234108.
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Item 4. |
Ownership.
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(a)
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Amount beneficially owned: 2,596,216
|
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(b)
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Percent of Class: 5.4%
|
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(c)
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(i) Sole power to vote or to direct the vote: -0-
|
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(ii) Shared power to vote or to direct the vote: 2,596,216
|
||
(iii) Sole power to dispose or to direct the disposition of: -0-
|
||
(iv) Shared power to dispose or to direct the disposition of: 2,596,216
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(a)
|
Amount beneficially owned: 2,596,216
|
|
(b)
|
Percent of Class: 5.4%
|
|
(c)
|
(i) Sole power to vote or to direct the vote: -0-
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CUSIP No. 675234108
|
Schedule 13G
|
Page 7 of 9 Pages
|
(ii)
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Shared power to vote or to direct the vote: 2,596,216
|
||
(iii)
|
Sole power to dispose or to direct the disposition of: -0-
|
||
(iv)
|
Shared power to dispose or to direct the disposition of: 2,596,216
|
(a)
|
Amount beneficially owned: 2,596,216
|
||
(b)
|
Percent of Class: 5.4%
|
||
(c)
|
(i)
|
Sole power to vote or to direct the vote: -0-
|
|
(ii)
|
Shared power to vote or to direct the vote: 2,596,216
|
||
(iii)
|
Sole power to dispose or to direct the disposition of: -0-
|
||
(iv)
|
Shared power to dispose or to direct the disposition of: 2,596,216
|
(a)
|
Amount beneficially owned: 2,596,216
|
||
(b)
|
Percent of Class: 5.4%
|
||
(c)
|
(i)
|
Sole power to vote or to direct the vote: -0-
|
|
(ii)
|
Shared power to vote or to direct the vote: 2,596,216
|
||
(iii)
|
Sole power to dispose or to direct the disposition of: -0-
|
||
(iv)
|
Shared power to dispose or to direct the disposition of: 2,596,216
|
Item 5. |
Ownership of 5 Percent or Less of a Class.
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Item 6. |
Ownership of More than 5 Percent on Behalf of Another Person.
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Item 8. |
Identification and Classification of Members of a Group.
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Item 9. |
Notice of Dissolution of Group.
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Item 10. |
Certifications
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WL ROSS & CO. LLC
|
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By:
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/s/ Ben Gruder
|
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Name: Ben Gruder
|
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Title: Authorized Person
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WLR SBI ACQUISITIONCO, LLC
|
||
By:
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WLR Recovery Associates IV, L.P.,
|
|
its Sole Manager
|
||
By:
|
WLR Recovery Associates IV LLC,
|
|
its General Partner
|
||
By:
|
WL Ross & Co. LLC,
|
|
its Managing Member
|
By:
|
/s/ Ben Gruder
|
|
Name: Ben Gruder
|
||
Title: Authorized Person
|
WLR RECOVERY FUND IV, L.P.
|
||
By:
|
WLR Recovery Associates IV LLC,
|
|
its General Partner
|
||
By:
|
WL Ross & Co. LLC,
|
|
its Managing Member
|
By:
|
/s/ Ben Gruder
|
|
Name: Ben Gruder
|
||
Title: Authorized Person
|
WLR RECOVERY ASSOCIATES IV LLC
|
||
By:
|
WL Ross & Co. LLC,
|
|
its Managing Member
|
||
By:
|
/s/ Ben Gruder
|
|
Name: Ben Gruder
|
||
Title: Authorized Person
|
Exhibit 1 |
Identification of Members of the Group
|
Exhibit 2 |
Joint Filing Agreement among WL Ross & Co. LLC, WLR Recovery Fund IV, L.P., WLR Recovery Associates IV LLC and WLR SBI AcquisitionCo, LLC.
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