SC 13D 1 topsc13d.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.___)* Tennenbaum Opportunities Partners V, LP ------------------------------------ (Name of Issuer) Series A Cumulative Preferred Interests -------------------------------------- (Title of Class of Securities) N/A --- (CUSIP Number) Tony Wong Hannover Funding Co LLC c/o Global Securitization Services, LLC 445 Broad Hollow Road, Suite 239 Melville, NY 11747 (631) 930-7207 ----------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 30, 2007 ------------- (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 ss.ss. 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 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). -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. - N/A Page 2 of 5 pages ------------- ------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Hannover Funding Co LLC I.R.S. ID No. 13-4119825 ------------- ------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] ------------- ------------------------------------------------------------------ 3 SEC USE ONLY ------------- ------------------------------------------------------------------ 4 SOURCE OF FUNDS WC ------------- ------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [N/A] ------------- ------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware -------------------------------------------------------------------------------- NUMBER OF SHARES 7. SOLE VOTING POWER 2,880.8376 BENEFICIALLY OWNED BY EACH 8. SHARED VOTING POWER 0 REPORTING PERSON WITH 9. SOLE DISPOSITIVE POWER 2,880.8376 10. SHARED DISPOSITIVE POWER 0 ------------- ------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,880.8376 ------------- ------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [N/A ] ------------- ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.51% ------------- ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON CO ------------- ------------------------------------------------------------------ Item 1. Security and Issuer. This statement on Schedule 13D (the "Schedule 13D") relates to the Series A Cumulative Preferred Interests (the "Preferred Interests") of Tennenbaum Opportunities Partners V, LP, a Delaware limited partnership (the "Issuer"). The principal executive offices of the Issuer are located at c/o Tennenbaum Capital Partners, LLC, 2951 28th Street, Suite 1000, Santa Monica, California 90405. Item 2. Identity and Background. (a) This Schedule 13D is being filed by Hannover Funding Co LLC, a Delaware corporation (the "Reporting Person"). Appendix A hereto sets forth information with respect to the directors and executive officers of the Reporting Person. (b) The address of the principal business and principal office of the Reporting Person is c/o Global Securitization Services, LLC, 445 Broad Hollow Road, Suite 239, Melville, New York 11747. (c) The Reporting Person's principal business is to act as an asset backed commercial paper conduit. Norddeutsche Landesbank Girozentrale "Nord/LB", a Germany chartered bank acting through its New York Branch ("Nord/LB NY"), acts as the Reporting Person's agent. Nord/LB NY's principal business address is located at 1114 Avenue of the Americas, New York, New York 10036. Global Securitization Services, LLC, a Delaware limited liability company ("Global") provides support services to the Reporting Person. Global's principal business address is located at 445 Broad Hollow Road, Suite 239, Melville, New York 11747. (d) During the last five years, neither the Reporting Person, nor, to the best knowledge of the Reporting Person, Nord/LB NY, Global or any entity or person with respect to whom information is provided in Appendix A to this Schedule 13D in response to this Item, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, neither the Reporting Person, nor, to the best knowledge of the Reporting Person, Nord/LB NY, Global or any entity or person with respect to whom information is provided in Appendix A to this Schedule 13D in response to this Item, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violations with respect to such laws. (f) The Reporting Person is organized under the laws of the State of Delaware. Item 3. Source and Amount of Funds or Other Consideration. The Reporting Person acquired the Preferred Shares for $57,616,751.27 using its working capital. As an asset backed commercial paper conduit, the Reporting Person's working capital is obtained through the issuance of commercial paper. Item 4. Purpose of Transaction. The Reporting Person acquired the Preferred Interests for investment purposes. Item 5. Interest in Securities of the Issuer. (a) The Reporting Person beneficially owns 2,880.8376 shares of Preferred Interests, representing approximately 17.51% of the outstanding Preferred Interests. Except as set forth in this Item 5(a), neither the Reporting Person, nor, to the best knowledge of the Reporting Person, Nord/LB NY, Global or any entity or person with respect to whom information is provided in Appendix A to this Schedule 13D, beneficially own any Preferred Interests. (b) The Reporting Person has the sole power to vote or to direct the vote and the sole or power to dispose or to direct the disposition of the Preferred Interests reported hereby. (c) The Preferred Interests identified in Item 5(a) hereof were acquired on March 30, 2007. Except as identified in the preceding sentence, neither the Reporting Person, nor, to the best knowledge of the Reporting Person, Nord/LB NY, Global or any entity or person with respect to whom information is provided in Appendix A to this Schedule 13D, has effected any transaction in the Preferred Interests during the past 60 days. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings, or Relationships With Respect to Securities of the Issuer. Not applicable. Item 7. Material to be Filed as Exhibits. Not applicable. 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. April 9, 2007 Hannover Funding Co LLC By: /s/ Kevin P. Burns ---------------------------------- Name: Kevin P. Burns Title: Vice President APPENDIX A ---------- INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF HANNOVER FUNDING CO LLC Set forth below is the name, current business address, citizenship and the present principal occupation or employment of each director and executive officer of Hannover Funding Co LLC. Unless otherwise indicated below, the current business address for each of the individuals listed below is c/o Global Securitization Services, LLC, 445 Broad Hollow Road, Suite 239, Melville, NY 11747. Unless otherwise indicated, each such person is a citizen of the United States of America. Name Position with Hannover Funding Co LLC; ---- ----------------------------------------- Other Present Principal Occupation ------------------------------------------ Frank B. Bilotta President, Treasurer and Assistant Secretary Andrew L. Stidd Vice President, Assistant Treasurer and Assistant Secretary Bernard J. Angelo Vice President, Assistant Treasurer and Assistant Secretary Damien Perez Vice President, Assistant Treasurer and Assistant Secretary David V. DeAngelis Vice President, Assistant Treasurer and Assistant Secretary John L. Fridlington Vice President, Assistant Treasurer and Assistant Secretary John M. DeMilt Vice President, Assistant Treasurer and Assistant Secretary Kevin P. Burns Vice President, Assistant Treasurer and Assistant Secretary