4//SEC Filing
NEVADA CHEMICALS INC 4
Accession 0001209191-08-057402
CIK 0000356342operating
Filed
Oct 23, 8:00 PM ET
Accepted
Oct 24, 2:08 PM ET
Size
23.5 KB
Accession
0001209191-08-057402
Insider Transaction Report
Form 4
Transactions
- Purchase
Common Stock, par value $0.001 per share
2008-10-22$13.37/sh+156,528$2,092,779→ 6,767,069 total(indirect: See Footnotes) - Purchase
Common Stock, par value $0.001 per share
2008-10-22$13.37/sh+300,103$4,012,377→ 1,000 total
Oaktree Holdings, Inc.
10% Owner
Transactions
- Purchase
Common Stock, par value $0.001 per share
2008-10-22$13.37/sh+156,528$2,092,779→ 6,767,069 total(indirect: See Footnotes) - Purchase
Common Stock, par value $0.001 per share
2008-10-22$13.37/sh+300,103$4,012,377→ 1,000 total
OCM HOLDINGS I, LLC
10% Owner
Transactions
- Purchase
Common Stock, par value $0.001 per share
2008-10-22$13.37/sh+300,103$4,012,377→ 1,000 total - Purchase
Common Stock, par value $0.001 per share
2008-10-22$13.37/sh+156,528$2,092,779→ 6,767,069 total(indirect: See Footnotes)
Oaktree Capital Group, LLC
10% Owner
Transactions
- Purchase
Common Stock, par value $0.001 per share
2008-10-22$13.37/sh+156,528$2,092,779→ 6,767,069 total(indirect: See Footnotes) - Purchase
Common Stock, par value $0.001 per share
2008-10-22$13.37/sh+300,103$4,012,377→ 1,000 total
Oaktree Capital Group Holdings, L.P.
10% Owner
Transactions
- Purchase
Common Stock, par value $0.001 per share
2008-10-22$13.37/sh+156,528$2,092,779→ 6,767,069 total(indirect: See Footnotes) - Purchase
Common Stock, par value $0.001 per share
2008-10-22$13.37/sh+300,103$4,012,377→ 1,000 total
OAKTREE HOLDINGS, LLC
10% Owner
Transactions
- Purchase
Common Stock, par value $0.001 per share
2008-10-22$13.37/sh+300,103$4,012,377→ 1,000 total - Purchase
Common Stock, par value $0.001 per share
2008-10-22$13.37/sh+156,528$2,092,779→ 6,767,069 total(indirect: See Footnotes)
OAKTREE CAPITAL MANAGEMENT LP
10% Owner
Transactions
- Purchase
Common Stock, par value $0.001 per share
2008-10-22$13.37/sh+156,528$2,092,779→ 6,767,069 total(indirect: See Footnotes) - Purchase
Common Stock, par value $0.001 per share
2008-10-22$13.37/sh+300,103$4,012,377→ 1,000 total
Footnotes (11)
- [F1]Represents shares tendered in a tender offer pursuant to a Notice of Guaranteed Delivery, and purchased by Calypso Acquisition Corp. ("Purchaser") on October 22, 2008.
- [F10]Reflects all of the outstanding shares of Nevada Chemicals, Inc. not tendered in the tender offer and not otherwise indirectly owned by Parent and deemed acquired by Parent pursuant to the consummation of the Merger. At the effective time of the Merger, these shares were canceled and ceased to exist.
- [F11]Prior to the Merger, Parent held 1,000 shares of the common stock of Purchaser, par value $0.001 per share, which shares represented all of the issued and outstanding capital stock of Purchaser. Upon the Merger, each share of Purchaser converted into one share of Nevada Chemicals, Inc., par value $0.001 per share. Purchaser's separate corporate existence ceased and Nevada Chemicals, Inc. survived the Merger as a direct, wholly-owned subsidiary of Parent.
- [F2]On October 22, 2008, Purchaser merged with and into Nevada Chemicals, Inc. (the "Merger"). At the effective time of the Merger, these shares were canceled and ceased to exist.
- [F3]These shares were held by Purchaser, a wholly-owned subsidiary of Cyanco Holding Corp. ("Parent"). Parent was an indirect beneficial owner of the reported shares of common stock.
- [F4]This Form 4 is being filed by (i) Parent; (ii) Purchaser; (iii) OCM Cyanco Holdings, LLC ("Cyanco LLC"), in its capacity as sole shareholder of Parent; (iv); OCM Principal Opportunities Fund IV Delaware, L.P.("Fund IV Delaware"), in its capacity as the sole member of Cyanco LLC; and (v) OCM Principal Opportunities Fund IV Delaware GP Inc.("Fund IV Delaware GP"), in its capacity as general partner of Fund IV Delaware.
- [F5]This Form 4 is also being filed by (i) OCM Principal Opportunities Fund IV, L.P.("Fund IV"), in its capacity as sole shareholder of Fund IV Delaware GP; (ii) OCM Principal Opportunities Fund IV GP, L.P.("Fund IV GP"), in its capacity as general partner of Fund IV; (iii) OCM Principal Opportunities Fund IV GP Ltd. ("Fund IV GP Ltd."), in its capacity as general partner of Fund IV GP; (iv) Oaktree Fund GP I, L.P.("GP I"), in its capacity as sole shareholder of Fund IV GP Ltd; and (v) Oaktree Capital I, L.P. ("Capital I"), in its capacity as general partner of GP I.
- [F6]This Form 4 is also being filed by (i) OCM Holdings I, LLC ("Holdings I"), in its capacity as general partner of Capital I; (ii) Oaktree Holdings, LLC ("Holdings"), in its capacity as managing member of Holdings I; (iii) Oaktree Capital Management, L.P. ("Oaktree LP"), in its capacity as director of Fund IV GP Ltd.; (iv) Oaktree Holdings, Inc. ("Holdings Inc."), in its capacity as general partner of Oaktree LP; (v) Oaktree Capital Group, LLC ("OCG"), in its capacity as managing member of Holdings and the sole shareholder of Holdings Inc.; (vi) Oaktree Capital Group Holdings, L.P. ("OCGH"), in its capacity as holder of a majority of the voting units of OCG; and (vii) Oaktree Capital Group Holdings GP, LLC ("OCGH GP"), in its capacity as general partner of OCGH.
- [F7]Each of Purchaser, Parent, Cyanco LLC, Fund IV Delaware, Fund IV Delaware GP, Fund IV, Fund IV GP, Fund IV GP Ltd., GP I, Capital I, Holdings I, Holdings, Oaktree LP, Holdings Inc., OCG, OCGH, and OCGH GP may be referred to individually as a "Reporting Person" and collectively as the "Reporting Persons".
- [F8]Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. The filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any securities covered by this Form 4.
- [F9]OCGH GP is a limited liability company managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, Sheldon M. Stone, D. Richard Masson, Larry W. Keele, Stephen A. Kaplan, John B. Frank, David M. Kirchheimer and Kevin L. Clayton (each, an "OCGH GP Member" and collectively, the "OCGH GP Members"). In such capacity, the OCGH GP Members may be deemed indirect beneficial owners of the securities reported herein. Each OCGH GP Member disclaims beneficial ownership of the securities reported herein and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any securities covered by this Form 4.
Documents
Issuer
NEVADA CHEMICALS INC
CIK 0000356342
Entity typeoperating
IncorporatedUT
Related Parties
1- filerCIK 0000356342
Filing Metadata
- Form type
- 4
- Filed
- Oct 23, 8:00 PM ET
- Accepted
- Oct 24, 2:08 PM ET
- Size
- 23.5 KB