Magnolia Capital Fund Amends Old Market Capital Stake

TL;DR

Magnolia Capital Fund updated its stake in Old Market Capital Corp. - watch this space.

AI Summary

Magnolia Capital Fund, LP has amended its Schedule 13D filing regarding Old Market Capital Corporation, reporting a change in beneficial ownership as of November 22, 2024. The filing indicates a shift in control or significant stake, though specific new ownership percentages are not detailed in this excerpt. Old Market Capital Corporation, formerly Nicholas Financial Inc., is a short-term business credit institution incorporated in Florida.

Why It Matters

This amendment signals a potential shift in control or significant investment activity by Magnolia Capital Fund in Old Market Capital Corporation, which could impact the company's strategic direction and stock performance.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate significant changes in a major shareholder's position, which can lead to increased volatility and uncertainty.

Key Players & Entities

• Magnolia Capital Fund, LP (company) — Filing person
• Old Market Capital Corporation (company) — Subject company
• Nicholas Financial Inc. (company) — Former company name
• November 22, 2024 (date) — Date of event requiring filing

FAQ

Key Financial Figures

• $25,202,433.46 — enefit of MCF at an aggregated price of $25,202,433.46. Adam K. Peterson (“Mr. Peterson

Filing Documents

• fp0091241-1_sc13da.htm (SC 13D/A) — 59KB
• 0001398344-24-021819.txt ( ) — 61KB

Security and Issuer

Item 1. Security and Issuer. This statement on Schedule 13D relates to shares of common stock, no par value per share (the “Common Stock”) of Old Market Capital Corporation (the “Issuer”). The address of the principal executive office of the Issuer is 1601 Dodge Street, Suite 3350, Omaha, Nebraska 68102.

Identity and Background

Item 2. Identity and Background. (a)-(c) This Schedule 13D is being jointly filed by Magnolia Capital Fund, LP (“MCF”), The Magnolia Group, LLC (“TMG”), a registered investment adviser, and Adam K. Peterson (each a “Reporting Person” and, collectively, the “Reporting Persons”) with respect to shares of common stock, no par value per share of the Issuer (the “Common Stock”) owned directly by MCF. TMG is the general partner of MCF. Mr. Peterson is the managing member of TMG. TMG and Mr. Peterson may each exercise voting and dispositive power over the Common Stock held by MCF and, as a result, may be deemed to be indirect beneficial owners of shares of Common Stock held by MCF. TMG and Mr. Peterson disclaim beneficial The principal business address of each of the Reporting Persons is 1601 Dodge Street, Suite 3300 Omaha, Nebraska 68102. (d) During the past five years, none of the Reporting Persons have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, none the of Reporting Persons have 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 activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) MCF is a Delaware limited partnership. TMG is a Nebraska limited liability company and registered investment adviser. Mr. Peterson is a U.S. citizen.

Source or Amount of Funds or Other Consideration

Item 3. Source or Amount of Funds or Other Consideration. Consideration for the Common Stock described in this Schedule 13D came from the working capital of the MCF. The Common Stock was purchased by TMG for the benefit of MCF at an aggregated price of $25,202,433.46. Adam K. Peterson (“Mr. Peterson”) directly holds 16,404 shares of Common Stock and he holds interest in MCF and TMG. The shares held directly by Mr. Peterson were received as compensation for Mr. Peterson’s position on the board of directors of the Company. CUSIP No. 65373A109 13D Page 5 of 8 Pages

Purpose of Transaction

Item 4. Purpose of Transaction. The Reporting Persons appointed a representative to join the board of directors of the Company. Adam Peterson joined the board of directors on July 28, 2017. The Reporting Persons purchased the Common Stock based on the belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity. Although Reporting Person has no specific plan or proposal to acquire additional Common Stock or dispose of the Common Stock, consistent with its investment purpose, Reporting Person at any time and from time to time may acquire additional Common Stock or dispose of any or all of its Common Stock depending upon an ongoing evaluation of the investment in the Common Stock, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Person and/or other investment considerations. The purpose of the acquisition of the Common Stock is for investment, and the acquisitions of the Common Stock were made in the ordinary course of business and were not made for the purpose of acquiring control of the Issuer. Also, consistent with the investment purpose, the Reporting Persons may engage in communications with one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer and/or one or more representatives of the Issuer regarding the Issuer. Except to the extent the foregoing may be deemed a plan or proposal, Reporting Person has no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Person may, at any time and from time to time, review or reconsider its position and/or change its purpose and/or formulate plans or proposals with respect thereto.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. (a) Based upon the Issuer's quarterly report on Form 10-Q/A filed on November 22, 2024, there were approximately 6.7 million shares outstanding as of November 6, 2024. Based on the foregoing, the shares beneficially owned, in total, represent approximately 36.5% of the shares issued and outstanding. Of the shares beneficially owned, Mr. Peterson may be deemed the beneficial owner of 2,442,471 shares of Common Stock held for the account of the MCF. TMG may be deemed the beneficial owner of 2,426,067 shares of Common Stock held for the account of MCF. MCF may be deemed the beneficial owner of 2,426,067 shares of Common Stock that it holds. (b) The information set forth in Rows 7 through 10 of the cover page for each Reporting Person is hereby incorporated by reference into this Item 5(b) for each such Reporting Person. (c) As a result of the update to the common stock outstanding share value reported in Issuer’s 10-Q/A filed on November 22, 2024, the Reporting Person’s aggregate beneficial ownership percentage increased by approximately 3%. This filing is being made due to this update solely. There have been no purchase or sale transactions by the Reporting Persons in the last 60 days. CUSIP No. 65373A109 13D Page 6 of 8 Pages (d) Except as disclosed herein, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by each of the Reporting Persons. (e) This item is not applicable.

Contracts, Arrangements, Understandings or Relationships

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The powers of disposition and voting of the shares are held pursuant to a limited partnership agreement entered into between MCF and TMG. As described above in Item 2, Mr. Peterson is the managing member of TMG.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits. The following documents are filed as Exhibits to this statement. Exhibit A – Joint Filing Agreement CUSIP No. 65373A109 13D Page 7 of 8 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. Magnolia Capital Fund, LP By: The Magnolia Group, LLC, General Partner By: /s/ Adam K. Peterson Name: Adam K. Peterson Title: Manager Date: November 26, 2024 The Magnolia Group, LLC By: The Magnolia Group, LLC By: /s/ Adam K. Peterson Name: Adam K. Peterson Title: Manager Date: November 26, 2024 Adam K. Peterson By: /s/ Adam K. Peterson Name: Adam K. Peterson Date: November 26, 2024 CUSIP No. 65373A109 13D Page 8 of 8 Pages Exhibit A JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange act of 1934, the undersigned agree, as of November 26, 2024, that only one statement containing the information required by Schedule 13D, and each amendment thereto, need to be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Old Market Capital Corporation, and such statement to which this Joint Filing Agreement is attached as Exhibit B is filed on behalf of each of the undersigned. Dated: November 26, 2024 Magnolia Capital Fund, LP By: The Magnolia Group, LLC, General Partner By: /s/ Adam K. Peterson Adam K. Peterson, Manager The Magnolia Group, LLC By: /s/ Adam K. Peterson Adam K. Peterson, Manager By: /s/ Adam K. Peterson Adam K. Peterson

View Full Filing

View this SC 13D/A filing on SEC EDGAR