UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
NORTEL INVERSORA S.A.
(Name of Issuer)
American Depositary Shares, representing Class B Preferred Shares
(Title of Class of Securities)
656567401
(CUSIP Number)
December 31, 2015
(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)
x 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. 656567401 |
| 1 | Names of reporting persons
Berkley Capital Management Ltd. | |||||
| 2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
Bahamas | |||||
Number of shares beneficially owned by each reporting person with: | 5 | Sole voting power
0 | ||||
| 6 | Shared voting power
0 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
0 | |||||
| 9 | Aggregate amount beneficially owned by each reporting person
0 | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
¨ | |||||
| 11 | Percent of class represented by amount in Row (9)
0.0%* | |||||
| 12 | Type of reporting person (see instructions)
CO | |||||
| * | On January 4, 2016, Berkley Capital Management Ltd. transferred certain of its assets, including all of its shares of common stock of the Issuer, to Braslyn Ltd. as part of an internal reorganization. |
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| CUSIP No. 656567401 |
| 1 | Names of reporting persons
Braslyn Ltd. | |||||
| 2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
Bahamas | |||||
Number of shares beneficially owned by each reporting person with: | 5 | Sole voting power
0 (see Item 4) | ||||
| 6 | Shared voting power
265,436 American Depositary Shares (representing Class B Preferred Shares)* | |||||
| 7 | Sole dispositive power
0 (see Item 4) | |||||
| 8 | Shared dispositive power
265,436 American Depositary Shares (representing Class B Preferred Shares)* | |||||
| 9 | Aggregate amount beneficially owned by each reporting person
265,436 American Depositary Shares (representing Class B Preferred Shares)* | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
¨ | |||||
| 11 | Percent of class represented by amount in Row (9)
0.9% of the Class B Preferred Shares* | |||||
| 12 | Type of reporting person (see instructions)
CO | |||||
| * | Braslyn Ltd. is currently the beneficial owner of 265,436 American Depositary Shares (“ADS”) representing 13,272, or 0.9% of the Class B Preferred Shares of Nortel Inversora S.A. (the “Issuer”), based on 1,470,455 Class B Preferred Shares stated to be outstanding as of September 30, 2015 in the Issuer’s most recent Form 6-K filed with the Securities and Exchange Commission on December 30, 2015. Each ADS represents 1/20th of a Class B Preferred Share of the Issuer. |
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| CUSIP No. 656567401 |
| 1 | Names of reporting persons
Skyland Inc. | |||||
| 2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
Bahamas | |||||
Number of shares beneficially owned by each reporting person with: | 5 | Sole voting power
0 | ||||
| 6 | Shared voting power
0 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
0 | |||||
| 9 | Aggregate amount beneficially owned by each reporting person
0 | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
¨ | |||||
| 11 | Percent of class represented by amount in Row (9)
0.0% | |||||
| 12 | Type of reporting person (see instructions)
CO | |||||
| * | On January 4, 2016, Skyland Inc. transferred certain of its assets, including all of its shares of common stock of the Issuer, to Shelton Ventures Inc. as part of an internal reorganization. |
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| CUSIP No. 656567401 |
| 1 | Names of reporting persons
Shelton Ventures Inc. | |||||
| 2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
Bahamas | |||||
Number of shares beneficially owned by each reporting person with: | 5 | Sole voting power
0 (see Item 4) | ||||
| 6 | Shared voting power
3,563,640 American Depositary Shares (representing Class B Preferred Shares)* | |||||
| 7 | Sole dispositive power
0 (see Item 4) | |||||
| 8 | Shared dispositive power
3,563,640 American Depositary Shares (representing Class B Preferred Shares)* | |||||
| 9 | Aggregate amount beneficially owned by each reporting person
3,563,640 American Depositary Shares (representing Class B Preferred Shares)* | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
¨ | |||||
| 11 | Percent of class represented by amount in Row (9)
12.1% of the Class B Preferred Shares* | |||||
| 12 | Type of reporting person (see instructions)
CO | |||||
| * | Shelton Ventures Inc. is currently the beneficial owner of 3,563,640 ADS representing 178,182, or 12.1% of the Class B Preferred Shares of the Issuer, based on 1,470,455 Class B Preferred Shares stated to be outstanding as of September 30, 2015 in the Issuer’s most recent Form 6-K filed with the Securities and Exchange Commission on December 30, 2015. Each ADS represents 1/20th of a Class B Preferred Share of the Issuer. |
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| CUSIP No. 656567401 |
| 1 | Names of reporting persons
Joe Lewis | |||||
| 2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
United Kingdom | |||||
Number of shares beneficially owned by each reporting person with: | 5 | Sole voting power
0 (see Item 4) | ||||
| 6 | Shared voting power
3,829,076 American Depositary Shares (representing Class B Preferred Shares)* | |||||
| 7 | Sole dispositive power
0 (see Item 4) | |||||
| 8 | Shared dispositive power
3,829,076 American Depositary Shares (representing Class B Preferred Shares)* | |||||
| 9 | Aggregate amount beneficially owned by each reporting person
3,829,076 American Depositary Shares (representing Class B Preferred Shares)* | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
¨ | |||||
| 11 | Percent of class represented by amount in Row (9)
13.0% of the Class B Preferred Shares* | |||||
| 12 | Type of reporting person (see instructions)
IN | |||||
| * | Joe Lewis is currently the beneficial owner of 3,829,076 ADS representing 191,454, or 13.0% of the Class B Preferred Shares of the Issuer, based on 1,470,455 Class B Preferred Shares stated to be outstanding as of September 30, 2015 in the Issuer’s most recent Form 6-K filed with the Securities and Exchange Commission on December 30, 2015. Each ADS represents 1/20th of a Class B Preferred Share of the Issuer. |
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Explanatory Note: This Amendment No. 7 (“Amendment No. 7”) amends and supplements the statement on Schedule 13G initially filed on June 23, 2010 (the “Original Filing”), as amended on November 18, 2012 (“Amendment No. 1”), February 10, 2012 (“Amendment No. 2”), February 11, 2013 (“Amendment No. 3”), December 11, 2013 (“Amendment No. 4”), January 3, 2014 (“Amendment No. 5”) and January 9, 2015 (“Amendment No. 6”) with respect to Berkley Capital Management Ltd. (“Berkley Capital”), Skyland Inc. (“Skyland”) and Joe Lewis. This Amendment No. 7 constitutes an initial statement on Schedule 13G for Braslyn Ltd. (“Braslyn”) and Shelton Ventures Inc. (“Shelton Ventures”). This Amendment No. 7 is being filed jointly pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
| Item 1. |
| (a) | Name of Issuer: |
Nortel Inversora S.A.
Translation of the issuer’s name into English:
Nortel Investments Inc
| (b) | Address of Issuer’s Principal Executive Offices: |
Alicia Moreau de Justo 50, Piso 11
C1107AAB — Buenos Aires, Argentina
| Item 2. |
| (a) | Name of Person Filing: |
This statement is filed jointly by Berkley Capital, Braslyn, Shelton Ventures, Skyland and Joe Lewis pursuant to Rule 13d-1(k)(1). Joe Lewis is the sole ultimate beneficial owner of, and controls, Berkley Capital, Braslyn, Shelton Ventures and Skyland.
| (b) | Address of Principal Business Office or, if None, Residence: |
Cay House
P.O. Box N-7776
E.P. Taylor Drive
Lyford Cay, New Providence, Bahamas
| (c) | Citizenship: |
Berkley Capital, Braslyn, Shelton Ventures and Skyland are international business corporations organized under the laws of the Bahamas. Joe Lewis is a permanent resident of the Bahamas and a citizen of the United Kingdom.
| (d) | Title of Class of Securities: |
American Depositary Shares, representing Class B Preferred Shares.
| (e) | CUSIP Number: |
656567401
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
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| (c) | ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | ¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | ¨ An employee benefit plan or endowment fund in accordance with §240.13d- 1(b)(1)(ii)(F); |
| (g) | ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| (h) | ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ¨ 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) | ¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
| (k) | ¨ A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1 |
(b)(1)(ii)(J), please specify the type of institution:
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: 3,829,076 ADS, representing 191,454 Class B Preferred Shares |
| (b) | Percent of class: 13.0% of the Class B Preferred Shares (based on 1,470,455 Class B Preferred Shares stated to be outstanding as of September 30, 2015 in the Issuer’s most recent Form 6-K filed with the Securities and Exchange Commission on December 30, 2015) |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 0* |
| (ii) | Shared power to vote or to direct the vote: 3,829,076 ADS, representing 191,454 Class B Preferred Shares* |
| (iii) | Sole power to dispose or to direct the disposition of: 0* |
| (iv) | Shared power to dispose or to direct the disposition of: 3,829,076 ADS, representing 191,454 Class B Preferred Shares* |
| * | Braslyn has shared voting power and shared dispositive power with respect to 265,436 ADS, representing 13,272 Class B Preferred Shares, which it owns directly. Shelton Ventures has shared voting power and shared dispositive power with respect to 3,563,640 ADS, representing 178,182 Class B Preferred Shares, which it owns directly. Joe Lewis has shared voting power and shared dispositive power with respect to 3,829,076 ADS, representing 191,454 Class B Preferred Shares, owned directly by Braslyn and Shelton Ventures. |
| 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 followingx.
With respect to only Berkley Capital and Skyland, this statement is being filed to report the fact that as of the date hereof, Berkley Capital and Skyland, have ceased to be the beneficial owners of more than 5 percent of the outstanding Class B Preferred Shares of the Issuer.
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| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Only Braslyn has the right to receive dividends and the proceeds from the sale of the Shares held by Braslyn. Only Shelton Ventures has the right to receive dividends and the proceeds from the sale of the Shares held by Shelton Ventures. See Item 4 above.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| 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.
| Exhibits | ||
| Exhibit 1 | Joint Filing Agreement, dated January 4, 2016, among Berkley Capital, Braslyn, Shelton Ventures, Skyland, and Joe Lewis | |
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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: January 4, 2016
| BERKLEY CAPITAL MANAGEMENT LTD. | ||
| By: | /s/ Jefferson R. Voss | |
| Name: | Jefferson R. Voss | |
| Title: | Attorney-in-Fact | |
| BRASLYN LTD. | ||
| By: | /s/ Jefferson R. Voss | |
| Name: | Jefferson R. Voss | |
| Title: | Attorney-in-Fact | |
| SHELTON VENTURES INC. | ||
| By: | /s/ Jefferson R. Voss | |
| Name: | Jefferson R. Voss | |
| Title: | Attorney-in-Fact | |
| SKYLAND INC. | ||
| By: | /s/ Jefferson R. Voss | |
| Name: | Jefferson R. Voss | |
| Title: | Attorney-in-Fact | |
| JOE LEWIS | ||
| By: | /s/ Joe Lewis | |
| Name: | Joe Lewis, Individually | |
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EXHIBIT INDEX
| Exhibit 1 | Joint Filing Agreement, dated January 4, 2016, among Berkley Capital, Braslyn, Shelton Ventures, Skyland, and Joe Lewis |
