SC 13G 1 ls13g-monarch_ejf.htm ls13g-monarch_ejf.htm
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934

Monarch Community Bancorp, Inc.
(Name of Issuer)
 
Common Stock, $0.05 par value
(Title of Class of Securities)
 
609045208
(CUSIP Number)
 

November 15, 2013
(Date of Event which Requires Filing of this Statement)
 


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

¨ Rule 13d-1(b)
 
ý Rule 13d-1(c)
 
¨ 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 in 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. 609045208
13G
 

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
    EJF Capital LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
    Delaware
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
849,865
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
 
849,865
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
849,865
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)      o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.8% (1)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IA
 
(1)
Based on 8,660,147 shares of common stock outstanding as of July 28, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on August 14, 2014.
 
 
 

 
 
CUSIP No. 609045208
13G
 
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
    Emanuel J. Friedman
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
    United States
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
849,865
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
 
849,865
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
849,865
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)      o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.8% (1)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
(1)
Based on 8,660,147 shares of common stock outstanding as of July 28, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on August 14, 2014.
 
 
 

 
 
CUSIP No. 609045208
13G
 

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
            EJF Financial Opportunities Master Fund, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
            Cayman Islands
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
76,112
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
 
76,112
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
76,112
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)       o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
               0.9% (1)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
(1)
Based on 8,660,147 shares of common stock outstanding as of July 28, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on August 14, 2014.
 
 
 

 
CUSIP No. 609045208
13G
 
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
            EJF Financial Opportunites GP, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
            Delaware
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
76,112
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
 
76,112
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
76,112
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)      o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.9% (1)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
 
 
(1)
Based on 8,660,147 shares of common stock outstanding as of July 28, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on August 14, 2014.
 
 
 

 
 
CUSIP No. 609045208
13G
 

1
 
 
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
EJF Sidecar Fund, Series LLC - Series D
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
72,345
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
 
72,345
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
72,345
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)      o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.8% (1)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
 
(1)
Based on 8,660,147 shares of common stock outstanding as of July 28, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on August 14, 2014.
 
 
 
 

 
 
 
CUSIP No. 609045208
13G
 
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
BSOF Master Fund L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
566,667
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
 
566,667
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
566,667
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.5% (1)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
(1)
Based on 8,660,147 shares of common stock outstanding as of July 28, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on August 14, 2014.
 
 
 

 
 
CUSIP No. 609045208
13G
 
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Blackstone Strategic Opportunity Associates L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
566,667
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
 
566,667
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
566,667
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.5% (1)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
 
(1)
Based on 8,660,147 shares of common stock outstanding as of July 28, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on August 14, 2014.
 
 
 

 
 
CUSIP No. 609045208
13G
 
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Blackstone Alternative Solutions L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
566,667
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
 
566,667
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
566,667
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.5% (1)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO, IA
 
(1)
Based on 8,660,147 shares of common stock outstanding as of July 28, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on August 14, 2014.
 
 
 

 
 
CUSIP No. 609045208
13G
 
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Blackstone Holdings I L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
566,667
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
 
566,667
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
566,667
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.5% (1)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
(1)
Based on 8,660,147 shares of common stock outstanding as of July 28, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on August 14, 2014.
 
 
 

 
 
CUSIP No. 609045208
13G
 
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Blackstone Holdings II L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
566,667
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
 
566,667
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
566,667
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.5% (1)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
(1)
Based on 8,660,147 shares of common stock outstanding as of July 28, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on August 14, 2014.
 
 
 

 
 
CUSIP No. 609045208
13G
 
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Blackstone Holdings I/II GP Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
566,667
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
 
566,667
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
566,667
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.5% (1)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO
 
(1)
Based on 8,660,147 shares of common stock outstanding as of July 28, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on August 14, 2014.
 
 
 

 
 
CUSIP No. 609045208
13G
 
 
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
The Blackstone Group L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
566,667
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
 
566,667
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
566,667
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.5% (1)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
(1)
Based on 8,660,147 shares of common stock outstanding as of July 28, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on August 14, 2014.
 
 
 

 
 
CUSIP No. 609045208
13G
 
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Blackstone Group Management L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
566,667
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
 
566,667
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
566,667
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.5% (1)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
 
(1)
Based on 8,660,147 shares of common stock outstanding as of July 28, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on August 14, 2014.
 
 
 

 
 
CUSIP No. 609045208
13G
 
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Stephen A. Schwarzman
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
566,667
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
 
566,667
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
566,667
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.5% (1)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
(1)
Based on 8,660,147 shares of common stock outstanding as of July 28, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on August 14, 2014.
 
 
 

 
 
Item 1. (a)                      Name of Issuer

Monarch Community Bancorp, Inc.
  
Item 1. (b)                      Address of Issuer’s Principal Executive Offices

375 North Willowbrook Road
Coldwater, MI 49036
  
Item 2. (a)                      Name of Person Filing

This Schedule 13G is being filed on behalf of the following persons (the “Reporting Persons”)*:

(i)
EJF Capital LLC;
(ii)
Emanuel J. Friedman;
(iii)
EJF Financial Opportunities Master Fund, LP;
(iv)
EJF Financial Opportunities GP, LLC; and
(v)
EJF Sidecar Fund, Series LLC – Series D (the entities listed in clauses (i)-(v), collectively, the “EJF Entities”); and
   
(vi)
BSOF Master Fund L.P. (“BSOF”);
(vii)
Blackstone Strategic Opportunity Associates L.L.C. (“BSOA”);
(viii)
Blackstone Alternative Solutions L.L.C. (“BAS”);
(ix)
Blackstone Holdings I L.P. (“Holdings I”);
(x)
Blackstone Holdings II L.P. (“Holdings II”);
(xi)
Blackstone Holdings I/II GP Inc. (“Holdings GP”);
(xii)
The Blackstone Group L.P. (“Blackstone”);
(xiii)
Blackstone Group Management L.L.C. (“Blackstone Management”); and
(xiv)
Stephen A. Schwarzman (the entities listed in clauses (vi) – (xiv), collectively, the “Blackstone Entities”).

*Attached as Exhibit A is a copy of an agreement among the Reporting Persons that this Schedule 13G is being filed on behalf of each of them.
 
Item 2. (b)             Address of Principal Business Office or, if None, Residence

The principal business address of each of the EJF Entities is:

2107 Wilson Boulevard, Suite 410
Arlington, VA 22201
 
The principal business address of each of the Blackstone Entities is:

345 Park Avenue, 28th Floor
New York, NY 10154
  
Item 2.  (c)           Citizenship

See Item 4 of the attached cover pages.
 
Item 2.  (d)           Title of Class of Securities

Common Stock, $0.05 par value (“Common Stock”)

Item 2.  (e)           CUSIP Number
 
609045208

Item 3.                   If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Not Applicable.
 
Item 4.                   Ownership

(a)
Amount beneficially owned:
   
 
See Item 9 of the attached cover pages.
   
(b)
Percent of class:
   
 
See Item 11 of the attached cover pages.
   
(c)
Number of shares as to which such person has:
   
 
(i)
Sole power to vote or to direct the vote:
   
   
See Item 5 of the attached cover pages.
   
 
(ii)
Shared power to vote or to direct the vote:
   
   
See Item 6 of the attached cover pages.
   
 
(iii)
Sole power to dispose or to direct the disposition:
   
   
See Item 7 of the attached cover pages.
   
 
(iv)
Shared power to dispose or to direct the disposition:
   
   
See Item 8 of the attached cover pages.

Each of EJF Sidecar Fund, Series LLC – Series D and EJF Financial Opportunities Master Fund, LP is the record owner of the shares of Common Stock shown on item 9 of its respective cover page.

EJF Financial Opportunities GP, LLC serves as the general partner of EJF Financial Opportunities Master Fund, LP and may be deemed to share beneficial ownership of the shares of Common Stock of which EJF Financial Opportunities Master Fund, LP is the record owner.

EJF Capital LLC is the sole member and manager of EJF Financial Opportunities GP, LLC and may be deemed to share beneficial ownership of the shares of Common Stock of which such entity may share beneficial ownership.  EJF Capital LLC also serves as the manager of EJF Sidecar Fund, Series LLC – Series D and various other managed accounts and may be deemed to share beneficial ownership of the shares of Common Stock of which EJF Sidecar Fund, Series LLC – Series D is the record owner and the 701,408 shares of Common Stock of which the various other managed accounts are the record owners.

Emanuel J. Friedman is the controlling member of EJF Capital LLC and may be deemed to share beneficial ownership of the shares of Common Stock over which EJF Capital LLC may share beneficial ownership.

BSOF directly holds 566,667 shares of Common Stock (the “Blackstone Shares”).

BSOA is the general partner of BSOF.  Holdings II is the general partner of BSOA.  BAS is the investment manager of BSOF.  Holdings I is the general partner of BAS.  Holdings GP is the general partner of each of Holdings I and Holdings II.  Blackstone is the controlling shareholder of Holdings GP. Blackstone Management is the general partner of Blackstone.  Blackstone Management is wholly owned by its senior managing directors and controlled by its founder, Stephen A. Schwarzman.

Pursuant to an investment advisory agreement (the “Advisory Agreement”) with EJF Capital LLC, EJF Capital LLC currently exercises voting and investment power over the Blackstone Shares.  The Blackstone Entities join in this filing solely to the extent that they may be deemed to have beneficial ownership of the Blackstone Shares (which are beneficially owned by EJF Capital LLC) and which are included in this report on Schedule 13G by reason of the Blackstone Entities’ ability, under the terms of the Advisory Agreement, to terminate EJF Capital LLC as a sub-adviser for the Blackstone Entities, on whose behalf EJF Capital LLC exercises investment discretion over the Blackstone Shares included in this report on Schedule 13G.  The Blackstone Entities do not otherwise exercise any voting or dispositive power over the Blackstone Shares and report such limited deemed beneficial ownership to the extent so advised by EJF Capital LLC under Rule 13d-1(b)(1)(iii) under the Act.

Each of the Blackstone Entities may be deemed to beneficially own the Common Stock held directly by BSOF, but neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Blackstone Entity is the beneficial owner of Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose (including, without limitation, any tax purposes) and each of the Blackstone Entities expressly disclaims beneficial ownership of all shares of Common Stock held directly by BSOF and any assertion or presumption that it and the other persons on whose behalf this statement is filed constitute a “group.”

The Blackstone Entities and the EJF Entities have no agreement regarding acquiring, holding, voting or disposing of the securities referred to herein.  The Blackstone Entities have no responsibility over the accuracy of the information contained in this Schedule 13G with respect to the EJF Entities.  The EJF Entities have no responsibility over the accuracy of the information contained in this Schedule 13G with respect to the Blackstone Entities, except that they have advised the Blackstone Entities of the number of shares of Common Stock that are subject to the Advisory Agreement.
 
Item 5.                      Ownership of Five Percent or Less of a Class

Not Applicable.
 
Item 6.                      Ownership of More than Five Percent on Behalf of Another Person

See Item 4.  Several third parties have entered into separate investment management agreements with EJF Capital LLC which grant EJF Capital LLC investment and voting authority over the Common Stock held by such third parties.  Such third parties have the right to receive dividends from, and proceeds from the sale of, such securities, subject to the terms of such investment management agreements.  As discussed in Item 4, one of those third parties is BSOF, which is the record owner of the Blackstone Shares.
 
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

The filing persons may be deemed to be members of a group.

Item 9.                      Notice of Dissolution of Group

Not Applicable.

Item 10.                    Certification

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 Section 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 12, 2014
 
 
 
EJF CAPITAL LLC
 
 
By:
/s/ Neal J. Wilson
 
Name:
Neal J. Wilson
 
Title:
Chief Operating Officer
 
 
 
EMANUEL J. FRIEDMAN
 
 
By:
/s/ Emanuel J. Friedman
 
Name:
Emanuel J. Friedman
 
 
 
EJF FINANCIAL OPPORTUNITES MASTER FUND, LP
 
 
By:
Its:
EJF FINANCIAL OPPORTUNITES GP, LLC
General Partner
 
 
By:
Its:
EJF CAPITAL LLC
Sole Member
 
 
By:
/s/ Neal J. Wilson
 
Name:
Neal J. Wilson
 
Title:
Chief Operating Officer
 
 
 
EJF FINANCIAL OPPORTUNITES GP, LLC
 
 
By:
Its:
EJF CAPITAL LLC
Sole Member
 
 
By:
/s/ Neal J. Wilson
 
Name:
Neal J. Wilson
 
Title:
Chief Operating Officer
 
 
 
EJF SIDECAR FUND, SERIES LLC – SERIES D
 
 
By:
Its:
EJF CAPITAL LLC
Manager
 
 
By:
/s/ Neal J. Wilson
 
Name:
Neal J. Wilson
 
Title:
Chief Operating Officer
 
 
 
BSOF MASTER FUND L.P.
 
 
By:
Its:
BLACKSTONE STRATEGIC OPPORTUNITY ASSOCIATES L.L.C.
General Partner
 
 
By:
/s/ J. Tomilson Hill
 
Name:
J. Tomilson Hill 
 
Title:
Authorized Signatory
 
 
 
BLACKSTONE STRATEGIC OPPORTUNITY ASSOCIATES L.L.C.
 
 
By:
/s/ J. Tomilson Hill
 
Name:
J. Tomilson Hill
  Title: Authorized Signatory
 
 
 
BLACKSTONE ALTERNATIVE SOLUTIONS L.L.C.
 
 
By:
/s/ J. Tomilson Hill
 
Name:
J. Tomilson Hill
  Title: Authorized Signatory
 
 
 
BLACKSTONE HOLDINGS I L.P.
 
 
By:
Its:
BLACKSTONE HOLDINGS I/II GP INC.
General Partner
 
 
By:
/s/ J. Tomilson Hill
 
Name:
J. Tomilson Hill
 
Title:
Vice Chairman 
 
 
 
BLACKSTONE HOLDINGS II L.P.
 
 
By:
Its:
BLACKSTONE HOLDINGS I/II GP INC.
General Partner
 
 
By:
/s/ J. Tomilson Hill
 
Name:
J. Tomilson Hill
  Title: Vice Chairman 
 
 
 
BLACKSTONE HOLDINGS I/II GP INC.
 
 
By:
/s/ J. Tomilson Hill
 
Name:
J. Tomilson Hill
  Title: Vice Chairman 

 
 
THE BLACKSTONE GROUP L.P.
 
 
By:
Its:
BLACKSTONE GROUP MANAGEMENT L.L.C.
General Partner
 
 
By:
/s/ J. Tomilson Hill
 
Name:
J. Tomilson Hill
  Title:  Vice Chairman 

 
 
BLACKSTONE GROUP MANAGEMENT L.L.C.
 
 
By:
/s/ J. Tomilson Hill
 
Name:
J. Tomilson Hill 
  Title:  Vice Chairman 


 
STEPHEN A. SCHWARZMAN
 
 
By:
/s/ Stephen A. Schwarzman
 
Name:
Stephen A. Schwarzman
 
 
 

 
 
EXHIBIT A

The undersigned, EJF Capital LLC, a Delaware limited liability company, Emanuel J. Friedman, EJF Financial Opportunities Master Fund, LP, an exempted limited partnership organized under the laws of the Cayman Islands, EJF Financial Opportunities GP, LLC, a Delaware limited liability company, EJF Sidecar Fund, Series LLC – Series D, a Delaware limited liability company, BSOF Master Fund L.P., an exempted limited partnership organized under the laws of the Cayman Islands, Blackstone Strategic Opportunity Associates L.L.C., a Delaware limited liability company, Blackstone Alternative Solutions L.L.C., a Delaware limited liability company, Blackstone Holdings I L.P., a Delaware limited partnership, Blackstone Holdings II L.P., a Delaware limited partnership, Blackstone Holdings I/II GP Inc., a Delaware corporation, The Blackstone Group L.P., a Delaware limited partnership, Blackstone Group Management L.L.C, a Delaware limited liability company and Stephen A. Schwarzman hereby agree and acknowledge that the information required by this Schedule 13G, to which this Agreement is attached as an exhibit, is filed on behalf of each of them.  The undersigned further agree that any further amendments or supplements thereto shall also be filed on behalf of each of them.

Dated:  September 12, 2014
 
 
EJF CAPITAL LLC
 
 
By:
/s/ Neal J. Wilson
 
Name:
Neal J. Wilson
 
Title:
Chief Operating Officer
 
 
 
EMANUEL J. FRIEDMAN
 
 
By:
/s/ Emanuel J. Friedman
 
Name:
Emanuel J. Friedman
 
 
 
EJF FINANCIAL OPPORTUNITES MASTER FUND, LP
 
 
By:
Its:
EJF FINANCIAL OPPORTUNITES GP, LLC
General Partner
 
 
By:
Its:
EJF CAPITAL LLC
Sole Member
 
 
By:
/s/ Neal J. Wilson
 
Name:
Neal J. Wilson
 
Title:
Chief Operating Officer
 
 
 
EJF FINANCIAL OPPORTUNITES GP, LLC
 
 
By:
Its:
EJF CAPITAL LLC
Sole Member
 
 
By:
/s/ Neal J. Wilson
 
Name:
Neal J. Wilson
 
Title:
Chief Operating Officer
 
 
 
EJF SIDECAR FUND, SERIES LLC – SERIES D
 
 
By:
Its:
EJF CAPITAL LLC
Manager
 
 
By:
/s/ Neal J. Wilson
 
Name:
Neal J. Wilson
 
Title:
Chief Operating Officer
 
 
 
BSOF MASTER FUND L.P.
 
 
By:
Its:
BLACKSTONE STRATEGIC OPPORTUNITY ASSOCIATES L.L.C.
General Partner
 
 
By:
/s/ J. Tomilson Hill
 
Name:
J. Tomilson Hill
 
Title:
Authorized Signatory
 
 
 
BLACKSTONE STRATEGIC OPPORTUNITY ASSOCIATES L.L.C.
 
 
By:
/s/ J. Tomilson Hill
 
Name:
J. Tomilson Hill
  Title: Authorized Signatory
 
 
 
BLACKSTONE ALTERNATIVE SOLUTIONS L.L.C.
 
 
By:
/s/ J. Tomilson Hill
 
Name:
J. Tomilson Hill
  Title: Authorized Signatory
 
 
 
BLACKSTONE HOLDINGS I L.P.
 
 
By:
Its:
BLACKSTONE HOLDINGS I/II GP INC.
General Partner
 
 
By:
/s/ J. Tomilson Hill
 
Name:
J. Tomilson Hill
 
Title:
Vice Chairman
 
 
 
BLACKSTONE HOLDINGS II L.P.
 
 
By:
Its:
BLACKSTONE HOLDINGS I/II GP INC.
General Partner
 
 
By:
/s/ J. Tomilson Hill
 
Name:
J. Tomilson Hill
  Title:  Vice Chairman
 
 
 
BLACKSTONE HOLDINGS I/II GP INC.
 
 
By:
/s/ J. Tomilson Hill
 
Name:
J. Tomilson Hill
  Title: Vice Chairman

 
 
THE BLACKSTONE GROUP L.P.
 
 
By:
Its:
BLACKSTONE GROUP MANAGEMENT L.L.C.
General Partner
 
 
By:
/s/ J. Tomilson Hill
 
Name:
J. Tomilson Hill 
  Title:  Vice Chairman

 
 
BLACKSTONE GROUP MANAGEMENT L.L.C.
 
 
By:
/s/ J. Tomilson Hill
 
Name:
J. Tomilson Hill 
  Title:  Vice Chairman


 
STEPHEN A. SCHWARZMAN
 
 
By:
/s/ Stephen A. Schwarzman
 
Name:
Stephen A. Schwarzman