Page 12 of 40 – SEC Filing
| SCHEDULE 13D | ||
| Page 12 of 19 Pages |
Set forth in the attached Annex A is a listing of the directors, executive officers, members and general partners, as applicable, of each Reporting Person (collectively, the “Covered Persons”), and Annex A is incorporated by reference into this Item 2. Each of the Covered Persons that is a natural person is a United States citizen.
The principal business address of each of Njord Luxco and OPPS IX is 26A Boulevard Royal, L-2449 Luxembourg, Grand-Duchy of Luxembourg. The principal business address of the remaining Reporting Persons and Covered Persons is c/o Oaktree Capital Group Holdings GP, LLC, 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071.
(d) and (e) During the last five years, none of the Reporting Persons and, to the best of their knowledge, none of the Covered Persons: (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) has 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.
Item 3. Source and Amount of Funds or Other Consideration
The response to Item 4 is incorporated by reference herein.
The source of funds for the Shares acquired in the Private Placement (defined in Item 4 below) was the working capital of OPPS IX and its related funds. No borrowed funds were used to purchase such Shares.
Item 4. Purpose of Transaction
On January 26, 2017, the Issuer’s previously-announced private placement of 11,920,000 new Shares at a price of $8.39 per Share (the “Private Placement”) closed. In connection with the closing of the Private Placement, the Reporting Persons acquired 8,214,548 Shares, pursuant to the agreements described below.
In connection with the Private Placement, on January 23, 2018, Njord Luxco entered into a Subscription Form with the Issuer pursuant to which Njord Luxco agreed to subscribe to 8,214,548 Shares at the subscription price of $8.39 per Share, for an aggregate subscription price of $68,920,057.72. Furthermore, on January 22, 2018, Njord Luxco entered into a Subscription and Backstop Undertaking with the Issuer pursuant to which it agreed to subscribe for any remaining new Shares not otherwise subscribed for by other investors in the Private Placement, up to but not exceeding an aggregate subscription amount of $100,000,000. However, there were no remaining new Shares not otherwise subscribed for by other investors in the Private Placement, and so Njord Luxco did not subscribe to any additional Shares beyond the 8,214,548 Shares under the Subscription Form.
Also in connection with the Private Placement, on January 22, 2018, the Issuer and Njord Luxco entered into a Shareholder Lock-Up Agreement pursuant to which Njord Luxco agreed to a 90-day lock-up period with respect to the Shares it beneficially owns, subject to certain customary exceptions.
The foregoing descriptions of the Subscription Form, Subscription and Backstop Undertaking, and Shareholder Lock-Up Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the form of such documents, which are attached hereto as Exhibits B, C, and D, respectively, and are incorporated by reference herein.
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