Page 24 of 34 – SEC Filing SCHEDULE 13D CUSIP No. 269279402 Page 24 of 34 Pages
Fund III beneficially owns 2,180,978 shares of Common Stock (approximately 0.8% of the total number of shares of Common Stock outstanding). Fund III has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition of, all such shares of Common Stock. Fund IIIA beneficially owns 39,977 shares of Common Stock (less than 0.1% of the total number of shares of Common Stock outstanding). Fund IIIA has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition of, all such shares of Common Stock. OCM EXCO beneficially owns 19,736,841 shares of Common Stock (approximately 7.0% of the total number of shares of Common Stock outstanding). OCM EXCO has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition of, all such shares of Common Stock. VOF Holdings beneficially owns 1,250,000 shares of Common Stock (approximately 0.4% of the total number of shares of Common Stock outstanding). VOF Holdings has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition of, all such shares of Common Stock. Certain Oaktree Funds, including Fund III, Fund IIIA, Fund IV Delaware, OCM EXCO and VOF Holdings beneficially own (i) the vested Stock Options that are exercisable on the date of this Amendment No. 6 into 81,250 shares of Common Stock and each have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition of, all such shares of Common Stock and (ii) 5,000 restricted shares of Common Stock and each have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition of, all such shares of Common Stock (together, the “Additional Shares”). Fund IV Delaware GP, in its capacity as the general partner of Fund IV Delaware, has the ability to direct the management of Fund IV Delaware’s business, including the power to vote and dispose of securities held by Fund IV Delaware. Fund IV, in its capacity as the sole shareholder of Fund IV Delaware GP, has the ability to appoint and remove directors of Fund IV Delaware GP and, as such, may indirectly control the decisions of Fund IV Delaware GP regarding the vote and disposition of securities held by Fund IV Delaware. Fund IV GP, in its capacity as the general partner of Fund IV, has the ability to direct the management of Fund IV’s business, including the power to direct the decisions of Fund IV to vote and dispose of securities held by Fund IV Delaware. Fund IV GP Ltd., in its capacity as the general partner of Fund IV GP, has the ability to direct the management of Fund IV GP’s business, including the power to direct the decisions of Fund IV GP to vote and dispose of securities held by Fund IV Delaware. Therefore, each of Fund IV Delaware GP, Fund IV, Fund IV GP and Fund IV GP Ltd. may be deemed to have indirect beneficial ownership of 14,652,136 shares of Common Stock (approximately 5.2% of the total number of shares of Common Stock outstanding), consisting of (a) 14,565,886 shares of Common Stock held by Fund IV Delaware and (b) the 86,250 Additional Shares. Fund III GP, in its capacity as the general partner of Fund III and Fund IIIA, has the ability to direct the managements of Fund III’s and Fund IIIA’s business, including the power to vote and dispose of securities held by Fund III and Fund IIIA; therefore, Fund III GP may be deemed to beneficially own 2,307,205 shares of Common Stock (approximately 0.8% of the total number of shares of Common Stock outstanding), consisting of (a) 2,220,955 shares of Common Stock held by Fund III and Fund IIIA and (b) the 86,250 Additional Shares. GP I, (i) in its capacity as the sole shareholder of Fund IV GP Ltd., has the ability to appoint and remove directors of Fund IV GP Ltd. and, as such, may indirectly control the decisions of Fund IV GP Ltd. regarding the vote and disposition of securities held by Fund IV Delaware, (ii) in its capacity as the general partner of Fund III GP, has the ability to direct the management of Fund III GP’s business, including the power to direct the decisions of Fund III GP regarding the vote and disposition of securities held by Fund III and Fund IIIA and (iii) in its capacity as the sole shareholder of VOF GP Ltd., has the ability to appoint and remove directors of VOF GP Ltd. and, as such, may indirectly control the decisions of VOF GP Ltd. regarding the vote and disposition of securities held by VOF GP Delaware. Capital I, in its capacity as the general partner of GP I, has the ability to direct the management of GP I’s business, including the power to direct the decisions of GP I regarding the vote and disposition of securities held by Fund IV Delaware, Fund III, Fund IIIA and VOF Holdings. Holdings I, in its
SCHEDULE 13D
| CUSIP No. 269279402 | Page 24 of 34 Pages |
Fund III beneficially owns 2,180,978 shares of Common Stock (approximately 0.8% of the total number of shares of Common Stock outstanding). Fund III has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition of, all such shares of Common Stock.
Fund IIIA beneficially owns 39,977 shares of Common Stock (less than 0.1% of the total number of shares of Common Stock outstanding). Fund IIIA has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition of, all such shares of Common Stock.
OCM EXCO beneficially owns 19,736,841 shares of Common Stock (approximately 7.0% of the total number of shares of Common Stock outstanding). OCM EXCO has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition of, all such shares of Common Stock.
VOF Holdings beneficially owns 1,250,000 shares of Common Stock (approximately 0.4% of the total number of shares of Common Stock outstanding). VOF Holdings has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition of, all such shares of Common Stock.
Certain Oaktree Funds, including Fund III, Fund IIIA, Fund IV Delaware, OCM EXCO and VOF Holdings beneficially own (i) the vested Stock Options that are exercisable on the date of this Amendment No. 6 into 81,250 shares of Common Stock and each have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition of, all such shares of Common Stock and (ii) 5,000 restricted shares of Common Stock and each have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition of, all such shares of Common Stock (together, the “Additional Shares”).
Fund IV Delaware GP, in its capacity as the general partner of Fund IV Delaware, has the ability to direct the management of Fund IV Delaware’s business, including the power to vote and dispose of securities held by Fund IV Delaware. Fund IV, in its capacity as the sole shareholder of Fund IV Delaware GP, has the ability to appoint and remove directors of Fund IV Delaware GP and, as such, may indirectly control the decisions of Fund IV Delaware GP regarding the vote and disposition of securities held by Fund IV Delaware. Fund IV GP, in its capacity as the general partner of Fund IV, has the ability to direct the management of Fund IV’s business, including the power to direct the decisions of Fund IV to vote and dispose of securities held by Fund IV Delaware. Fund IV GP Ltd., in its capacity as the general partner of Fund IV GP, has the ability to direct the management of Fund IV GP’s business, including the power to direct the decisions of Fund IV GP to vote and dispose of securities held by Fund IV Delaware.
Therefore, each of Fund IV Delaware GP, Fund IV, Fund IV GP and Fund IV GP Ltd. may be deemed to have indirect beneficial ownership of 14,652,136 shares of Common Stock (approximately 5.2% of the total number of shares of Common Stock outstanding), consisting of (a) 14,565,886 shares of Common Stock held by Fund IV Delaware and (b) the 86,250 Additional Shares.
Fund III GP, in its capacity as the general partner of Fund III and Fund IIIA, has the ability to direct the managements of Fund III’s and Fund IIIA’s business, including the power to vote and dispose of securities held by Fund III and Fund IIIA; therefore, Fund III GP may be deemed to beneficially own 2,307,205 shares of Common Stock (approximately 0.8% of the total number of shares of Common Stock outstanding), consisting of (a) 2,220,955 shares of Common Stock held by Fund III and Fund IIIA and (b) the 86,250 Additional Shares.
GP I, (i) in its capacity as the sole shareholder of Fund IV GP Ltd., has the ability to appoint and remove directors of Fund IV GP Ltd. and, as such, may indirectly control the decisions of Fund IV GP Ltd. regarding the vote and disposition of securities held by Fund IV Delaware, (ii) in its capacity as the general partner of Fund III GP, has the ability to direct the management of Fund III GP’s business, including the power to direct the decisions of Fund III GP regarding the vote and disposition of securities held by Fund III and Fund IIIA and (iii) in its capacity as the sole shareholder of VOF GP Ltd., has the ability to appoint and remove directors of VOF GP Ltd. and, as such, may indirectly control the decisions of VOF GP Ltd. regarding the vote and disposition of securities held by VOF GP Delaware. Capital I, in its capacity as the general partner of GP I, has the ability to direct the management of GP I’s business, including the power to direct the decisions of GP I regarding the vote and disposition of securities held by Fund IV Delaware, Fund III, Fund IIIA and VOF Holdings. Holdings I, in its
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