Unassociated Document
CGSH Draft 2/11/2010
 

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Validus Holdings, Ltd.
(Name of Issuer)
 
Common Shares, par value $0.175
(Title of Class of Securities)
 
BMG9319H1025
(CUSIP Number)
 
December 31, 2009
(Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 o    Rule 13d-1(b)
 o    Rule 13d-1(c)
 x    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 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).





1


 
 CUSIP No.  BMG9319H1025
 
1.
Name of Reporting Person
 
Bank of America Corporation
2.
Check the Appropriate Box if a Member of a Group 
(a) o
(b) o
3.
SEC Use Only
4.
Citizenship or Place of Organization
 
Delaware
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
 
7,440,086 *
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
7,440,086 *
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)             o*
11.
Percent of Class Represented by Amount in Row (9)
 
5.6%
12.
Type of Reporting Person (See Instructions)
 
HC


(*) See Item 4 of this Statement on Schedule 13G.


2


 CUSIP No.  BMG9319H1025

1.
Name of Reporting Person
 
 Merrill Lynch & Co., Inc.
2.
Check the Appropriate Box if a Member of a Group 
(a) o
(b) o
3.
SEC Use Only
4.
Citizenship or Place of Organization
 
Delaware
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
 
7,421,649 *
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
 7,421,649 *
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)             x*
11.
Percent of Class Represented by Amount in Row (9)
 
5.6%
12.
Type of Reporting Person (See Instructions)
 
CO, HC


(*) See Item 4 of this Statement on Schedule 13G.



3


 
 CUSIP No.  BMG9319H1025
 
1.
Name of Reporting Person
 
 Merrill Lynch Group, Inc.
2.
Check the Appropriate Box if a Member of a Group 
(a) o
(b) o
3.
SEC Use Only
4.
Citizenship or Place of Organization
 
Delaware
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
 
6,781,472*
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
6,781,472*
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)              x*
11.
Percent of Class Represented by Amount in Row (9)
 
5.1%
12.
Type of Reporting Person (See Instructions)
 
CO, HC


(*) See Item 4 of this Statement on Schedule 13G.


4


 
 CUSIP No.  BMG9319H1025

1.
Name of Reporting Person
 
 Merrill Lynch GP Inc.
2.
Check the Appropriate Box if a Member of a Group 
(a) o
(b) o
3.
SEC Use Only
4.
Citizenship or Place of Organization
 
Delaware
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
 
4,650,518*
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
4,650,518*
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)              x*
11.
Percent of Class Represented by Amount in Row (9)
 
3.5%
12.
Type of Reporting Person (See Instructions)
 
CO


(*) See Item 4 of this Statement on Schedule 13G.



5


 
 CUSIP No.  BMG9319H1025
 
1.
Name of Reporting Person
 
ML Global Private Equity Partners, L.P.
2.
Check the Appropriate Box if a Member of a Group 
(a) o
(b) o
3.
SEC Use Only
4.
Citizenship or Place of Organization
 
Cayman Islands
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
 
4,650,518*
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
4,650,518*
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)              x*
11.
Percent of Class Represented by Amount in Row (9)
 
3.5%
12.
Type of Reporting Person (See Instructions)
 
PN


(*) See Item 4 of this Statement on Schedule 13G.




6


 
 CUSIP No.  BMG9319H1025

1.
Name of Reporting Person
 
MLGPE Ltd.
2.
Check the Appropriate Box if a Member of a Group 
(a) o
(b) o
3.
SEC Use Only
4.
Citizenship or Place of Organization
 
Cayman Islands
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
 
4,650,518*
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
4,650,518*
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)              x*
11.
Percent of Class Represented by Amount in Row (9)
 
3.5%
12.
Type of Reporting Person (See Instructions)
 
OO



(*) See Item 4 of this Statement on Schedule 13G.


7


 
 CUSIP No.  BMG9319H1025
 
1.
Name of Reporting Person
 
ML Global Private Equity Fund, L.P.
2.
Check the Appropriate Box if a Member of a Group 
(a) o
(b) o
3.
SEC Use Only
4.
Citizenship or Place of Organization
 
Cayman Islands
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
 
4,650,518*
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
4,650,518*
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)             x
11.
Percent of Class Represented by Amount in Row (9)
 
3.5%
12.
Type of Reporting Person (See Instructions)
 
PN


(*) See Item 4 of this Statement on Schedule 13G.




8


 
 CUSIP No.  BMG9319H1025
 
1.
Name of Reporting Person
 
Merrill Lynch Ventures, LLC
2.
Check the Appropriate Box if a Member of a Group 
(a) o
(b) o
3.
SEC Use Only
4.
Citizenship or Place of Organization
 
Delaware
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
 
1,550,172*
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,550,172*
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)              x*
11.
Percent of Class Represented by Amount in Row (9)
 
1.2%
12.
Type of Reporting Person (See Instructions)
 
OO


(*) See Item 4 of this Statement on Schedule 13G.



9


 
 CUSIP No.  BMG9319H1025
 
1.
Name of Reporting Person
 
Merrill Lynch Ventures L.P. 2001
2.
Check the Appropriate Box if a Member of a Group 
(a) o
(b) o
3.
SEC Use Only
4.
Citizenship or Place of Organization
 
Delaware
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
 
1,550,172*
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,550,172*
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)             x
11.
Percent of Class Represented by Amount in Row (9)
 
1.2%
12.
Type of Reporting Person (See Instructions)
 
PN


(*) See Item 4 of this Statement on Schedule 13G.

10


 
 CUSIP No.  BMG9319H1025
 
1.
Name of Reporting Person
 
Merrill Lynch, Pierce, Fenner & Smith Incorporated
2.
Check the Appropriate Box if a Member of a Group 
(a) o
(b) o
3.
SEC Use Only
4.
Citizenship or Place of Organization
 
Delaware
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
 
638,522*
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
638,522*
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)              x*
11.
Percent of Class Represented by Amount in Row (9)
 
0.5%
12.
Type of Reporting Person (See Instructions)
 
BD


(*) See Item 4 of this Statement on Schedule 13G.




11


 
 CUSIP No.  BMG9319H1025
 
1.
Name of Reporting Person
 
GMI Investments, Inc.
2.
Check the Appropriate Box if a Member of a Group 
(a) o
(b) o
3.
SEC Use Only
4.
Citizenship or Place of Organization
 
Delaware
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
 
580,782*
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
580,782*
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)             x
11.
Percent of Class Represented by Amount in Row (9)
 
0.4%
12.
Type of Reporting Person (See Instructions)
 
CO

(*) See Item 4 of this Statement on Schedule 13G.

12


 
 CUSIP No.  BMG9319H1025
 
1.
Name of Reporting Person
 
Bank of America, National Association
2.
Check the Appropriate Box if a Member of a Group 
(a) o
(b) o
3.
SEC Use Only
4.
Citizenship or Place of Organization
 
United States
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
 
18,316*
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
18,316*
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)             x
11.
Percent of Class Represented by Amount in Row (9)
 
0.0%
12.
Type of Reporting Person (See Instructions)
 
BK

(*) See Item 4 of this Statement on Schedule 13G.



13


 
 CUSIP No.  BMG9319H1025
 
1.
Name of Reporting Person
 
Banc of America Investment Advisors, Inc.
2.
Check the Appropriate Box if a Member of a Group 
(a) o
(b) o
3.
SEC Use Only
4.
Citizenship or Place of Organization
 
Delaware
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
 
9,276*
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
9,276*
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)             x
11.
Percent of Class Represented by Amount in Row (9)
 
0.0%
12.
Type of Reporting Person (See Instructions)
 
IA

(*) See Item 4 of this Statement on Schedule 13G.


14


 
 CUSIP No.  BMG9319H1025

1.
Name of Reporting Person
 
Merrill Lynch Bank & Trust Co., FSB
2.
Check the Appropriate Box if a Member of a Group 
(a) o
(b) o
3.
SEC Use Only
4.
Citizenship or Place of Organization
 
United States
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
 
103*
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
103*
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)             x
11.
Percent of Class Represented by Amount in Row (9)
 
0.0%
12.
Type of Reporting Person (See Instructions)
 
BK

(*) See Item 4 of this Statement on Schedule 13G.


15


 
 CUSIP No.  BMG9319H1025

1.
Name of Reporting Person
 
Columbia Management Advisors, LLC
2.
Check the Appropriate Box if a Member of a Group 
(a) o
(b) o
3.
SEC Use Only
4.
Citizenship or Place of Organization
 
Delaware
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
 
170*
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
170*
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)             x
11.
Percent of Class Represented by Amount in Row (9)
 
0.0%
12.
Type of Reporting Person (See Instructions)
 
IA

(*) See Item 4 of this Statement on Schedule 13G.

16


 
 CUSIP No.  BMG9319H1025
 
1.
Name of Reporting Person
 
Banc of America Securities LLC
2.
Check the Appropriate Box if a Member of a Group 
(a) o
(b) o
3.
SEC Use Only
4.
Citizenship or Place of Organization
 
Delaware
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
 
121*
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
121*
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)             x
11.
Percent of Class Represented by Amount in Row (9)
 
0.0%
12.
Type of Reporting Person (See Instructions)
 
BD

(*) See Item 4 of this Statement on Schedule 13G.

17


 
 CUSIP No.  BMG9319H1025
 
1.
Name of Reporting Person
 
Merrill Lynch International
2.
Check the Appropriate Box if a Member of a Group 
(a) o
(b) o
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-
6.
Shared Voting Power
 
-0-
7.
Sole Dispositive Power
 
-0-
8.
Shared Dispositive Power
 
1,655*
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,655*
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)             x
11.
Percent of Class Represented by Amount in Row (9)
 
0.0%
12.
Type of Reporting Person (See Instructions)
 
BD

(*) See Item 4 of this Statement on Schedule 13G.


18


 
 CUSIP No.  BMG9319H1025
 

STATEMENT ON SCHEDULE 13G

Pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended (the “Act”), and as provided in the Joint Filing Agreement filed as Exhibit 1 to this Statement on Schedule 13G (this “Schedule 13G”), each of the persons listed below under Item 2 (each a “Reporting Person,” and collectively the “Reporting Persons”), have agreed to file one statement with respect to their ownership of common shares, par value $0.175 per share (the “Shares”), of Validus Holdings, Ltd. (the “Issuer”).

Item 1.

(a)           Name of Issuer:
 
Validus Holdings, Ltd.
 
(b)           Address of Issuer’s Principal Executive Offices:
 
19 Par-la-Ville Road
Hamilton, Bermuda HM 11

Item 2.

(a)           Name of Person Filing:

Bank of America Corporation
Merrill Lynch & Co., Inc.
Merrill Lynch Group, Inc.
Merrill Lynch GP Inc.
ML Global Private Equity Partners, L.P.
MLGPE Ltd.
ML Global Private Equity Fund, L.P.
Merrill Lynch Ventures, LLC
Merrill Lynch Ventures L.P. 2001
Merrill Lynch, Pierce, Fenner & Smith Incorporated
GMI Investments, Inc.
Bank of America, National Association
Banc of America Investment Advisors, Inc.
Merrill Lynch Bank & Trust Co., FSB
Columbia Management Advisors, LLC
Banc of America Securities LLC
Merrill Lynch International

(b)           Address of Principal Business Office or, if None, Residence:
 
100 N. Tryon Street,
North Carolina, 28255
 
(c)           Citizenship:
 
See Item 4 of each cover page.
 
 (d)          Title of Class of Securities:
 
Common shares, $0.175 par value per share.

19


 
 CUSIP No.  BMG9319H1025
 
 
(e)           CUSIP Number:
 
BMG9319H1025
 

 
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:

 
Not applicable.

 
Item 4.
Ownership
 
(a) Amount Beneficially Owned: See below.
 
(b) Percent of Class: See below.
 
(c) Number of shares as to which the person has:
 
(i) Sole power to vote or to direct the vote:
 
Zero.
 
(ii) Shared power to vote or to direct the vote:
 
Zero.
 
(iii) Sole power to dispose or to direct the disposition of:
 
Zero.
 
(iv) Shared power to dispose or to direct the disposition of:
 
See below.

20


 
 CUSIP No.  BMG9319H1025
 
As of December 31, 2009, each of the Reporting Persons directly owned of record the number and percentage of issued and outstanding Shares of the Issuer listed opposite its name:
 
Reporting Person
Shares Owned
Percentage of Issuer Outstanding Shares(1)
Bank of America Corporation (2)
0
0.0%
Merrill Lynch & Co., Inc. (3)
0
0.0%
Merrill Lynch Group, Inc. (4)
0
0.0%
Merrill Lynch GP Inc. (5)
0
0.0%
ML Global Private Equity Partners, L.P. (6)
0
0.0%
MLGPE Ltd. (7)
0
0.0%
ML Global Private Equity Fund, L.P. (8)
4,650,518**
3.5%
Merrill Lynch Ventures, LLC(9)
0
0.0%
Merrill Lynch Ventures L.P. 2001(10)
1,550,172***
1.2%
Merrill Lynch, Pierce, Fenner & Smith Incorporated(11)
638,522
0.5%
GMI Investments, Inc. (12)
580,782****
0.4%
Bank of America, National Association (13)
8,767
0.0%
Banc of America Investment Advisors, Inc. (14)
9,276
0.0%
Merrill Lynch Bank & Trust Co., FSB (15)
103
0.0%
Columbia Management Advisors, LLC (16)
170
0.0%
Banc of America Securities LLC (17)
121
0.0%
Merrill Lynch International (18)
1,655
0.0%
 

(1)  
Based on a total of 131,134,398 Shares outstanding, as reported by the Issuer on its Quarterly Report for the period ended September 30, 2009 filed on Form 10-Q on November 6, 2009, in addition to 1,067,187 Shares the Reporting Persons may acquire upon the exercise of certain warrants of the Issuer.
 
 
_____________________________________________
** Includes 364,804 Shares acquirable upon the exercise of warrants of the Issuer.
 
*** Includes 121,601 Shares acquirable upon the exercise of warrants of the Issuer.
 
**** All 580,782 Shares are acquirable upon the exercise of warrants of the Issuer.

21


 
 CUSIP No.  BMG9319H1025
 
(2)  
Bank of America Corporation (“BAC”), a Delaware corporation, is the ultimate parent company of each of the other Reporting Persons.  Its specific relationship to the other Reporting Persons is explained below.  As the ultimate parent company of the other Reporting Persons, it may be deemed to beneficially own 7,440,086 Shares, representing 5.6% of the outstanding Shares of the Issuer.  BAC hereby expressly disclaims beneficial ownership of the Shares held by the other Reporting Persons.
 
(3)  
Merrill Lynch & Co., Inc. (“ML&Co”), a Delaware corporation, is a wholly owned subsidiary of BAC.  Its specific relationship to the other Reporting Persons (as applicable) is explained below.  Because of such relationship, it may be deemed to beneficially own 7,421,649 Shares representing 5.6% of the outstanding Shares of the Issuer.  ML&Co hereby expressly disclaims beneficial ownership of the Shares held by the other Reporting Persons.
 
(4)  
Merrill Lynch Group, Inc. (“ML Group”), a Delaware corporation, is a wholly owned subsidiary of ML&Co.  Its specific relationship to the other Reporting Persons (as applicable) is explained below.  Because of such relationship, it may be deemed to beneficially own 6,781,472 Shares representing 5.1% of the outstanding Shares of the Issuer.  ML Group hereby disclaims beneficial ownership of the Shares held by the other Reporting Persons.
 
(5)  
Merrill Lynch GP Inc. (“ML GP”), a Delaware corporation, is a wholly owned subsidiary of ML Group.  It is also the sole general partner of ML Global PE LP (as defined below) and as such may be deemed to beneficially own the 4,650,518 Shares (representing 3.5% of the outstanding Shares of the Issuer) indirectly owned by ML Global PE LP.  ML GP hereby expressly disclaims ownership of the Shares held by the other Reporting Persons.
 
(6)  
ML Global Private Equity Partners, L.P. (“ML Global PE LP”) is an exempted limited partnership organized in the Cayman Islands.  Because of its relationship (as described below) to MLGPE Ltd. and MLGPELP (as defined below), it may be deemed to beneficially own the 4,650,518 Shares (representing 3.5% of the outstanding Shares of the Issuer), directly owned by MLGPELP.  ML Global PE LP hereby expressly disclaims beneficial ownership of the Shares held by the other Reporting Persons.
 
(7)  
MLGPE Ltd., a Cayman Islands company, is a wholly owned subsidiary of ML Global PE LP.  It is also the sole general partner of MLGPELP and as such may be deemed to beneficially own 4,650,518 Shares (representing 3.5% of the outstanding Shares of the Issuer), directly owned by MLGPELP.  MLGPE Ltd. hereby expressly disclaims beneficial ownership of the Shares held by the other Reporting Persons.
 
(8)  
ML Global Private Equity Fund, L.P. (“MLGPELP”) is an exempted limited partnership organized in the Cayman Islands.  The investment committee of ML Global PE LP has decision-making power over the voting and disposition of shares of portfolio investments of MLGPELP, including MLGPELP’s investment in the Issuer.  However, the consent of ML GP is expressly required in connection with any such vote or disposition.  MLGPELP hereby expressly disclaims beneficial ownership of the Shares held by the other Reporting Persons.
 
(9)  
Merrill Lynch Ventures, LLC (“ML Ventures LLC”), a Delaware limited liability company, is a wholly owned subsidiary of ML Group.  It is also the sole general partner of ML Ventures LP (as defined below) and as such may be deemed to beneficially own all the 1,550,172 Shares  (representing 1.2% of the outstanding Shares of the Issuer) directly owned by ML Ventures LP.  ML Ventures LLC hereby expressly disclaims beneficial ownership of the Shares held by the other Reporting Persons.

22


 
 CUSIP No.  BMG9319H1025
 
(10)  
Merrill Lynch Ventures L.P. 2001 (“ML Ventures LP”) is a Delaware limited partnership.  Its decisions regarding the voting or disposition of shares of its portfolio investments (including its investment in the Issuer) are made by the management and investment committee of the board of directors of ML Ventures LLC.  ML Ventures LP hereby expressly disclaims beneficial ownership of the Shares held by the other Reporting Persons.
 
(11)  
Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”), a Delaware corporation, is a wholly owned subsidiary of ML&Co.  MLPFS hereby expressly disclaims beneficial ownership of the Shares held by the other Reporting Persons.
 
(12)  
GMI Investments, Inc., a Delaware corporation, is a wholly owned subsidiary of ML Group.  GMI Investments, Inc. hereby expressly disclaims beneficial ownership of the Shares held by the other Reporting Persons.
 
(13)  
Bank of America, National Association (“BANA”), a federally chartered bank, is a wholly owned subsidiary of BANA Holding Corporation, which is a wholly owned subsidiary of BAC North America Holding Company, which is a wholly owned subsidiary of NB Holdings Corporation, which is a wholly-owned subsidiary of BAC.  Because of its relationship (as described below) to the Reporting Persons (as applicable) it may be deemed to beneficially own 9,549 Shares (representing 0.0% of the outstanding Shares of the Issuer) in addition to its own direct holdings.  BANA hereby expressly disclaims beneficial ownership of the Shares held by the other Reporting Persons.
 
(14)  
Banc of America Investment Advisors, Inc. (“BAIA”), a Delaware corporation, is a wholly owned subsidiary of BANA.  BAIA hereby expressly disclaims beneficial ownership of the Shares held by the other Reporting Persons.
 
(15)  
Merrill Lynch Bank & Trust Co., FSB (“MLB&T”), a federally chartered bank, is a wholly owned subsidiary of BANA.  MLB&T hereby expressly disclaims beneficial ownership of the Shares held by the other Reporting Persons.
 
(16)  
Columbia Management Advisors, LLC (“CMA”), a Delaware limited liability company, is a wholly owned subsidiary of Columbia Management Group, LLC, which is a wholly owned subsidiary of BANA.  CMA hereby expressly disclaims beneficial ownership of the Shares held by the other Reporting Persons.
 
(17)  
Banc of America Securities LLC (“BAS”), a Delaware limited liability company, is a wholly owned subsidiary of Banc of America Securities Holdings Corporation, which is a wholly owned subsidiary of NB Holdings Corporation.  BAS hereby expressly disclaims beneficial ownership of the Shares held by the other Reporting Persons.
 
(18)  
Merrill Lynch International (“MLI”) a company organized and existing under the laws of England and Wales.  MLI is a subsidiary of ML UK Capital Holdings, which is a wholly owned subsidiary of Merrill Lynch Holdings Limited, which is a wholly owned subsidiary of MLEIH Funding, which in turn is a wholly owned subsidiary of Merrill Lynch Europe Intermediate Holdings, which is a wholly owned subsidiary of Merrill Lynch Europe Limited, which in turn in a subsidiary of Merrill Lynch UK Holdings, which is a wholly owned subsidiary of ML EMEA Holdings LLC, which is a wholly owned subsidiary of Merrill Lynch International Incorporated (the foregoing companies shall collectively be referred to as the “MLI Parent Companies”) which in turn is a wholly owned subsidiary of ML&Co.  Due to their relationship with MLI, the MLI Parent Companies may be deemed to beneficially own 1,655 Shares (representing 0.0% of the outstanding Shares of the Issuer).  Each of the MLI Parent Companies and MLI hereby expressly disclaims beneficial ownership of the Shares held by the other Reporting Persons.

23


 
 CUSIP No.  BMG9319H1025
 
 
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.
 
Not applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
 
See Item 4.
 
Item 8.
Identification and Classification of Members of the Group.
 
Not applicable.
 
Item 9.
Notice of Dissolution of Group
 
Not applicable.
 
Item 10.
Certification
          
Not applicable.
 
 
 
 
 
24


 
 CUSIP No.  BMG9319H1025

 

 
SIGNATURES
 
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 February __, 2010
 
 
BANK OF AMERICA CORPORATION
 
 By:            
/s/ Debra I. Cho                                                   
Name: Debra I. Cho
Title:   Senior Vice President

 
 
MERRILL LYNCH & CO., INC
 
 By:                   
/s/ Lawrence Emerson                                            
Name: Lawrence Emerson
Title:   Authorized Signatory

 
 
MERRILL LYNCH GROUP, INC.
 
 By:                   
/s/ Jonathan N. Santelli                                           
Name: Jonathan N. Santelli
Title:   Authorized Signatory

 
 
MERRILL LYNCH GP INC.
 
 By:                   
/s/ Melanie G. Marino                                           
Name: Melanie G. Marino
Title:   Assistant Secretary

 
 
ML GLOBAL PRIVATE EQUITY PARTNERS, L.P.
By: Merrill Lynch GP, Inc., its general partner
 
 
 By:                   
/s/ Melanie G. Marino                                           
Name: Melanie G. Marino
Title:   Assistant Secretary

 
25


 
 CUSIP No.  BMG9319H1025
 
 
MLGPE LTD.
 
 By:                   
/s/ Melanie G. Marino                                           
Name: Melanie G. Marino
Title:   Assistant Secretary

 
 
ML GLOBAL PRIVATE EQUITY FUND, L.P.
By:  MLGPE Ltd., its general partner
 
 
 By:                   
/s/ Melanie G. Marino                                           
Name: Melanie G. Marino
Title:   Assistant Secretary

 
 
MERRILL LYNCH VENTURES, LLC
 
 By:                   
/s/ Melanie G. Marino                                           
Name: Melanie G. Marino
Title:   Assistant Secretary

 
 
MERRILL LYNCH VENTURES L.P. 2001
By:  Merrill Lynch Ventures, LLC, its general partner
 
 
 By:                   
/s/ Melanie G. Marino                                           
Name: Melanie G. Marino
Title:   Assistant Secretary

 
 
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
 
 
 By:                   
/s/ Lawrence Emerson                                            
Name: Lawrence Emerson
Title:   Authorized Signatory

 
 
GMI INVESTMENTS, INC.
 
 
 By:                   
/s/ Melanie G. Marino                                           
Name: Melanie G. Marino
Title:   Assistant Secretary

 
 
26


 
 CUSIP No.  BMG9319H1025
 

 
 
BANK OF AMERICA, NATIONAL ASSOCIATION
 
 
 By:                   
/s/ Debra  Cho                                                           
Name: Debra Cho
Title:   Senior Vice President

 
 
BANC OF AMERICA INVESTMENT ADVISORS, INC.
 
 
 By:                   
/s/ Jeffrey Cullen                                                        
Name: Jeffrey Cullen
Title:   Vice President

 
 
MERRILL LYNCH BANK & TRUST CO., FSB
 
 
 By:                   
/s/ Jennifer Marre                                                    
Name: Jennifer Marre
Title:   Corporate Secretary

 
 
COLUMBIA MANAGEMENT ADVISORS, LLC
 
 
 By:                   
/s/ Robert McConnaughey                                      
Name: Robert McConnaughey
Title:   Principal

 
 
BANC OF AMERICA SECURITIES LLC
 
 
 By:                   
/s/ Adam Strouse                                                        
Name: Adam Strouse
Title:   Attorney-In-Fact

 
 
MERRILL LYNCH INTERNATIONAL
 
 
 By:                   
/s/ Sajjad Rashid                                                        
Name: Sajjad Rashid
Title:    Chief Operating Officer, EMEA

 
27


 
 CUSIP No.  BMG9319H1025
 

EXHIBITS
 
Exhibit
Number
Title                         
   
1
Joint Filing Agreement
 
 
 
 
 
 

 
28