UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

Molycorp, Inc.

(Name of Issuer)

Common stock

(Title of Class of Securities)

109452

(CUSIP Number)

September 11, 2014

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed.

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*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).

 


 

CUSIP No. 109452

SCHEDULE 13G

 

 

 

1

Name of Reporting Person or

I.R.S. Identification No. of Above Person
OCM MLYCo PT, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

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
24,477,359 (1)

 

6

Shared Voting Power
None.

 

7

Sole Dispositive Power
24,477,359 (1)

 

8

Shared Dispositive Power
None.

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
24,477,359 (1)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
9.1% (2)

 

 

12

Type of Reporting Person
OO

 

(1) In its capacity as the direct owner of 18,358,019 Penny Warrants and 6,119,340 Oaktree Warrants (each, as defined below).

 

(2) All calculations of percentage ownership herein are based on a total of 269,250,948 shares of common stock of the Issuer, par value $0.001 per share (the “Common Stock”), outstanding,  consisting of (i) 244,773,589 shares of Common Stock outstanding as of August 5, 2014, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on August 6, 2014, (ii) 18,358,019 warrants to purchase Common Stock held by the Reporting Persons (as defined below), entitling them to purchase an aggregate of 18,358,019 shares of Common Stock of the Issuer at an exercise price of $0.01 per share, subject to expiration on September 11, 2019 (the “Penny Warrants”) and (iii) 6,119,340 warrants to purchase Common Stock held by the Reporting Persons, entitling them to purchase an aggregate of 6,119,340 shares of Common Stock of the Issuer at an exercise price of $2.04 per share, subject to expiration on September 11, 2019 (the “Oaktree Warrants” and together with the Penny Warrants, the “Warrants”).  In accordance with Rule 13d-3(d)(1). the Warrants are treated as exercised for the purpose of computing the deemed beneficial ownership percentage of the Reporting Persons.

 

2


 

CUSIP No. 109452

SCHEDULE 13G

 

 

 

1

Name of Reporting Person or

I.R.S. Identification No. of Above Person
OCM FIE, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

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
24,477,359 (1)

 

6

Shared Voting Power
None.

 

7

Sole Dispositive Power
24,477,359 (1)

 

8

Shared Dispositive Power
None.

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
24,477,359 (1)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
9.1%

 

 

12

Type of Reporting Person
OO

 

(1) Solely in its capacity as the manager of OCM MLYCo PT, LLC.

 

3


 

CUSIP No. 109452

SCHEDULE 13G

 

 

 

1

Name of Reporting Person or

I.R.S. Identification No. of Above Person
Oaktree Capital Management, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

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
24,477,359 (1)

 

6

Shared Voting Power
None.

 

7

Sole Dispositive Power
24,477,359 (1)

 

8

Shared Dispositive Power
None.

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
24,477,359 (1)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
9.1%

 

 

12

Type of Reporting Person
PN

 

(1) Solely in its capacity as the managing member of OCM FIE, LLC.

 

4


 

CUSIP No. 109452

SCHEDULE 13G

 

 

 

1

Name of Reporting Person or

I.R.S. Identification No. of Above Person
Oaktree Holdings, Inc.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

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
24,477,359 (1)

 

6

Shared Voting Power
None.

 

7

Sole Dispositive Power
24,477,359 (1)

 

8

Shared Dispositive Power
None.

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
24,477,359 (1)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
9.1%

 

 

12

Type of Reporting Person
CO

 

(1) Solely in its capacity as the general partner of Oaktree Capital Management, L.P.

 

5


 

CUSIP No. 109452

SCHEDULE 13G

 

 

 

1

Name of Reporting Person or

I.R.S. Identification No. of Above Person
Oaktree Capital Group, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

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
24,477,359 (1)

 

6

Shared Voting Power
None.

 

7

Sole Dispositive Power
24,477,359 (1)

 

8

Shared Dispositive Power
None.

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
24,477,359 (1)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
9.1%

 

 

12

Type of Reporting Person
OO

 

(1) Solely in its capacity as the sole shareholder of Oaktree Holdings, Inc.

 

6


 

CUSIP No. 109452

SCHEDULE 13G

 

 

 

1

Name of Reporting Person or

I.R.S. Identification No. of Above Person
Oaktree Capital Group Holdings GP, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

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
24,477,359 (1)

 

6

Shared Voting Power
None.

 

7

Sole Dispositive Power
24,477,359 (1)

 

8

Shared Dispositive Power
None.

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
24,477,359 (1)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
9.1%

 

 

12

Type of Reporting Person
OO

 

(1) Solely in its capacity as the duly elected manager of Oaktree Capital Group, LLC.

 

7


 

CUSIP No. 109452

SCHEDULE 13G

 

 

Item 1.

 

(a)

Name of Issuer:
Molycorp, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices:
5619 Denver Tech Center Parkway, Suite 1000
Greenwood Village, Colorado 80111

 

Item 2.

 

(a)

Name of Person Filing;
Address of Principal Business Office; and Citizenship This Schedule 13G is filed jointly by each of the following persons (collectively, the “Reporting Persons”) pursuant to a joint filing agreement attached hereto as Exhibit 1:

 

(1)  OCM MLYCo PT, LLC, a Delaware limited liability company (“MLYCo PT”). in its capacity as the direct owner of 18,358,019 Penny Warrants and 6,119,340 Oaktree Warrants;

 

(2)  OCM FIE, LLC, a Delaware limited liability company (“FIE”), in its capacity as the manager of MLYCo PT;

 

(3)  Oaktree Capital Management., L.P. a Delaware limited partnership (“Management”), in its capacity as the managing member of FIE;

 

(4)  Oaktree Holdings, Inc., a Delaware corporation (“Holdings, Inc.”), in its capacity as the general partner of Management;

 

(5)  Oaktree Capital Group, LLC, a Delaware limited liability company (“OCG”), in its capacity as the sole shareholder of Holdings, Inc.; and

 

(6)  Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (“OCGH”), in its capacity as the duly elected manager of OCG.

 

The principal business address of each of the Reporting Persons is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071.

 

(b)

Title of Class of Securities:
Common stock, par value $0.001 per share (the “Common Stock”)

 

(c)

CUSIP Number:
109452

 

Item 3.

If this statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o)

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c)

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c)

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)

 

(e)

o

An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E)

 

(f)

o

An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F);

 

(g)

o

A Parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)

 

(j)

o

Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).

 

8


 

CUSIP No. 109452

SCHEDULE 13G

 

 

 

Item 4.

Ownership

 

The information contained in Items 5-9 of the cover pages to this Schedule 13G is hereby incorporated by reference into this Item 4.

 

MLYCo PT is the direct owner of 18,358,019 Penny Warrants and 6,119,340 Oaktree Warrants, collectively constituting 9.1% of the Issuer’s outstanding Common Stock, and has the sole power to vote and dispose of such Securities.

 

FIE, in its capacity as the manager of MLYCo PT, has the ability to direct the management of MLYCo PT’s business, including the power to vote and dispose of securities held by MLYCo PT; therefore, FIE may be deemed to beneficially own the Securities held by MLYCo PT.

 

Management, as the managing member of FIE, has the ability to direct the management of FIE, including the power to direct the decisions of FIE regarding the vote and disposition of securities held by MLYCo PT; therefore, Management may be deemed to have indirect beneficial ownership of the Securities held by MLYCo PT.

 

Holdings, Inc., in its capacity as the general partner of Management, has the ability to direct the management of Management’s business, including the power to vote and dispose of securities held by MLYCo PT; therefore, Holdings, Inc. may be deemed to have indirect beneficial ownership of the Securities held by MLYCo PT.

 

OCG, in its capacity as the sole shareholder of Holdings, Inc., has the ability to appoint and remove directors of Holdings, Inc. and, as such, may indirectly control the decisions of Holdings, Inc. regarding the vote and disposition of securities held by MLYCo PT.  Therefore, OCG may be deemed to have indirect beneficial ownership of the Securities held by MLYCo PT.

 

OCGH, in its capacity as the duly appointed manager of OCG, has the ability appoint and remove directors of OCG and, as such, may indirectly control the decisions of OCG regarding the vote and disposition of securities held by MLYCo PT; therefore, OCGH may be deemed to have indirect beneficial ownership of the Securities held by MLYCo PT.

 

Pursuant to Rule 13d-4 of the Exchange Act, the Reporting Persons declare that filing this Statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement except to the extent of such person’s pecuniary interest in the shares of Common Stock, and except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person.

 

All calculations of percentage ownership herein are based on a total of 269,250,948 shares of Common Stock outstanding, consisting of (i) 244,773,589 shares of Common Stock issued and outstanding as of August 5, 2014, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on August 6, 2014, and (ii) 24,477,359 shares of Common Stock underlying the Warrants.  In accordance with Rule 13d-3(d)(1), the Warrants are treated as exercised for the purpose of computing the deemed beneficial ownership percentage of the Reporting Persons.

 

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.  o

 

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable

 

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

 

 

Item 8.

Identification and Classification of Members of the Group.

 

Not applicable.

 

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 

9


 

CUSIP No. 109452

SCHEDULE 13G

 

 

Item 10.

Certifications.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

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.

 

Dated: September 18, 2014

 

 

 

 

OCM MLYCO PT, LLC

 

 

 

 

By:

OCM FIE, LLC

 

Its:

Manager

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Authorized Signatory

 

 

 

 

By:

/s/ Lisa Arakaki

 

Name:

Lisa Arakaki

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

OCM FIE, LLC

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Authorized Signatory

 

 

 

 

By:

/s/ Lisa Arakaki

 

Name:

Lisa Arakaki

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

OAKTREE CAPITAL MANAGEMENT, L.P.

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Assistant Vice President

 

 

 

 

By:

/s/ Lisa Arakaki

 

Name:

Lisa Arakaki

 

Title:

Managing Director

 

10


 

CUSIP No. 109452

SCHEDULE 13G

 

 

 

OAKTREE HOLDINGS, INC.

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Assistant Vice President

 

 

 

 

By:

/s/ Lisa Arakaki

 

Name:

Lisa Arakaki

 

Title:

Managing Director

 

 

 

 

 

 

 

OAKTREE CAPITAL GROUP, LLC

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Assistant Vice President

 

 

 

 

By:

/s/ Lisa Arakaki

 

Name:

Lisa Arakaki

 

Title:

Managing Director

 

 

 

 

 

 

 

OAKTREE CAPITAL GROUP HOLDINGS GP, LLC

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Assistant Vice President

 

 

 

 

By:

/s/ Lisa Arakaki

 

Name:

Lisa Arakaki

 

Title:

Managing Director

 

11

EXHIBIT 1

 

JOINT FILING AGREEMENT

 

Pursuant to Rule 13(d)-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13G is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements.  Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

Dated as of September 18, 2014

 

 

 

OCM MLYCO PT, LLC

 

 

 

 

By:

OCM FIE, LLC

 

Its:

Manager

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Authorized Signatory

 

 

 

 

By:

/s/ Lisa Arakaki

 

Name:

Lisa Arakaki

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

OCM FIE, LLC

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Authorized Signatory

 

 

 

 

By:

/s/ Lisa Arakaki

 

Name:

Lisa Arakaki

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

OAKTREE CAPITAL MANAGEMENT, L.P.

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Assistant Vice President

 

 

 

 

By:

/s/ Lisa Arakaki

 

Name:

Lisa Arakaki

 

Title:

Managing Director

 


 

 

OAKTREE HOLDINGS, INC.

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Assistant Vice President

 

 

 

 

By:

/s/ Lisa Arakaki

 

Name:

Lisa Arakaki

 

Title:

Managing Director

 

 

 

 

 

 

 

OAKTREE CAPITAL GROUP, LLC

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Assistant Vice President

 

 

 

 

By:

/s/ Lisa Arakaki

 

Name:

Lisa Arakaki

 

Title:

Managing Director

 

 

 

 

 

 

 

OAKTREE CAPITAL GROUP HOLDINGS GP, LLC

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Assistant Vice President

 

 

 

 

By:

/s/ Lisa Arakaki

 

Name:

Lisa Arakaki

 

Title:

Managing Director

 

2