Amendment: SEC Form SC 13D/A filed by Velocity Financial Inc.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13D/A

(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

 

 

Velocity Financial, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

92262D101

(CUSIP Number)

Pacific Investment Management Company LLC

Attention: Zephram Yowell, Senior Vice President, Senior Counsel

650 Newport Center Drive

Newport Beach, California 92660

(949) 720-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 18, 2024

(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 § 240.13d-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).

 

 

 

CUSIP No. 92262D101				Page 2 of 4 Pages

 

1.		NAME OF REPORTING PERSON    Pacific Investment Management Company LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) ☐  (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS    OO
5.		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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    10,963,806 shares of Common Stock  1,673,958 Warrants(1)
				8.		SHARED VOTING POWER    0
				9.		SOLE DISPOSITIVE POWER    10,963,806 shares of Common Stock(1)  1,673,958 Warrants(1)
				10.		SHARED DISPOSITIVE POWER    0

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    10,963,806 shares of Common Stock(1)  1,673,958 Warrants(1)
12.		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    36.5%(2)
14.		TYPE OF REPORTING PERSON    IA, OO

 

(1)

The shares reported herein for the Reporting Person represent the securities of the Issuer that are held by TOBI (see Item 2 of the Schedule 13D (i) 10,963,806 shares of the Issuer’s Common Stock, and (ii) 1,673,958 shares of Common Stock that TOBI has the right to acquire through the exercise of Warrants (the “Warrant Shares”).

(2)

The number of shares outstanding for purposes of this percentage calculation assumes (i) 32,985,794 outstanding shares of the Issuer’s Common Stock as of May 1, 2024 as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, as filed with the Securities and Exchange Commission on May 3, 2024, plus (ii) the Warrant Shares.

CUSIP No. 92262D101				Page 3 of 4 Pages

 

SCHEDULE 13D

The statement on Schedule 13D filed on April 14, 2020 (the “Original Schedule 13D”), relating to the common stock, par value $0.01 per share (the “Common Stock”), of Velocity Financial, Inc. (the “Issuer”), a Delaware corporation, (as amended by Amendment No. 1 to Schedule 13D filed on October 12, 2021 (“Amendment No. 1”), and by Amendment No. 2 to Schedule 13D filed on July 14, 2023 (“Amendment No. 2,” and together with the Original Schedule 13D and Amendment No. 1, the “Schedule 13D”) is hereby amended as set forth below by this Amendment No. 3 to the Schedule 13D. Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned to such terms in the Schedule 13D.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby supplemented by adding the following additional information:

(c) There have been no transactions with respect to the Common Stock during the sixty days prior to the date of this Amendment No. 3 by the Reporting Person or, to its knowledge, by any executive officer or director of the Reporting Person.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby supplemented by adding the following additional information:

TOBI is a party to the Margin Loan Agreement, dated as of July 18, 2024 (the “Loan Agreement”), with Société Générale, as administrative agent, and Société Générale, as lender. The Loan Agreement is comprised of a $70 million term loan facility. The maturity date of all loans under the Loan Agreement is July 18, 2026. TOBI’s obligations under the Loan Agreement are secured by a first priority lien on 10,963,806 shares of common stock of Velocity Financial, Inc.

CUSIP No. 92262D101				Page 4 of 4 Pages

 

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: July 22, 2024

 

Schedule A of the Schedule 13D is hereby amended in its entirety as follows:

Schedule A

The name and present principal occupation of each Executive Committee Member and Chief Investment Officer of PIMCO is set forth below. Unless otherwise noted the business address of each person listed below is c/o Pacific Investment Management Company LLC, 650 Newport Center Drive, Newport Beach, California 92660.

EXECTUVE COMMITTEE MEMBERS AND CHIEF INVESTMENT OFFICERS OF

PACIFIC INVESTMENT MANAGEMENT COMPANY LLC

 

Name and Business Address		Present Principal Occupation		Citizenship
Mangala Ananthanarayanan		Managing Director – Executive Committee, Head of Business Management for Europe, Middle East and Africa & Asia Pacific		United States
Andrew Balls		Managing Director – Chief Investment Officer (Global Fixed Income)		United States
Gregory Hall		Managing Director – Executive Committee, Head of U.S. Global Wealth Management		United States
Daniel J. Ivascyn		Managing Director – Executive Committee, Group Chief Investment Officer		United States
Mark R. Kiesel		Managing Director, Chief Investment Officer (Global Credit)		United States
Qi Wang		Managing Director –Chief Investment Officer (Portfolio Implementation)		United States
Emmanuel Roman		Managing Director – Executive Committee and Chief Executive Officer		United States
Marc P. Seidner		Managing Director, Chief Investment Officer (Non-traditional Strategies)		United States
Candice Stack		Managing Director – Executive Committee, Head of Client Management, Americas		United States
Kimberley Korinke		Managing Director – Executive Committee, Global Head of Product Strategy		United States
Jason Steiner		Managing Director – Executive Committee, Portfolio Manager		United States
Thibault Christian Stracke		Managing Director – Executive Committee, President and Global Head of Credit Research		United States
Alfred Murata		Managing Director – Executive Committee, Portfolio Manager		United States
Mohit Mittal		Managing Director – Chief Investment Officer (Core Strategies)		United States
Alec Kersman		Managing Director – Executive Committee, Head of Asia Pacific		United States
Greg Sharenow		Managing Director – Executive Committee, Portfolio Manager		United States
Jing Yang		Managing Director – Executive Committee, Portfolio Manager		United States