According to a newly-amended 13D filing with the US SEC, Kyle Bass‘ Hayman Advisors decreased its investment and now owns 5.31 million class A common shares of NMI Holdings Inc (NASDAQ:NMIH), which account for 9.0% of the company’s outstanding stock. The filing also revealed that the sale of Hayman Advisors’ shares doesn’t indicate dissatisfaction with the company or its management, but that it happened solely because of the necessary portfolio rebalancing. The fund, however, holds the right to further review their investment and engage in discussions with the board or the management if needed. At the end of December, Hayman Advisors disclosed in its last 13F filing holding 7.37 million class A common shares of NMI Holdings Inc. (NASDAQ:NMIH).
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NMI Holdings (NASDAQ:NMIH) offers a variety of mortgage guaranty insurance-related services through its subsidiaries – National Mortgage Insurance Corporation and National Mortgage Reinsurance Inc One. Over the past 12 months, NMI Holdings’ shares have dropped by 18.7%. For the first quarter of 2016, the company’s reported a loss per share of $0.07 in line with estimates, and revenue of $22.2 million, beating the estimates of $19.48.
During the fourth quarter of 2015, the number of funds from our database long NMI Holdings (NASDAQ:NMIH) retreated by five, and 19 investors reported long positions in this stock, versus 24 investors in the previous quarter. Kyle Bass’s Hayman Advisors disclosed the biggest position, valued at $49.9 million, followed by Howard Marks’ Oaktree Capital Management, reported a position worth around $38.4 million. Remaining investors long the stock are John Khoury’s Long Pond Capital, Brian Riano, John Eckerson, Sean Fahey and Albert Marino’s Claren Road Asset Management, and David Warren’s DW Partners.
Among the investors who lost interest in NMI Holdings (NASDAQ:NMIH) and decided to drop their positions were Paul Orlin and Alex Porter’s Amici Capital, which dumped the most valuable position, valued at an estimated $19.8 million in stock, and Alan Howard’s Brevan Howard, which dropped a position worth $2 million.
You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Hayman Capital Management | 0 | 5,308,700 | 0 | 5,308,700 | 5,308,700 | 9.0% |
| Hayman Investments | 0 | 5,308,700 | 0 | 5,308,700 | 5,308,700 | 9.0% |
| J Kyle Bass | 0 | 5,308,700 | 0 | 5,308,700 | 5,308,700 | 9.0% |
| John Brandon Osmon | 77,645 | 0 | 77,645 | 0 | 77,645 | 0.1% |
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Page 1 of 7 – SEC Filing
| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 | OMB APPROVAL | |
| OMB Number:3235-0145 Estimated average burden hours per response… 10.4 |
| SCHEDULE 13D | ||
| Under the Securities Exchange Act of 1934 | ||
| (Amendment No. 2)* |
| NMI HOLDINGS, INC. |
(Name of Issuer)
| Class A Common Stock, par value $0.01 per share |
(Title of Class of Securities)
| 629209305 |
(CUSIP Number)
| Christopher E. Kirkpatrick, Esq. Hayman Capital Management, L.P. 2101 Cedar Springs Road, Suite 1400 Dallas, TX 75201 Tel. No.: 214-347-8050 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| – with copies to – |
| Barry N. Hurwitz Morgan, Lewis & Bockius LLP One Federal Street Boston, MA 02110 (617) 951-8000 |
| May 9, 2016 |
| (Date of Event which Requires Filing of this Statement) |
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 Rule 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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Page 2 of 7 – SEC Filing
| 1 | Names of Reporting Persons. Hayman Capital Management, L.P. |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) |
| (a) [ ] | |
| (b) [ ] | |
| 3 | SEC Use Only |
| 4 | Source of Funds (See Instructions): WC |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ] |
| 6 | Citizenship or Place of Organization. Delaware |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 Sole Voting Power 0 |
| 8 Shared Voting Power 5,308,700 shares of Common Stock | |
| 9 Sole Dispositive Power 0 | |
| 10 Shared Dispositive Power 5,308,700 shares of Common Stock |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 5,308,700 shares of Common Stock |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] |
| 13 | Percent of Class Represented by Amount in Row (11) 9.0% |
| 14 | Type of Reporting Person (See Instructions) IA, PN (Limited Partnership) |
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Page 3 of 7 – SEC Filing
| 1 | Names of Reporting Persons. Hayman Investments, L.L.C. |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) |
| (a) [ ] | |
| (b) [ ] | |
| 3 | SEC Use Only |
| 4 | Source of Funds (See Instructions): AF |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ] |
| 6 | Citizenship or Place of Organization. Texas |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 Sole Voting Power 0 |
| 8 Shared Voting Power 5,308,700 shares of Common Stock | |
| 9 Sole Dispositive Power 0 | |
| 10 Shared Dispositive Power 5,308,700 shares of Common Stock |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 5,308,700 shares of Common Stock |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] |
| 13 | Percent of Class Represented by Amount in Row (11) 9.0% |
| 14 | Type of Reporting Person (See Instructions) HC, OO (Limited Liability Company) |
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Page 4 of 7 – SEC Filing
| 1 | Names of Reporting Persons. J Kyle Bass |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) |
| (a) [ ] | |
| (b) [ ] | |
| 3 | SEC Use Only |
| 4 | Source of Funds (See Instructions): AF |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ] |
| 6 | Citizenship or Place of Organization. United States |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 Sole Voting Power 0 |
| 8 Shared Voting Power 5,308,700 shares of Common Stock | |
| 9 Sole Dispositive Power 0 | |
| 10 Shared Dispositive Power 5,308,700 shares of Common Stock |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 5,308,700 shares of Common Stock |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] |
| 13 | Percent of Class Represented by Amount in Row (11) 9.0% |
| 14 | Type of Reporting Person (See Instructions) HC, IN |
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Page 5 of 7 – SEC Filing
| 1 | Names of Reporting Persons. John Brandon Osmon |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) |
| (a) [ ] | |
| (b) [ ] | |
| 3 | SEC Use Only |
| 4 | Source of Funds (See Instructions): AF |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ] |
| 6 | Citizenship or Place of Organization. United States |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 Sole Voting Power 77,645 |
| 8 Shared Voting Power 0 | |
| 9 Sole Dispositive Power 77,645 | |
| 10 Shared Dispositive Power 0 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 77,645 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] |
| 13 | Percent of Class Represented by Amount in Row (11) 0.1% |
| 14 | Type of Reporting Person (See Instructions) IN |
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Page 6 of 7 – SEC Filing
SCHEDULE 13D
Pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, this Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13D filed by Hayman Capital Management, L.P. (“Hayman Capital Management”), a Delaware limited partnership, Hayman Investments, L.L.C., a Texas limited liability company, J. Kyle Bass and John Brandon Osmon with the Securities and Exchange Commission (the “SEC”) on November 18, 2013 (the “Original Schedule 13D”), as amended on August 7, 2015 (as so amended, the “Schedule 13D”).
This Amendment relates to shares of Class A Common Stock, par value $0.01 per share (the “Common Stock”) of NMI Holdings, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used in this Amendment but not otherwise defined herein have the meanings set forth in the Original Schedule 13D.
This Amendment is being filed to amend and supplement Items 2, 4 and 5 of the Schedule 13D as follows:
Item 2. Identity and Background
(c) Mr. Osmon ceased to be a director of the Issuer as of May 10, 2016.
Item 4. Purpose of Transaction
The Reporting Persons continue to hold shares of Common Stock for investment purposes. The sales of shares of Common Stock reported herein are the due to portfolio rebalancing on the part of the Reporting Persons and do not reflect an unfavorable view of the Issuer or its management.
The Reporting Persons intend to review their holdings in the Issuer on a continuing basis and retain the right at their discretion to engage in discussions with the Issuer’s management and/or Board of Directors and to consider and implement other plans or proposals, all as described more fully in the Original Schedule 13D.
| Item 5. | Interest in Securities of the Issuer |
(a) and (b) See Items 7-11 of the cover pages and Item 2 above.
Pursuant to Rule 13d-4, each of the Reporting Persons expressly declares that this Schedule 13D and any amendments hereto shall not be construed as an admission that such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities reported herein, except to the extent that such Reporting Person owns such shares.
The percentage calculations herein are based on the Issuer’s statement in its Quarterly Report filed with the Securities and Exchange Commission on April 28, 2016 that there were 59,080,468 shares of Common Stock outstanding as of April 26, 2016.
(c) The Reporting Persons did not engage in any transactions involving securities of the Issuer during the sixty day period prior to the filing of this Schedule, except as follows:
| Transaction | Date | No. Shares | Price Per Share |
| Open market sale | 05/09/16 | 1,750,000 | $6.30 |
| Open market sale | 05/10/16 | 312,800 | $6.32411 |
1 Reflects the weighted average price of shares sold in multiple transactions at prices ranging from $6.314 to $6.3677. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth above.
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Page 7 of 7 – SEC Filing
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.
Date: May 10, 2016
| HAYMAN CAPITAL MANAGEMENT, L.P. | |
| By: Hayman Investments, L.L.C. | |
| its General Partner | |
| By: /s/ Christopher E. Kirkpatrick | |
| Christopher E. Kirkpatrick | |
| General Counsel | |
| HAYMAN INVESTMENTS, L.L.C. | |
| By: /s/ Christopher E. Kirkpatrick | |
| Christopher E. Kirkpatrick | |
| General Counsel | |
| J. KYLE BASS | |
| /s/ J. Kyle Bass | |
| J. Kyle Bass, Individually | |
| JOHN BRANDON OSMON | |
| /s/ John Brandon Osmon | |
| John Brandon Osmon, Individually | |
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