SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE
13G/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
SWS Group,
Inc.
(Name of Issuer)
Common Stock, par value $0.10 per share
(Title of Class of Securities)
78503N107
(CUSIP Number)
December 31, 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:
¨ Rule
13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
13G/A
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CUSIP No. 78503N107 |
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Page
2
of 15 |
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1 |
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NAME OF
REPORTING PERSONS NexPoint Credit Strategies Fund |
2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP* (a) ¨ (b) ¨ |
3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5 |
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SOLE VOTING POWER
1,175,233** |
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6 |
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SHARED VOTING POWER
0 |
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7 |
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SOLE DISPOSITIVE POWER
1,175,233** |
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8 |
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SHARED DISPOSITIVE POWER
0 |
9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,175,233** |
10 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES* ¨ |
11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 2.4%** |
12 |
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TYPE OF REPORTING PERSON*
IV, OO |
* |
SEE INSTRUCTIONS BEFORE FILLING OUT |
2
13G/A
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CUSIP No. 78503N107 |
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Page
3
of 15 |
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1 |
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NAME OF
REPORTING PERSONS NexPoint Advisors, L.P. |
2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP* (a) ¨ (b) ¨ |
3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5 |
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SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
1,175,233** |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
1,175,233** |
9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,175,233** |
10 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES* ¨ |
11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 2.4%** |
12 |
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TYPE OF REPORTING PERSON*
IA, PN |
* |
SEE INSTRUCTIONS BEFORE FILLING OUT |
3
13G/A
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CUSIP No. 78503N107 |
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Page
4
of 15 |
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1 |
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NAME OF
REPORTING PERSONS NexPoint Advisors GP, LLC |
2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP* (a) ¨ (b) ¨ |
3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5 |
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SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
1,175,233** |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
1,175,233** |
9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,175,233** |
10 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES* ¨ |
11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 2.4%** |
12 |
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TYPE OF REPORTING PERSON*
HC, OO |
* |
SEE INSTRUCTIONS BEFORE FILLING OUT |
4
13G/A
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CUSIP No. 78503N107 |
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Page
5
of 15 |
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1 |
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NAME OF
REPORTING PERSONS Highland Select Equity Master Fund, L.P. |
2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP* (a) ¨ (b) ¨ |
3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Bermuda |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5 |
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SOLE VOTING POWER
2,093,074** |
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6 |
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SHARED VOTING POWER
0 |
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7 |
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SOLE DISPOSITIVE POWER
2,093,074** |
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8 |
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SHARED DISPOSITIVE POWER
0 |
9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,093,074** |
10 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES* ¨ |
11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 4.3%** |
12 |
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TYPE OF REPORTING PERSON*
PN |
* |
SEE INSTRUCTIONS BEFORE FILLING OUT |
5
13G/A
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CUSIP No. 78503N107 |
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Page
6
of 15 |
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1 |
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NAME OF
REPORTING PERSONS Highland Select Equity Fund GP, L.P. |
2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP* (a) ¨ (b) ¨ |
3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5 |
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SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
2,093,074** |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
2,093,074** |
9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,093,074** |
10 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES* ¨ |
11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 4.3%** |
12 |
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TYPE OF REPORTING PERSON*
PN |
* |
SEE INSTRUCTIONS BEFORE FILLING OUT |
6
13G/A
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CUSIP No. 78503N107 |
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Page 7 of 15 |
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1 |
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NAME OF
REPORTING PERSONS Highland Select Equity GP, LLC |
2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP* (a) ¨ (b) ¨ |
3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5 |
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SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
2,093,074** |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
2,093,074** |
9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,093,074** |
10 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES* ¨ |
11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 4.3%** |
12 |
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TYPE OF REPORTING PERSON*
OO |
* |
SEE INSTRUCTIONS BEFORE FILLING OUT |
7
13G/A
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CUSIP No. 78503N107 |
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Page 8 of 15 |
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1 |
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NAME OF
REPORTING PERSONS Highland Capital Management, L.P. |
2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP* (a) ¨ (b) ¨ |
3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5 |
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SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
2,093,074** |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
2,093,074** |
9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,093,074** |
10 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES* ¨ |
11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 4.3%** |
12 |
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TYPE OF REPORTING PERSON*
IA, PN |
* |
SEE INSTRUCTIONS BEFORE FILLING OUT |
8
13G/A
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CUSIP No. 78503N107 |
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Page 9 of 15 |
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1 |
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NAME OF
REPORTING PERSONS Strand Advisors, Inc. |
2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP* (a) ¨ (b) ¨ |
3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5 |
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SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
2,093,074** |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
2,093,074** |
9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,093,074** |
10 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES* ¨ |
11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 4.3%** |
12 |
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TYPE OF REPORTING PERSON*
HC, CO |
* |
SEE INSTRUCTIONS BEFORE FILLING OUT |
9
13G/A
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CUSIP No. 78503N107 |
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Page 10 of 15 |
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1 |
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NAME OF
REPORTING PERSONS James D. Dondero |
2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP* (a) ¨ (b) ¨ |
3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION United States |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5 |
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SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
3,268,307** |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
3,268,307** |
9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,268,307** |
10 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES* ¨ |
11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 6.7%** |
12 |
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TYPE OF REPORTING PERSON*
HC, IN |
* |
SEE INSTRUCTIONS BEFORE FILLING OUT |
10
SCHEDULE 13G/A
This Amendment No. 1 to the Schedule 13G (this Amendment) is being filed on behalf of NexPoint Credit Strategies Fund, a
Delaware statutory trust (the Credit Fund), NexPoint Advisors, L.P., a Delaware limited partnership (NexPoint), NexPoint Advisors GP, LLC, a Delaware limited liability company (NexPoint GP), Highland Select Equity
Master Fund, L.P., a Bermuda limited partnership (the Select Fund and together with the Credit Fund, the Funds), Highland Select Equity Fund GP, L.P., a Delaware limited partnership (Select GP), Highland Select
Equity GP, LLC, a Delaware limited liability company (Select LLC), Highland Capital Management, L.P., a Delaware limited partnership (Highland Capital), Strand Advisors, Inc., a Delaware corporation (Strand), and
James D. Dondero (collectively, the Reporting Persons). This Amendment modifies the original Schedule 13G filed with the Securities and Exchange Commission on February 14, 2014 (the Original 13G) by the Reporting
Persons.
Ethan Powell is the President of NexPoint GP and James D. Dondero is the President of Strand. NexPoint GP is the general partner
of NexPoint. NexPoint serves as the investment advisor to the Credit Fund. Strand is the general partner of Highland Capital. Highland Capital is the sole member of Select LLC. Select LLC is the general partner of Select GP. Select GP is the general
partner of the Select Fund. This Schedule 13G relates to shares of Common Stock, par value $0.10 per share (the Common Stock), of SWS Group, Inc., a Delaware corporation (the Issuer), held by the Funds.
Item 2(a) Name of Person Filing.
Item 2(a) of
the Original 13G is hereby amended and restated to read as follows:
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(1) |
NexPoint Credit Strategies Fund |
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(2) |
NexPoint Advisors, L.P. |
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(3) |
NexPoint Advisors GP, LLC |
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(4) |
Highland Select Equity Master Fund, L.P. |
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(5) |
Highland Select Equity Fund GP, L.P. |
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(6) |
Highland Select Equity GP, LLC |
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(7) |
Highland Capital Management, L.P. |
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(8) |
Strand Advisors, Inc. |
Item 2(c) Citizenship or Place of Organization.
Item 2(c) of the Original 13G is hereby amended and restated to read as follows:
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(1) |
NexPoint Credit Strategies Fund is a Delaware statutory trust |
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(2) |
NexPoint Advisors, L.P. is a Delaware limited partnership |
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(3) |
NexPoint Advisors GP, LLC is a Delaware limited liability company |
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(4) |
Highland Select Equity Master Fund, L.P. is a Bermuda limited partnership |
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(5) |
Highland Select Equity Fund GP, L.P. is a Delaware limited partnership |
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(6) |
Highland Select Equity GP, LLC is a Delaware limited liability company |
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(7) |
Highland Capital Management, L.P. is a Delaware limited partnership |
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(8) |
Strand Advisors, Inc. is a Delaware corporation |
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(9) |
James D. Dondero is a United States citizen |
Item 4 Ownership.
Item 4 of the Original 13G is hereby amended and restated to read as follows:
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(a) |
The Credit Fund is the beneficial owner of 1,175,233 shares of Common Stock that it holds directly. NexPoint, as the investment advisor to the Credit Fund, and NexPoint GP, as the general partner of NexPoint, may be
deemed the beneficial owners of the 1,175,233 shares of Common Stock held by the Credit Fund. |
The Select Fund is the
beneficial owner of 2,093,074 shares of Common Stock that it holds directly. Select GP, as the general partner of the Select Fund, Select LLC, as the general partner of Select GP, Highland Capital, as the sole member of Select LLC, and Strand, as
the general partner of Highland Capital, may be deemed the beneficial owners of the 2,093,074 Common Shares held by the Select Fund.
Mr. Dondero may be deemed the beneficial owner of the 3,268,307 Common Shares held by the Funds.
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(b) |
The Credit Fund, NexPoint and NexPoint GP may be deemed the beneficial owners of 2.4% of the outstanding shares of Common Stock held by the Credit Fund. |
The Select Fund, Select GP, Select LLC, Highland Capital and Strand may be deemed the beneficial owners of 4.3% of the outstanding shares of
Common Stock held by the Select Fund.
Mr. Dondero may be deemed the beneficial owner of 6.7% of the outstanding shares of Common
Stock held by the Funds.
The above percentages were determined by dividing the number of shares of Common Stock held by each of the
Reporting Persons, respectively, by 48,456,850, which is the number of Common Shares outstanding as of October 31, 2014 according to the Issuers Form 10-Q filed with the Securities and Exchange Commission on November 5, 2014.
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(c) |
The Credit Fund has the sole power to vote and dispose of the 1,175,233 shares of Common Stock that it holds directly. NexPoint and NexPoint GP have the shared power to vote and dispose of the 1,175,233 shares of Common
Stock held by the Credit Fund. |
12
The Select Fund has the sole power to vote and dispose of the 2,093,074 shares of Common Stock
that it holds directly. Select GP, Select LLC, Highland Capital and Strand have the shared power to vote and dispose of the 2,093,074 shares of Common Stock held by the Select Fund.
Mr. Dondero has the shared power to vote and dispose of the 3,268,307 shares of Common Stock held by the Funds.
Item 10 Certification.
By signing
below each of the Reporting Persons certifies that, to the best of such persons knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and were 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.
Exhibits Exhibit 99-1
Joint
Filing Agreement, dated February 13, 2015, by and among NexPoint Credit Strategies Fund, NexPoint Advisors, L.P., NexPoint Advisors GP, LLC, Highland Select Equity Master Fund, L.P., Highland Select Equity Fund GP, L.P., Highland Select Equity
GP, LLC, Highland Capital Management, L.P., Strand Advisors, Inc., and James D. Dondero.
[Signature Page Follows]
13
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.
Date: February 13, 2015
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NEXPOINT CREDIT STRATEGIES FUND |
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By: |
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/s/ Ethan Powell |
Name: Ethan Powell |
Title: President |
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NEXPOINT ADVISORS, L.P. |
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By: NexPoint Advisors GP, LLC, its general partner |
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By: |
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/s/ Ethan Powell |
Name: Ethan Powell |
Title: President |
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NEXPOINT ADVISORS GP, LLC |
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By: |
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/s/ Ethan Powell |
Name: Ethan Powell |
Title: President |
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HIGHLAND SELECT EQUITY MASTER FUND, L.P. |
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By: Highland Select Equity Fund GP, L.P., its general partner |
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By: Highland Select Equity GP, LLC, its general partner |
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By: Highland Capital Management, L.P., its sole member |
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By: Strand Advisors, Inc., its general partner |
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By: |
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/s/ James D. Dondero |
Name: James D. Dondero |
Title: President |
14
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HIGHLAND SELECT EQUITY FUND GP, L.P. |
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By: Highland Select Equity GP, LLC, its general partner |
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By: Highland Capital Management, L.P., its sole member |
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By: Strand Advisors, Inc., its general partner |
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By: |
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/s/ James D. Dondero |
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Name: James D. Dondero |
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Title: President |
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HIGHLAND SELECT EQUITY GP, LLC |
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By: Highland Capital Management, L.P., its sole member |
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By: Strand Advisors, Inc., its general partner |
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By: |
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/s/ James D. Dondero |
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Name: James D. Dondero |
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Title: President |
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HIGHLAND CAPITAL MANAGEMENT, L.P. |
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By: Strand Advisors, Inc., its general partner |
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By: |
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/s/ James D. Dondero |
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Name: James D. Dondero |
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Title: President |
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STRAND ADVISORS, INC. |
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By: |
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/s/ James D. Dondero |
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Name: James D. Dondero |
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Title: President |
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/s/ James D. Dondero |
James D. Dondero |
15
EXHIBIT 99-1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of
each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.10 per share, of SWS Group, Inc., and further agree that this Joint Filing Agreement shall be included as an
Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such
Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the
information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint
Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 13, 2015.
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NEXPOINT CREDIT STRATEGIES FUND |
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By: |
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/s/ Ethan Powell |
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Name: Ethan Powell |
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Title: President |
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NEXPOINT ADVISORS, L.P. |
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By: NexPoint Advisors GP, LLC, its general partner |
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By: |
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/s/ James D. Dondero |
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Name: James D. Dondero |
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Title: President |
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NEXPOINT ADVISORS GP, LLC |
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By: |
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/s/ James D. Dondero |
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Name: James D. Dondero |
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Title: President |
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HIGHLAND SELECT EQUITY MASTER FUND, L.P. |
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By: Highland Select Equity Fund GP, L.P., its general partner |
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By: Highland Select Equity, LLC, its general partner |
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By: Highland Capital Management, L.P., its general partner |
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By: Strand Advisors, Inc., its general partner |
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By: |
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/s/ James D. Dondero |
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Name: James D. Dondero |
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Title: President |
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HIGHLAND SELECT EQUITY FUND GP, L.P. |
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By: Highland Select Equity, LLC, its general
partner |
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By: Highland Capital Management, L.P., its
general partner |
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By: Strand Advisors, Inc., its general partner |
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By: |
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/s/ James D. Dondero |
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Name: James D. Dondero |
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Title: President |
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HIGHLAND SELECT EQUITY GP, LLC |
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By: Highland Capital Management, L.P., its
general partner |
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By: Strand Advisors, Inc., its general partner |
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By: |
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/s/ James D. Dondero |
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Name: James D. Dondero |
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Title: President |
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HIGHLAND CAPITAL MANAGEMENT, L.P. |
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By: Strand Advisors, Inc., its general partner |
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By: |
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/s/ James D. Dondero |
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Name: James D. Dondero |
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Title: President |
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STRAND ADVISORS, INC. |
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By: |
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/s/ James D. Dondero |
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Name: James D. Dondero |
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Title: President |
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/s/ James D. Dondero |
James D. Dondero |
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