Filing Details
- Accession Number:
- 0000950142-20-000472
- Form Type:
- 13G Filing
- Publication Date:
- 2020-02-13 19:02:36
- Filed By:
- Oaktree Capital Management
- Company:
- Acres Commercial Realty Corp. (NYSE:ACR)
- Filing Date:
- 2020-02-14
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Oaktree Real Estate Debt Holdings, Ltd | 1,347,120 | 0 | 1,347,120 | 0 | 1,347,120 | 3.7% |
Oaktree Real Estate Debt Holdings II, Ltd | 1,229,199 | 0 | 1,229,199 | 0 | 1,229,199 | 3.4% |
Investin Pro RED Holdings | 260,344 | 0 | 260,344 | 0 | 260,344 | 0.7% |
Oaktree (Lux.) III - Oaktree Global Credit Fund | 345,569 | 0 | 345,569 | 0 | 345,569 | 1.0% |
Oaktree Global Credit Holdings (Delaware) | 472,504 | 0 | 472,504 | 0 | 472,504 | 1.37% |
Oaktree Global Credit Fund GP | 260,344 | 0 | 260,344 | 0 | 260,344 | 0.7% |
Oaktree Global Credit Fund GP Ltd | 260,344 | 0 | 260,344 | 0 | 260,344 | 0.7% |
Oaktree Capital Management | 3,124,298 | 0 | 3,124,298 | 0 | 3,124,298 | 9.8% |
Oaktree-TSE | 359,418 | 0 | 359,418 | 0 | 359,418 | 1.0% |
Oaktree Fund GP IIA | 359,418 | 0 | 359,418 | 0 | 359,418 | 1.0% |
Oaktree Fund GP II | 359,418 | 0 | 359,418 | 0 | 359,418 | 1.0% |
Oaktree Capital II | 359,418 | 0 | 359,418 | 0 | 359,418 | 1.0% |
Oaktree Structured Credit Income Fund Holdings (Delaware) | 236,170 | 0 | 236,170 | 0 | 236,170 | 0.7% |
Oaktree Structured Credit Income Fund GP | 236,170 | 0 | 236,170 | 0 | 236,170 | 0.7% |
Oaktree Structured Credit Income Fund GP Ltd | 236,170 | 0 | 236,170 | 0 | 236,170 | 0.7% |
Oaktree GC Super Fund | 122,920 | 0 | 122,920 | 0 | 122,920 | 0.3% |
Oaktree GC Super Fund GP | 122,920 | 0 | 122,920 | 0 | 122,920 | 0.3% |
Oaktree Fund GP | 122,920 | 0 | 122,920 | 0 | 122,920 | 0.3% |
Oaktree Fund GP I | 359,090 | 0 | 359,090 | 0 | 359,090 | 1.0% |
Oaktree Capital I | 359,090 | 0 | 359,090 | 0 | 359,090 | 1.0% |
OCM Holdings I | 359,090 | 0 | 359,090 | 0 | 359,090 | 1.0% |
Oaktree Holdings | 359,090 | 0 | 359,090 | 0 | 359,090 | 1.0% |
Oaktree Capital Management GP | 3,124,298 | 0 | 3,124,298 | 0 | 3,124,298 | 9.8% |
Atlas OCM Holdings | 3,124,298 | 0 | 3,124,298 | 0 | 3,124,298 | 9.8% |
Oaktree Capital Group | 359,090 | 0 | 359,090 | 0 | 359,090 | 1.0% |
Oaktree Capital Group Holdings GP | 3,124,298 | 0 | 3,124,298 | 0 | 3,124,298 | 9.8% |
Brookfield Asset Management Inc | 3,124,298 | 0 | 3,124,298 | 0 | 3,124,298 | 9.8% |
Partners Limited | 3,124,298 | 0 | 3,124,298 | 0 | 3,124,298 | 9.8% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
(Amendment No. 4)*
Exantas Capital Corp. |
(Name of Issuer) |
|
Common Stock |
(Title of Class of Securities) |
|
76120W708 |
(CUSIP Number) |
|
December 31, 2019 |
(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) |
☒ | Rule 13d-1(c) |
☐ | 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 the disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. 76120W708 | SCHEDULE 13G | Page 2 of 39 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Real Estate Debt Holdings, Ltd. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
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 1,347,120 (1) |
6 | SHARED VOTING POWER 0 | |
7 | SOLE DISPOSITIVE POWER 1,347,120 (1) | |
8 | SHARED DISPOSITIVE POWER 0 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,347,120 (1) | |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.7% (2) | |
12 | TYPE OF REPORTING PERSON OO | |
(1) | Represents the number of shares of common stock, par value $0.001 per share (the “Shares”) of the Issuer that is issuable upon
conversion of $16,439,000 principal amount of the Issuer’s 4.50% Convertible Senior Notes due 2022 (the “4.50% Notes”) held by the Reporting Person, at a conversion rate for 4.50%
Notes of 81.9466 Shares per $1,000 principal amount of 4.50% Notes. |
| |
(2) | Calculations of percentage ownership in this Schedule 13G/A below the Ownership Cap (as defined below) are based on an aggregate of 37,169,919 shares of common stock, par value $0.01 per share
(the “Shares”) of the Issuer, consisting of (i) 31,880,594 Shares outstanding as of November 4, 2019, as reported by the Issuer on its Quarterly Report on Form 10-Q filed with the
United States Securities Exchange Commission (the “SEC”) on November 6, 2019 (the “Form 10-Q”) and (ii) 5,289,325 Shares
issuable upon conversion of all of the 4.50% Notes (the “Notes”) held by the Reporting Persons at the current conversion
rate for such Notes. The Third Supplemental Indenture, dated as of August 16, 2017, governing the 4.50% Notes, supplementing the Indenture, dated as of October 21, 2013, between the Issuer and Wells Fargo Bank, National Association, as
Trustee (such documents together, the “Notes Documents”), provide that no person may beneficially own or constructively own more than 9.8%, in value or in number of shares, whichever
is more restrictive, of the outstanding shares of any class or series of the Issuer’s capital stock, including the Shares, and that conversion of Notes for Shares is not allowed to the extent that receipt of such Shares would cause such
person and its affiliates to exceed the ownership limit contained in the articles of incorporation of the Issuer (the “Charter”), which restricts ownership to 9.8% in value or in
number of shares, whichever is more restrictive, of the outstanding shares of any class or series of stock of the Issuer excluding any outstanding shares of stock not treated as outstanding for federal income tax purposes (such limits under
the Notes Documents and the Charter, the “Ownership Cap”). Accordingly, the Reporting Persons do not beneficially own, and are not reporting herein, Shares that, as a result of the
Ownership Cap, the Reporting Persons do not have the right to acquire upon conversion of the Notes they hold. Calculations of percentage ownership in this Schedule 13G/A which reflect the limitation of the Ownership Cap are based on the
Shares outstanding shown in the Form 10-Q above. Statements of Shares received upon conversion of Notes by one or more Reporting Persons do not take into account Shares received upon any other conversions of Notes by other Reporting Persons. |
CUSIP No. 76120W708 | SCHEDULE 13G | Page 3 of 39 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Real Estate Debt Holdings II, Ltd. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
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 1,229,199 (1) |
6 | SHARED VOTING POWER 0 | |
7 | SOLE DISPOSITIVE POWER 1,229,199 (1) | |
8 | SHARED DISPOSITIVE POWER 0 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,229,199 (1) | |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.4% | |
12 | TYPE OF REPORTING PERSON OO | |
(1) | Represents the number of Shares of the Issuer that is issuable upon conversion of $15,000,000 principal amount of 4.50% Notes held by the Reporting Person, at the initial conversion rate for
4.50% Notes of 81.9466 Shares per $1,000 principal amount of 4.50% Notes. |
CUSIP No. 76120W708 | SCHEDULE 13G | Page 4 of 39 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Investin Pro RED Holdings, LLC | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
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 260,344 (1) |
6 | SHARED VOTING POWER 0 | |
7 | SOLE DISPOSITIVE POWER 260,344 (1) | |
8 | SHARED DISPOSITIVE POWER 0 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 260,344 (1) | |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.7% | |
12 | TYPE OF REPORTING PERSON OO | |
(1) | Represents the number of Shares of the Issuer that is issuable upon conversion of $3,177,000 principal amount of 4.50% Notes held by the Reporting Person, at the initial conversion rate for 4.50%
Notes of 81.9466 Shares per $1,000 principal amount of 4.50% Notes. |
CUSIP No. 76120W708 | SCHEDULE 13G | Page 5 of 39 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree (Lux.) III - Oaktree Global Credit Fund | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
3 | SEC USE ONLY | |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 345,569 (1) |
6 | SHARED VOTING POWER 0 | |
7 | SOLE DISPOSITIVE POWER 345,569 (1) | |
8 | SHARED DISPOSITIVE POWER 0 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 345,569 (1) | |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.0% | |
12 | TYPE OF REPORTING PERSON | |
(1) | Represents the number of Shares of the Issuer that is issuable upon conversion of $4,217,000 principal amount of 4.50% Notes held by the Reporting Person, at the initial conversion rate
for 4.50% Notes of 81.9466 Shares per $1,000 principal amount of 4.50% Notes. |
CUSIP No. 76120W708 | SCHEDULE 13G | Page 6 of 39 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Global Credit Holdings (Delaware), L.P. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
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 472,504 (1) |
6 | SHARED VOTING POWER 0 | |
7 | SOLE DISPOSITIVE POWER 472,504 (1) | |
8 | SHARED DISPOSITIVE POWER 0 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 472,504 (1) | |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.37% | |
12 | TYPE OF REPORTING PERSON PN | |
(1) | Represents the number of Shares of the Issuer that is issuable upon conversion of $5,766,000 principal amount of 4.50% Notes held by the Reporting Person, at the initial conversion rate
for 4.50% Notes of 81.9466 Shares per $1,000 principal amount of 4.50% Notes. |
CUSIP No. 76120W708 | SCHEDULE 13G | Page 7 of 39 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Global Credit Fund GP, L.P. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
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 260,344 (1) |
6 | SHARED VOTING POWER 0 | |
7 | SOLE DISPOSITIVE POWER 260,344 (1) | |
8 | SHARED DISPOSITIVE POWER 0 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 260,344 (1) | |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.7% | |
12 | TYPE OF REPORTING PERSON PN | |
(1) | Solely in its capacity as the general partner of Oaktree Global Credit Holdings (Delaware), L.P. |
CUSIP No. 76120W708 | SCHEDULE 13G | Page 8 of 39 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Global Credit Fund GP Ltd. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
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 260,344 (1) |
6 | SHARED VOTING POWER 0 | |
7 | SOLE DISPOSITIVE POWER 260,344 (1) | |
8 | SHARED DISPOSITIVE POWER 0 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 260,344 (1) | |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.7% | |
12 | TYPE OF REPORTING PERSON OO | |
(1) | Solely in its capacity as the general partner of Oaktree Global Credit Fund GP, L.P. |
CUSIP No. 76120W708 | SCHEDULE 13G | Page 9 of 39 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Capital Management, L.P. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
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 3,124,298 (1) |
6 | SHARED VOTING POWER 0 | |
7 | SOLE DISPOSITIVE POWER 3,124,298 (1) | |
8 | SHARED DISPOSITIVE POWER 0 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,124,298 (1) | |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.8% | |
12 | TYPE OF REPORTING PERSON PN | |
(1) | Solely in its capacity as the director of Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd. and Oaktree Global Credit Fund GP Ltd., as the manager
of Investin Pro RED Holdings, LLC and Oaktree (Lux.) III - Oaktree Global Credit Fund and as the duly appointed investment manager of certain funds and accounts (the “Managed
Entities”) that, in the aggregate, are the direct owners of $38,126,026 principal amount of 4.50% Notes, which would result in the issuance of 3,124,298 Shares, giving effect to the Ownership Cap. |
CUSIP No. 76120W708 | SCHEDULE 13G | Page 10 of 39 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree-TSE 16 Real Estate Debt, LLC | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
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 359,418 (1) |
6 | SHARED VOTING POWER 0 | |
7 | SOLE DISPOSITIVE POWER 359,418 (1) | |
8 | SHARED DISPOSITIVE POWER 0 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 359,418 (1) | |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.0% | |
12 | TYPE OF REPORTING PERSON OO | |
(1) | Represents the number of Shares of the Issuer that is issuable upon conversion of $4,386,000 principal amount of 4.50% Notes held by the Reporting Person, at the initial conversion rate for
4.50% Notes of 81.9466 Shares per $1,000 principal amount of 4.50% Notes. |
CUSIP No. 76120W708 | SCHEDULE 13G | Page 11 of 39 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Fund GP IIA, LLC | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
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 359,418 (1) |
6 | SHARED VOTING POWER 0 | |
7 | SOLE DISPOSITIVE POWER 359,418 (1) | |
8 | SHARED DISPOSITIVE POWER 0 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 359,418 (1) | |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.0% | |
12 | TYPE OF REPORTING PERSON OO | |
(1) | Solely in its capacity as the manager of Oaktree-TSE 16 Real Estate Debt, LLC. |
CUSIP No. 76120W708 | SCHEDULE 13G | Page 12 of 39 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Fund GP II, L.P. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
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 359,418 (1) |
6 | SHARED VOTING POWER 0 | |
7 | SOLE DISPOSITIVE POWER 359,418 (1) | |
8 | SHARED DISPOSITIVE POWER 0 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 359,418 (1) | |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.0% | |
12 | TYPE OF REPORTING PERSON PN | |
(1) | Solely in its capacity as the managing member of Oaktree Fund GP IIA, LLC. |
CUSIP No. 76120W708 | SCHEDULE 13G | Page 13 of 39 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Capital II, L.P. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
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 359,418 (1) |
6 | SHARED VOTING POWER 0 | |
7 | SOLE DISPOSITIVE POWER 359,418 (1) | |
8 | SHARED DISPOSITIVE POWER 0 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 359,418 (1) | |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.0% | |
12 | TYPE OF REPORTING PERSON PN | |
(1) | Solely in its capacity as the general partner of Oaktree Fund GP II, L.P. |
CUSIP No. 76120W708 | SCHEDULE 13G | Page 14 of 39 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Structured Credit Income Fund Holdings (Delaware), L.P. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
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 236,170 (1) |
6 | SHARED VOTING POWER 0 | |
7 | SOLE DISPOSITIVE POWER 236,170 (1) | |
8 | SHARED DISPOSITIVE POWER 0 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 236,170 (1) | |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.7% | |
12 | TYPE OF REPORTING PERSON PN | |
(1) | Represents the number of Shares of the Issuer that is issuable upon conversion of $2,882,000 principal amount of 4.50% Notes held by the Reporting Person, at the initial conversion rate for
4.50% Notes of 81.9466 Shares per $1,000 principal amount of 4.50% Notes. |
CUSIP No. 76120W708 | SCHEDULE 13G | Page 15 of 39 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Structured Credit Income Fund GP, L.P. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
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 236,170 (1) |
6 | SHARED VOTING POWER 0 | |
7 | SOLE DISPOSITIVE POWER 236,170 (1) | |
8 | SHARED DISPOSITIVE POWER 0 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 236,170 (1) | |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.7% | |
12 | TYPE OF REPORTING PERSON PN | |
(1) | Solely in its capacity as the general partner of Oaktree Structured Credit Income Fund Holdings (Delaware), L.P. |
CUSIP No. 76120W708 | SCHEDULE 13G | Page 16 of 39 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Structured Credit Income Fund GP Ltd. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
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 236,170 (1) |
6 | SHARED VOTING POWER 0 | |
7 | SOLE DISPOSITIVE POWER 236,170 (1) | |
8 | SHARED DISPOSITIVE POWER 0 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 236,170 (1) | |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.7% | |
12 | TYPE OF REPORTING PERSON OO | |
(1) | Solely in its capacity as the general partner of Oaktree Structured Credit Income Fund GP, L.P. |
CUSIP No. 76120W708 | SCHEDULE 13G | Page 17 of 39 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree GC Super Fund, L.P. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
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 122,920 (1) |
6 | SHARED VOTING POWER 0 | |
7 | SOLE DISPOSITIVE POWER 122,920 (1) | |
8 | SHARED DISPOSITIVE POWER 0 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 122,920 (1) | |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.3% | |
12 | TYPE OF REPORTING PERSON PN | |
(1) | Represents the number of Shares of the Issuer that is issuable upon conversion of $1,500,000 principal amount of 4.50% Notes held by the Reporting Person, at the initial conversion rate
for 4.50% Notes of 81.9466 Shares per $1,000 principal amount of 4.50% Notes. |
CUSIP No. 76120W708 | SCHEDULE 13G | Page 18 of 39 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree GC Super Fund GP, L.P. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
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 122,920 (1) |
6 | SHARED VOTING POWER 0 | |
7 | SOLE DISPOSITIVE POWER 122,920 (1) | |
8 | SHARED DISPOSITIVE POWER 0 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 122,920 (1) | |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.3% | |
12 | TYPE OF REPORTING PERSON PN | |
(1) | Solely in its capacity as the general partner of Oaktree GC Super Fund, L.P. |
CUSIP No. 76120W708 | SCHEDULE 13G | Page 19 of 39 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Fund GP, LLC | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
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 122,920 (1) |
6 | SHARED VOTING POWER 0 | |
7 | SOLE DISPOSITIVE POWER 122,920 (1) | |
8 | SHARED DISPOSITIVE POWER 0 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 122,920 (1) | |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.3% | |
12 | TYPE OF REPORTING PERSON OO | |
(1) | Solely in its capacity as the general partner of Oaktree GC Super Fund GP, L.P. |
CUSIP No. 76120W708 | SCHEDULE 13G | Page 20 of 39 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Fund GP I, L.P. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
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 359,090 (1) |
6 | SHARED VOTING POWER 0 | |
7 | SOLE DISPOSITIVE POWER 359,090 (1) | |
8 | SHARED DISPOSITIVE POWER 0 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 359,090 (1) | |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.0% | |
12 | TYPE OF REPORTING PERSON PN | |
(1) | Solely in its capacity as the sole shareholder of Oaktree Structured Credit Income Fund GP Ltd. and the managing member of Oaktree Fund GP, LLC. |
CUSIP No. 76120W708 | SCHEDULE 13G | Page 21 of 39 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Capital I, L.P. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
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 359,090 (1) |
6 | SHARED VOTING POWER 0 | |
7 | SOLE DISPOSITIVE POWER 359,090 (1) | |
8 | SHARED DISPOSITIVE POWER 0 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 359,090 (1) | |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.0% | |
12 | TYPE OF REPORTING PERSON PN | |
(1) | Solely in its capacity as the general partner of Oaktree Fund GP I, L.P. |
CUSIP No. 76120W708 | SCHEDULE 13G | Page 22 of 39 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON OCM Holdings I, LLC | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
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 359,090 (1) |
6 | SHARED VOTING POWER 0 | |
7 | SOLE DISPOSITIVE POWER 359,090 (1) | |
8 | SHARED DISPOSITIVE POWER 0 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 359,090 (1) | |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.0% | |
12 | TYPE OF REPORTING PERSON OO | |
(1) | Solely in its capacity as the general partner of Oaktree Capital I, L.P. |
CUSIP No. 76120W708 | SCHEDULE 13G | Page 23 of 39 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Holdings, LLC | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
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 359,090 (1) |
6 | SHARED VOTING POWER 0 | |
7 | SOLE DISPOSITIVE POWER 359,090 (1) | |
8 | SHARED DISPOSITIVE POWER 0 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 359,090 (1) | |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.0% | |
12 | TYPE OF REPORTING PERSON OO | |
(1) | Solely in its capacity as the managing member of OCM Holdings I, LLC. |
CUSIP No. 76120W708 | SCHEDULE 13G | Page 24 of 39 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Capital Management GP, LLC | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
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 3,124,298 (1) |
6 | SHARED VOTING POWER 0 | |
7 | SOLE DISPOSITIVE POWER 3,124,298 (1) | |
8 | SHARED DISPOSITIVE POWER 0 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,124,298 (1) | |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.8% | |
12 | TYPE OF REPORTING PERSON OO | |
(1) | Solely in its capacity as the general partner of Oaktree Capital Management, L.P. |
CUSIP No. 76120W708 | SCHEDULE 13G | Page 25 of 39 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Atlas OCM Holdings LLC | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
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 3,124,298 (1) |
6 | SHARED VOTING POWER 0 | |
7 | SOLE DISPOSITIVE POWER 3,124,298 (1) | |
8 | SHARED DISPOSITIVE POWER 0 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,124,298 (1) | |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.8% | |
12 | TYPE OF REPORTING PERSON OO | |
(1) | Solely in its capacity as the sole managing member of Oaktree Capital Management GP, LLC. |
CUSIP No. 76120W708 | SCHEDULE 13G | Page 26 of 39 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Capital Group, LLC | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
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 359,090 (1) |
6 | SHARED VOTING POWER 0 | |
7 | SOLE DISPOSITIVE POWER 359,090 (1) | |
8 | SHARED DISPOSITIVE POWER 0 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 359,090 (1) | |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.0% | |
12 | TYPE OF REPORTING PERSON OO | |
(1) | Solely in its capacity as the managing member of Oaktree Holdings, LLC. |
CUSIP No. 76120W708 | SCHEDULE 13G | Page 27 of 39 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Capital Group Holdings GP, LLC | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
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 3,124,298 (1) |
6 | SHARED VOTING POWER 0 | |
7 | SOLE DISPOSITIVE POWER 3,124,298 (1) | |
8 | SHARED DISPOSITIVE POWER 0 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,124,298 (1) | |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.8% | |
12 | TYPE OF REPORTING PERSON OO | |
(1) | Solely in its capacity as the indirect owner of the class B units of each of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC. |
CUSIP No. 76120W708 | SCHEDULE 13G | Page 28 of 39 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Brookfield Asset Management Inc. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
3 | SEC USE ONLY | |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Ontario, Canada | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 3,124,298 (1) |
6 | SHARED VOTING POWER 0 | |
7 | SOLE DISPOSITIVE POWER 3,124,298 (1) | |
8 | SHARED DISPOSITIVE POWER 0 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,124,298 (1) | |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.8% | |
12 | TYPE OF REPORTING PERSON HC | |
(1) | Solely in its capacity as the indirect owner of the class A units of each of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC. |
CUSIP No. 76120W708 | SCHEDULE 13G | Page 29 of 39 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Partners Limited | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
3 | SEC USE ONLY | |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Ontario, Canada | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 3,124,298 (1) |
6 | SHARED VOTING POWER 0 | |
7 | SOLE DISPOSITIVE POWER 3,124,298 (1) | |
8 | SHARED DISPOSITIVE POWER 0 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,124,298 (1) | |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.8% | |
12 | TYPE OF REPORTING PERSON HC | |
(1) | Solely in its capacity as the sole owner Class B Limited Voting Shares of Brookfield Asset Management, Inc. |
CUSIP No. 76120W708 | SCHEDULE 13G | Page 30 of 39 |
ITEM 1. | (a) | NAME OF ISSUER: Exantas Capital Corp. |
| | |
| (b) | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: 712 Fifth Avenue, 12th Floor, New York, NY 10019 |
| ||
ITEM 2. | (a)-(c) | NAME OF PERSON FILING; ADDRESS OF PRINCIPAL BUSINESS OFFICE; AND CITIZENSHIP. This Schedule 13G/A is filed jointly by each of the following persons (collectively, the “Reporting Persons”) pursuant to a joint filing agreement attached hereto as Exhibit 1: |
| | |
| (1) | Oaktree Real Estate Debt Holdings, Ltd., a Cayman Islands exempted company, in its capacity as the direct holder of $16,439,000 principal amount of
4.50% Notes, which is convertible into 1,347,120 Shares at a conversion rate for 4.50% Notes of 81.9466 Shares per $1,000 principal amount of 4.50% Notes. |
| | |
| (2) | Oaktree Real Estate Debt Holdings II, Ltd., a Cayman Islands exempted company, in its capacity as the direct holder of $15,000,000 principal amount
of 4.50% Notes, which is convertible into 1,229,199 Shares at a conversion rate for 4.50% Notes of 81.9466 Shares per $1,000 principal amount of 4.50% Notes. |
| | |
| (3) | Investin Pro RED Holdings, LLC, a Delaware limited liability company, in its capacity as the direct holder of $3,177,000 principal amount of 4.50%
Notes, which is convertible into 260,344 Shares at a conversion rate for 4.50% Notes of 81.9466 Shares per $1,000 principal amount of 4.50% Notes. |
| | |
| (4) | Oaktree (Lux.) III - Oaktree Global Credit Fund, a Luxembourg fund, in its capacity as the direct holder of $4,217,000 principal amount of 4.50%
Notes, which is convertible into 345,569 Shares at a conversion rate for 4.50% Notes of 81.9466 Shares per $1,000 principal amount of 4.50% Notes |
| | |
| (5) | Oaktree Global Credit Holdings (Delaware), L.P., a Delaware limited partnership, in its capacity as the direct holder of $5,766,000 principal amount
of 4.50% Notes, which is convertible into 472,504 Shares at a conversion rate for 4.50% Notes of 81.9466 Shares per $1,000 principal amount of 4.50% Notes |
| | |
| (6) | Oaktree Global Credit Fund GP, L.P., a Delaware limited partnership, in its capacity as the general partner of Oaktree Global Credit Holdings
(Delaware), L.P. |
| | |
| (7) | Oaktree Global Credit Fund GP Ltd., a Delaware corporation, in its capacity as the general partner of Oaktree Global Credit Fund GP, L.P. |
| | |
| (8) | Oaktree Capital Management, L.P., a Delaware limited partnership, in its capacity as the director of Oaktree Real Estate Debt Holdings, Ltd.,
Oaktree Real Estate Debt Holdings II, Ltd. and Oaktree Global Credit Fund GP Ltd., as the manager of Investin Pro RED Holdings, LLC and Oaktree (Lux.) III - Oaktree Global Credit Fund and as the duly appointed investment manager of the
Managed Entities that, in the aggregate, are the direct owners of $38,126,026 principal amount of 4.50% Notes, which would result in the issuance of 3,124,298 Shares, giving effect to the Ownership Cap. |
| | |
| (9) | Oaktree-TSE 16 Real Estate Debt, LLC, a Delaware limited liability company, in its capacity as the direct holder of $4,386,000 principal amount of
4.50% Notes, which is convertible into 359,418 Shares at a conversion rate for 4.50% Notes of 81.9466 Shares per $1,000 principal amount of 4.50% Notes. |
| | |
| (10) | Oaktree Fund GP IIA, LLC, a Delaware limited liability company, in its capacity as the manager of Oaktree-TSE 16 Real Estate Debt, LLC. |
| | |
CUSIP No. 76120W708 | SCHEDULE 13G | Page 31 of 39 |
| (11) | Oaktree Fund GP II, L.P., a Delaware limited partnership, in its capacity as the managing member of Oaktree Fund GP IIA, LLC. |
| | |
| (12) | Oaktree Capital II, L.P., a Delaware limited partnership, in its capacity as the general partner of Oaktree Fund GP II, L.P. |
| | |
| (13) | Oaktree Structured Credit Income Fund Holdings (Delaware), L.P., a Delaware limited liability company, in its capacity as the direct holder of
$2,882,000 principal amount of 4.50% Notes, which is convertible into 236,170 Shares at a conversion rate for 4.50% Notes of 81.9466 Shares per $1,000 principal amount of 4.50% Notes. |
| | |
| (14) | Oaktree Structured Credit Income Fund GP, L.P., a Cayman Islands limited partnership, in its capacity as the general partner of Oaktree Structured
Credit Income Fund Holdings (Delaware), L.P. |
| | |
| (15) | Oaktree Structured Credit Income Fund GP Ltd., a Cayman Islands exempted company, in its capacity as the general partner of Oaktree Structured
Credit Income Fund GP, L.P. |
| | |
| (16) | Oaktree GC Super Fund, L.P., a Delaware limited partnership, in its capacity as the direct holder of $1,500,000 principal amount of 4.50% Notes,
which is convertible into 122,920 Shares at a conversion rate for 4.50% Notes of 81.9466 Shares per $1,000 principal amount of 4.50% Notes. |
| | |
| (17) | Oaktree GC Super Fund GP, L.P., a Delaware limited partnership, in its capacity as the general partner of Oaktree GC Super Fund, L.P. |
| | |
| (18) | Oaktree Fund GP, LLC, a Delaware limited liability company, in its capacity as the general partner of Oaktree GC Super Fund GP, L.P.; |
| | |
| (19) | Oaktree Fund GP I, L.P., a Delaware limited partnership, in its capacity as the sole shareholder of Oaktree Structured Credit Income Fund GP Ltd.
and the managing member of Oaktree Fund GP, LLC. |
| | |
| (20) | Oaktree Capital I, L.P., a Delaware limited partnership, in its capacity as the general partner of Oaktree Fund GP I, L.P. |
| | |
| (21) | OCM Holdings I, LLC, a Delaware limited liability company, in its capacity as the general partner of Oaktree Capital I, L.P. |
| | |
| (22) | Oaktree Holdings, LLC, a Delaware limited liability company, in its capacity as the managing member of OCM Holdings I, LLC. |
| | |
| (23) | Oaktree Capital Management GP, LLC, a Delaware limited liability company, in its capacity as the general partner of Oaktree Capital Management, L.P. |
| | |
| (24) | Atlas OCM Holdings LLC, a Delaware limited liability company, in its capacity as the sole managing member of Oaktree Capital Management GP, LLC; |
| | |
| (25) | Oaktree Capital Group, LLC, a Delaware limited liability company, in its capacity as the managing member of Oaktree Holdings, LLC. |
| | |
| (26) | Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company, in its capacity as the indirect owner of the class B units of each of
OCG and Atlas; |
| | |
| (27) | Brookfield Asset Management Inc., a Canadian corporation, in its capacity as the indirect owner of the class A units of each of OCG and Atlas. |
| | |
| (28) | Partners Limited, a Canadian corporation, in its capacity as the sole owner of Class B Limited Voting
Shares of Brookfield Asset Management Inc. |
| The principal business address of each of the Reporting Persons is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071. |
| (d) | TITLE OF CLASS OF SECURITIES: Common Stock, $0.001 par value per share (the “Shares”) |
| | |
| (e) | CUSIP NUMBER: 76120W708 |
CUSIP No. 76120W708 | SCHEDULE 13G | Page 32 of 39 |
ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: |
| |
Not applicable. | |
| |
ITEM 4. | OWNERSHIP |
The responses of the Reporting Persons to Rows 5-9 and 11 in each of their respective cover pages to this Schedule 13G/A are incorporated herein by reference. Oaktree Real Estate Debt Holdings, Ltd. holds $16,439,000 principal amount of 4.50% Notes, which is convertible into 1,302,111 Shares at a conversion rate for 4.50% Notes of 81.9466 Shares per $1,000 principal amount of 4.50% Notes
(representing approximately 3.7% of outstanding Shares). Oaktree Real Estate Debt Holdings II, Ltd. holds $15,000,000 principal amount of 4.50% Notes, which is convertible into 1,188,130 Shares at a conversion rate for 4.50% Notes of 81.9466 Shares per $1,000 principal amount of 4.50% Notes
(representing approximately 3.4% of outstanding Shares). Investin Pro RED Holdings, LLC holds $3,177,000 principal amount of 4.50% Notes, which is convertible into 251,646 Shares at a conversion rate for 4.50% Notes of 81.9466 Shares per $1,000 principal amount of 4.50% Notes (representing
approximately 0.7% of outstanding Shares). Oaktree (Lux.) III - Oaktree Global Credit Fund holds $4,217,000 principal amount of 4.50% Notes, which is convertible into 345,569 Shares at a conversion rate for 4.50% Notes of 81.9466 Shares per $1,000 principal amount of 4.50% Notes
(representing approximately 1.0% of outstanding Shares). Oaktree Global Credit Holdings (Delaware), L.P. holds $5,766,000 principal amount of 4.50% Notes, which is convertible into 472,504 Shares at a conversion rate for 4.50% Notes of 81.9466 Shares per $1,000 principal amount of 4.50% Notes
(representing approximately 1.3% of outstanding Shares). Oaktree Global Credit Fund GP, L.P., in its capacity as the general partner of Oaktree Global Credit Holdings (Delaware), L.P. has the ability to direct the business of Oaktree Global Credit Holdings (Delaware), L.P., including with regard
to the voting and disposition of securities held by Oaktree Global Credit Holdings (Delaware), L.P.; therefore, Oaktree Global Credit Fund GP, L.P. may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by
Oaktree Global Credit Holdings (Delaware), L.P. Oaktree Global Credit Fund GP Ltd., in its capacity as the general partner of Oaktree Global Credit Fund GP, L.P. has the ability to direct the business of Oaktree Global Credit Fund GP, L.P., including with regard to the voting and
disposition of securities held by Oaktree Global Credit Holdings (Delaware), L.P.; therefore, Oaktree Global Credit Fund GP Ltd. may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree Global Credit
Holdings (Delaware), L.P. Oaktree Capital Management, L.P., in its capacity as the director of Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd. and Oaktree Global Credit Fund GP Ltd., as the manager of Investin Pro RED
Holdings, LLC and Oaktree (Lux.) III - Oaktree Global Credit Fund and as the duly appointed investment manager of the Managed Funds, has the ability to direct the management of the business of Oaktree Real Estate Debt Holdings, Ltd.,
Oaktree Real Estate Debt Holdings II, Ltd., Oaktree Global Credit Fund GP Ltd., Investin Pro RED Holdings, LLC, Oaktree (Lux.) III - Oaktree Global Credit Fund and the Managed Funds, respectively, including the power to vote and dispose
of securities held by them; therefore, Oaktree Capital Management, L.P. may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings
II, Ltd., Oaktree Global Credit Holdings (Delaware), L.P., Investin Pro RED Holdings, LLC, Oaktree (Lux.) III - Oaktree Global Credit Fund and the Managed Funds. Oaktree-TSE 16 Real Estate Debt, LLC holds $4,386,000 principal amount of 4.50% Notes, which is convertible into 359,418 Shares at a conversion rate for 4.50% Notes of 81.9466 Shares per $1,000 principal amount of 4.50% Notes
(representing approximately 1.0% of outstanding Shares). |
CUSIP No. 76120W708 | SCHEDULE 13G | Page 33 of 39 |
Oaktree Fund GP IIA, LLC, in its capacity as the manager of Oaktree-TSE 16 Real Estate Debt, LLC, has the ability to direct the management of the
business of Oaktree-TSE 16 Real Estate Debt, LLC, including the power to vote and dispose of securities held by it; therefore, Oaktree Fund GP IIA, LLC may be deemed to beneficially own the Shares issuable upon conversion of the Notes held
by Oaktree-TSE 16 Real Estate Debt, LLC. Oaktree Fund GP II, L.P., in its capacity as the managing member of Oaktree Fund GP IIA, LLC, has the ability to direct the management of the
business of Oaktree Fund GP IIA, LLC, including with regard to the voting and disposition of securities held by Oaktree-TSE 16 Real Estate Debt, LLC; therefore, Oaktree Fund GP II, L.P. may be deemed to beneficially own the Shares issuable
upon conversion of the Notes held by Oaktree-TSE 16 Real Estate Debt, LLC. Oaktree Capital II, L.P., in its capacity as the general partner of Oaktree Fund GP II, L.P., has the ability to direct the business of Oaktree Fund
GP II, L.P., including with regard to the voting and disposition of securities held by Oaktree-TSE 16 Real Estate Debt, LLC; therefore, Oaktree Capital II, L.P. may be deemed to beneficially own the Shares issuable upon conversion of the
Notes held by Oaktree-TSE 16 Real Estate Debt, LLC. Oaktree Structured Credit Income Fund Holdings (Delaware), L.P. holds $2,882,000 principal amount of 4.50% Notes, which is convertible into 236,170
Shares at a conversion rate for 4.50% Notes of 81.9466 Shares per $1,000 principal amount of 4.50% Notes (representing approximately 0.7% of outstanding Shares). Oaktree Structured Credit Income Fund GP, L.P., in its capacity as the general partner of Oaktree Structured Credit Income Fund Holdings (Delaware),
L.P., has the ability to direct the management of the business of Oaktree Structured Credit Income Fund Holdings (Delaware), L.P., including the power to direct the decisions of Oaktree Structured Credit Income Fund Holdings (Delaware),
L.P. regarding the vote and disposition of securities held by Oaktree Structured Credit Income Fund Holdings (Delaware), L.P.; therefore, Oaktree Structured Credit Income Fund GP, L.P. may be deemed to have indirect beneficial ownership of
the Shares held by Oaktree Structured Credit Income Fund Holdings (Delaware), L.P. Oaktree Structured Credit Income Fund GP Ltd., in its capacity as the general partner of Oaktree Structured Credit Income Fund GP, L.P., has the
ability to direct the management of the business of Oaktree Structured Credit Income Fund GP, L.P., including the power to direct the decisions of Oaktree Structured Credit Income Fund GP, L.P. regarding the vote and disposition of
securities held by Oaktree Structured Credit Income Fund Holdings (Delaware), L.P.; therefore, Oaktree Structured Credit Income Fund GP Ltd. may be deemed to have indirect beneficial ownership of the Shares held by Oaktree Structured Credit
Income Fund Holdings (Delaware), L.P. Oaktree GC Super Fund, L.P. holds $1,500,000 principal amount of 4.50% Notes, which is convertible into 122,920 Shares at a conversion rate for
4.50% Notes of 81.9466 Shares per $1,000 principal amount of 4.50% Notes (representing approximately 0.3% of outstanding Shares). Oaktree GC Super Fund GP, L.P., in its capacity as the general partner of Oaktree GC Super Fund, L.P., has the ability to direct the business of
Oaktree GC Super Fund, L.P., including with regard to the voting and disposition of securities held by Oaktree GC Super Fund, L.P.; therefore, Oaktree GC Super Fund GP, L.P. may be deemed to beneficially own the Shares issuable upon
conversion of the Notes held Oaktree GC Super Fund, L.P. Oaktree Fund GP, LLC, in its capacity as the general partner of Oaktree GC Super Fund GP, L.P., has the ability to direct the management of the
business of Oaktree GC Super Fund GP, L.P., including the power to vote and dispose of securities held by Oaktree GC Super Fund GP, L.P.; therefore, Oaktree Fund GP, LLC may be deemed to beneficially own the Shares issuable upon conversion
of the Notes held by Oaktree GC Super Fund, L.P. Oaktree Fund GP I, L.P., in its capacity as the sole shareholder of Oaktree Structured Credit Income Fund GP Ltd. and the managing member of Oaktree Fund GP, LLC., has the ability to direct
the management of Oaktree Fund GP, LLC’s and Oaktree Structured Credit Income Fund GP Ltd.’s business, including the power to direct the decisions of Oaktree Fund GP, LLC and Oaktree Structured Credit Income Fund GP Ltd. regarding the
vote and disposition of securities held by Oaktree GC Super Fund, L.P. and Oaktree Structured Credit Income Fund Holdings (Delaware), L.P.; therefore, Oaktree Fund GP I, L.P. may be deemed to have indirect beneficial ownership of the
Shares held by Oaktree GC Super Fund, L.P. and Oaktree Structured Credit Income Fund Holdings (Delaware), L.P. Oaktree Capital I, L.P. in its capacity as the general partner of Oaktree Fund GP I, L.P., has the ability to direct the management of Oaktree Fund
GP I, L.P. including the power to direct the decisions of Oaktree Fund GP I, L.P. regarding the vote and disposition of securities held by Oaktree GC Super Fund, L.P. and Oaktree Structured Credit Income Fund Holdings (Delaware), L.P.;
therefore, Oaktree Capital I, L.P. may be deemed to have indirect beneficial ownership of the Shares held by Oaktree GC Super Fund, L.P. and Oaktree Structured Credit Income Fund Holdings (Delaware), L.P. OCM Holdings I, LLC, in its capacity as the general partner of Oaktree Capital I, L.P., has the ability to direct the management of Oaktree Capital
I, L.P.’s business, including the power to direct the decisions of Oaktree Capital I, L.P. regarding the vote and disposition of securities held by Oaktree GC Super Fund, L.P. and Oaktree Structured Credit Income Fund Holdings (Delaware),
L.P.; therefore, OCM Holdings I, LLC may be deemed to have indirect beneficial ownership of the Shares held by Oaktree GC Super Fund, L.P. and Oaktree Structured Credit Income Fund Holdings (Delaware), L.P. Oaktree Holdings, LLC, in its capacity as the managing member of OCM Holdings I, LLC, has the ability to direct the management of OCM Holdings I,
LLC’s business, including the power to direct the decisions of OCM Holdings I, LLC regarding the vote and disposition of securities held by Oaktree GC Super Fund, L.P. and Oaktree Structured Credit Income Fund Holdings (Delaware), L.P.;
therefore, Oaktree Holdings, LLC may be deemed to have indirect beneficial ownership of the Shares held by Oaktree GC Super Fund, L.P. and Oaktree Structured Credit Income Fund Holdings (Delaware), L.P. Oaktree Capital Management GP, LLC, in its capacity as the general partner of Oaktree Capital Management, L.P., has the ability to direct the
management of the business of Oaktree Capital Management, L.P., including with regard to the voting and disposition of securities held by Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd., Oaktree Global
Credit Holdings (Delaware), L.P., Investin Pro RED Holdings, LLC, Oaktree (Lux.) III - Oaktree Global Credit Fund and the Managed Funds; therefore, Oaktree Capital Management GP, LLC may be deemed to beneficially own the Shares issuable upon
conversion of the Notes held by Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd., Oaktree Global Credit Holdings (Delaware), L.P., Investin Pro RED Holdings, LLC, Oaktree (Lux.) III - Oaktree Global Credit
Fund and the Managed Funds. | |
CUSIP No. 76120W708 | SCHEDULE 13G | Page 34 of 39 |
Atlas OCM Holdings LLC, in its capacity as the sole managing member of Oaktree Capital Management GP, LLC, has the ability to direct the management
of Oaktree Capital Management GP, LLC’s business, including with regard to the voting and disposition of securities held by Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd., Oaktree Global Credit Holdings
(Delaware), L.P., Investin Pro RED Holdings, LLC, Oaktree (Lux.) III - Oaktree Global Credit Fund and the Managed Funds; therefore, Atlas OCM Holdings LLC may be deemed to have indirect beneficial ownership of the Shares held by Oaktree
Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd., Oaktree Global Credit Holdings (Delaware), L.P., Investin Pro RED Holdings, LLC, Oaktree (Lux.) III - Oaktree Global Credit Fund and the Managed Funds. Oaktree Capital Group, LLC, in its capacity as the managing member of Oaktree Holdings, LLC, has the ability to direct the management of the
business of Oaktree Holdings, LLC, including with regard to the voting and disposition of securities held by Oaktree GC Super Fund, L.P., and Oaktree Structured Credit Income Fund Holdings (Delaware), L.P., LLC; therefore, Oaktree Capital
Group, LLC may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree GC Super Fund, L.P. and Oaktree Structured Credit Income Fund Holdings (Delaware), L.P. Oaktree Capital Group Holdings GP, LLC, in its capacity as the indirect owner of the class B units of each of Oaktree Capital Group, LLC and Atlas
Oaktree Capital Group, LLC, has the ability to appoint and remove certain directors of Oaktree Capital Group, LLC and Atlas Oaktree Capital Group, LLC and, as such, may indirectly control the decisions of Oaktree Capital Group, LLC and
Atlas Oaktree Capital Group, LLC regarding the vote and disposition of securities held by Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd., Oaktree Global Credit Holdings (Delaware), L.P., Investin Pro RED
Holdings, LLC, Oaktree (Lux.) III - Oaktree Global Credit Fund, the Managed Funds, Oaktree GC Super Fund, L.P., Oaktree Structured Credit Income Fund Holdings (Delaware), L.P. and Oaktree-TSE 16 Real Estate Debt, LLC; therefore, Oaktree
Capital Group Holdings GP, LLC may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd., Oaktree Global Credit Holdings
(Delaware), L.P., Investin Pro RED Holdings, LLC, Oaktree (Lux.) III - Oaktree Global Credit Fund, the Managed Funds, Oaktree GC Super Fund, L.P., Oaktree Structured Credit Income Fund Holdings (Delaware), L.P. and Oaktree-TSE 16 Real
Estate Debt, LLC. Brookfield Asset Management Inc., in its capacity as the indirect owner of the class A units of each of Oaktree Capital Group, LLC and Atlas Oaktree
Capital Group, LLC, has the ability to appoint and remove certain directors of Oaktree Capital Group, LLC and Atlas Oaktree Capital Group, LLC and, as such, may indirectly control the decisions of Oaktree Capital Group, LLC and Atlas
Oaktree Capital Group, LLC regarding the vote and disposition of securities held by Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd., Oaktree Global Credit Holdings (Delaware), L.P., Investin Pro RED
Holdings, LLC, Oaktree (Lux.) III - Oaktree Global Credit Fund, the Managed Funds, Oaktree GC Super Fund, L.P., Oaktree Structured Credit Income Fund Holdings (Delaware), L.P. and Oaktree-TSE 16 Real Estate Debt, LLC; therefore, Brookfield
Asset Management Inc. may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd., Oaktree Global Credit Holdings (Delaware),
L.P., Investin Pro RED Holdings, LLC, Oaktree (Lux.) III - Oaktree Global Credit Fund, the Managed Funds, Oaktree GC Super Fund, L.P., Oaktree Structured Credit Income Fund Holdings (Delaware), L.P. and Oaktree-TSE 16 Real Estate Debt, LLC. Partners Limited, in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield
Asset Management Inc. has the ability to appoint and remove certain directors of Brookfield Asset Management Inc. and, as such, may indirectly control the decisions of Brookfield Asset
Management Inc. regarding the vote and disposition of securities held by Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd., Oaktree Global Credit Holdings (Delaware), L.P., Investin Pro RED Holdings, LLC,
Oaktree (Lux.) III - Oaktree Global Credit Fund, the Managed Funds, Oaktree GC Super Fund, L.P., Oaktree Structured Credit Income Fund Holdings (Delaware), L.P. and Oaktree-TSE 16 Real Estate Debt, LLC; therefore, Partners Limited may be
deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd., Oaktree Global Credit Holdings (Delaware), L.P., Investin Pro RED
Holdings, LLC, Oaktree (Lux.) III - Oaktree Global Credit Fund, the Managed Funds, Oaktree GC Super Fund, L.P., Oaktree Structured Credit Income Fund Holdings (Delaware), L.P. and Oaktree-TSE 16 Real Estate Debt, LLC. All calculations of percentage ownership in this Schedule 13G/A below the Ownership Cap are based on an aggregate of 37,169,919 Shares outstanding
comprised of (i) 31,880,594 Shares outstanding as of November 4, 2019, as reported by the Issuer on its Form 10-Q and (ii) 5,289,325 Shares issuable upon conversion of all of the Notes held by the Reporting Persons at the respective
conversion rate for such Notes. The Reporting Persons do not beneficially own, and are not reporting herein, Shares that, as a result of the Ownership Cap, the Reporting Persons do not have the right to acquire upon conversion of the Notes
they hold. Calculations of percentage ownership in this Schedule 13G/A which reflect the limitation of the Ownership Cap are based on 31,880,594 Shares outstanding as of November 4, 2019, as reported by the Issuer in the Form 10-Q.
Statements of Shares received upon conversion of Notes by one or more Reporting Persons do not take into account Shares received upon any other conversions of Notes by other Reporting Persons. Pursuant to Rule 13d-4 of the Exchange Act, the Reporting Persons declare that filing this Statement shall not be construed as an admission that any
such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement except to the extent of such person’s pecuniary interest in the Shares, and except
to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person. | |
ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. |
| |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following ☐. | |
| |
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. |
| |
Not Applicable. | |
| |
ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
| |
Not applicable. | |
| |
ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. |
| |
Not applicable. | |
ITEM 10. | CERTIFICATIONS. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are 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, other than
activities solely in connection with a nomination under §240.14a-11. |
CUSIP No. 76120W708 | SCHEDULE 13G | Page 35 of 39 |
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.
Dated: February 13, 2020
| OAKTREE REAL ESTATE DEBT HOLDINGS, LTD. | | |
| | | |
| By: | Oaktree Capital Management, L.P. | |
| Its: | Director | |
| | | |
| By: | /s/ Brian Price | |
| Name: | Brian Price | |
| Title: | Vice President | |
| | | |
| | | |
| OAKTREE REAL ESTATE DEBT HOLDINGS II, LTD. | | |
| | | |
| By: | Oaktree Capital Management, L.P. | |
| Its: | Director | |
| | | |
| By: | /s/ Brian Price | |
| Name: | Brian Price | |
| Title: | Vice President | |
| | | |
| | | |
| INVESTIN PRO RED HOLDINGS, LLC | | |
| | | |
| By: | Oaktree Capital Management, L.P. | |
| Its: | Manager | |
| | | |
| By: | /s/ Brian Price | |
| Name: | Brian Price | |
| Title: | Vice President | |
OAKTREE (LUX.) III – OAKTREE GLOBAL CREDIT FUND | |||
By: | Oaktree Capital Management, L.P. | ||
Its: | Investment Manager | ||
By: | /s/ Brian Price | ||
| Name: | Brian Price | |
Title: | Vice President | ||
| | | |
OAKTREE GLOBAL CREDIT HOLDINGS (DELAWARE), L.P. | |||
By: | Oaktree Global Credit Fund GP, L.P. | ||
Its: | Partner | ||
By: | Oaktree Global Credit Fund GP Ltd. | ||
Its: | General Partner | ||
By: | Oaktree Capital Management, L.P. | ||
Its: | Director | ||
By: | /s/ Brian Price | ||
Name: | Brian Price | ||
Title: | Vice President | ||
CUSIP No. 76120W708 | SCHEDULE 13G | Page 36 of 39 |
| OAKTREE CAPITAL MANAGEMENT, L.P. | | |
| | | |
| By: | /s/ Brian Price | |
| Name: | Brian Price | |
| Title: | Vice President | |
OAKTREE CAPITAL MANAGEMENT GP, LLC | |||
By: | Atlas OCM Holdings, LLC | ||
Its: | Managing Member | ||
By: | Oaktree New Holdings, LLC | ||
Its: | Member | ||
By: | /s/ Brian Price | ||
Name: | Brian Price | ||
Title: | Vice President | ||
ATLAS OCM HOLDINGS, LLC | |||
By: | Oaktree New Holdings, LLC | ||
Its: | Member | ||
By: | /s/ Brian Price | ||
Name: | Brian Price | ||
| OAKTREE-TSE 16 REAL ESTATE DEBT, LLC | | |
| By: | /s/ Brian Price | |
| Name: | Brian Price | |
| Title: | Vice President | |
| OAKTREE FUND GP IIA, LLC | | |
| | | |
| By: | Oaktree Fund GP II, L.P. | |
| Its: | Managing Member | |
| | | |
| By: | /s/ Brian Price | |
| Name: | Brian Price | |
| Title: | Authorized Signatory | |
| | | |
| | | |
| OAKTREE FUND GP II, L.P. | | |
| | | |
| By: | /s/ Brian Price | |
| Name: | Brian Price | |
| Title: | Authorized Signatory | |
| | | |
| | | |
CUSIP No. 76120W708 | SCHEDULE 13G | Page 37 of 39 |
| OAKTREE CAPITAL II, L.P. | | |
| | | |
| | | |
| By: | /s/ Brian Price | |
| Name: | Brian Price | |
| Title: | Authorized Signatory | |
| | | |
OAKTREE STRUCTURED CREDIT INCOME FUND HOLDINGS (DELAWARE), L.P. | |||
By: | Oaktree Structured Credit Income Fund GP, L.P. | ||
Its: | General Partner | ||
By: | Oaktree Structured Credit Income Fund GP Ltd. | ||
Its: | General Partner | ||
By: | Oaktree Capital Management, L.P. | ||
Its: | Director | ||
By: | /s/ Brian Price | ||
Name: | Brian Price | ||
Title: | Vice President | ||
OAKTREE GC SUPER FUND, L.P. | |||
By: | Oaktree GC Super Fund GP, L.P. | ||
Its: | General Partner | ||
By: | Oaktree Fund GP, LLC | ||
Its: | General Partner | ||
By: | Oaktree Fund GP I, L.P. | ||
Its: | Managing Member | ||
By: | /s/ Brian Price | ||
Name: | Brian Price | ||
Title: | Authorized Signatory | ||
OAKTREE FUND GP, LLC | |||
By: | Oaktree Fund GP I, L.P. | ||
Its: | Managing Member | ||
By: | /s/ Brian Price | ||
Name: | Brian Price | ||
Title: | Authorized Signatory | ||
CUSIP No. 76120W708 | SCHEDULE 13G | Page 38 of 39 |
OAKTREE FUND GP I, L.P. | |||
By: | /s/ Brian Price | ||
Name: | Brian Price | ||
Title: | Authorized Signatory | ||
OAKTREE CAPITAL I, L.P. | |||
By: | /s/ Brian Price | ||
Name: | Brian Price | ||
Title: | Vice President | ||
OCM HOLDINGS I, LLC | |||
By: | /s/ Brian Price | ||
Name: | Brian Price | ||
Title: | Vice President | ||
OAKTREE HOLDINGS, LLC | |||
By: | /s/ Brian Price | ||
Name: | Brian Price | ||
Title: | Vice President | ||
| OAKTREE CAPITAL GROUP, LLC | | |
| | | |
| By: | /s/ Brian Price | |
| Name: | Brian Price | |
| Title: | Vice President | |
| | | |
| | | |
| OAKTREE CAPITAL GROUP HOLDINGS GP, LLC | | |
| | | |
| By: | /s/ Brian Price | |
| Name: | Brian Price | |
| Title: | Vice President | |
BROOKFIELD ASSET MANAGEMENT INC. | |||
By: | /s/ Justin Beber | ||
Name: | Justin Beber | ||
Title: | Chief Legal Officer | ||
PARTNERS LIMITED | |||
By: | /s/ Brian D. Lawson | ||
Name: | Brian D. Lawson | ||
Title: | Director |
CUSIP No. 76120W708 | SCHEDULE 13G | Page 39 of 39 |
Exhibit Index
Exhibit 1. | Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (previously filed). |
EXHIBIT 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned
acknowledges and agrees that the foregoing statement on this Schedule 13G is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of the undersigned without the
necessity of filing additional joint acquisition statements. Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it
contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: February 13, 2020
| OAKTREE REAL ESTATE DEBT HOLDINGS, LTD. | | |
| | | |
| By: | Oaktree Capital Management, L.P. | |
| Its: | Director | |
| | | |
| By: | /s/ Brian Price | |
| Name: | Brian Price | |
| Title: | Vice President | |
| | | |
| | | |
| OAKTREE REAL ESTATE DEBT HOLDINGS II, LTD. | | |
| | | |
| By: | Oaktree Capital Management, L.P. | |
| Its: | Director | |
| | | |
| By: | /s/ Brian Price | |
| Name: | Brian Price | |
| Title: | Vice President | |
| | | |
| | | |
| INVESTIN PRO RED HOLDINGS, LLC | | |
| | | |
| By: | Oaktree Capital Management, L.P. | |
| Its: | Manager | |
| | | |
| By: | /s/ Brian Price | |
| Name: | Brian Price | |
| Title: | Vice President | |
OAKTREE (LUX.) III – OAKTREE GLOBAL CREDIT FUND | |||
By: | Oaktree Capital Management, L.P. | ||
Its: | Investment Manager | ||
By: | /s/ Brian Price | ||
| Name: | Brian Price | |
Title: | Vice President | ||
| | | |
OAKTREE GLOBAL CREDIT HOLDINGS (DELAWARE), L.P. | |||
By: | Oaktree Global Credit Fund GP, L.P. | ||
Its: | Partner | ||
By: | Oaktree Global Credit Fund GP Ltd. | ||
Its: | General Partner | ||
By: | Oaktree Capital Management, L.P. | ||
Its: | Director | ||
By: | /s/ Brian Price | ||
Name: | Brian Price | ||
Title: | Vice President | ||
| OAKTREE CAPITAL MANAGEMENT, L.P. | | |
| | | |
| By: | /s/ Brian Price | |
| Name: | Brian Price | |
| Title: | Vice President | |
OAKTREE CAPITAL MANAGEMENT GP, LLC | |||
By: | Atlas OCM Holdings, LLC | ||
Its: | Managing Member | ||
By: | Oaktree New Holdings, LLC | ||
Its: | Member | ||
By: | /s/ Brian Price | ||
Name: | Brian Price | ||
Title: | Vice President | ||
ATLAS OCM HOLDINGS, LLC | |||
By: | Oaktree New Holdings, LLC | ||
Its: | Member | ||
By: | /s/ Brian Price | ||
Name: | Brian Price | ||
| OAKTREE-TSE 16 REAL ESTATE DEBT, LLC | | |
| By: | /s/ Brian Price | |
| Name: | Brian Price | |
| Title: | Vice President | |
| OAKTREE FUND GP IIA, LLC | | |
| | | |
| By: | Oaktree Fund GP II, L.P. | |
| Its: | Managing Member | |
| | | |
| By: | /s/ Brian Price | |
| Name: | Brian Price | |
| Title: | Authorized Signatory | |
| | | |
| | | |
| OAKTREE FUND GP II, L.P. | | |
| | | |
| By: | /s/ Brian Price | |
| Name: | Brian Price | |
| Title: | Authorized Signatory | |
| | | |
| | | |
| OAKTREE CAPITAL II, L.P. | | |
| | | |
| | | |
| By: | /s/ Brian Price | |
| Name: | Brian Price | |
| Title: | Authorized Signatory | |
| | | |
| | | |
OAKTREE STRUCTURED CREDIT INCOME FUND HOLDINGS (DELAWARE), L.P. | |||
By: | Oaktree Structured Credit Income Fund GP, L.P. | ||
Its: | General Partner | ||
By: | Oaktree Structured Credit Income Fund GP Ltd. | ||
Its: | General Partner | ||
By: | Oaktree Capital Management, L.P. | ||
Its: | Director | ||
By: | /s/ Brian Price | ||
Name: | Brian Price | ||
Title: | Vice President | ||
OAKTREE GC SUPER FUND, L.P. | |||
By: | Oaktree GC Super Fund GP, L.P. | ||
Its: | General Partner | ||
By: | Oaktree Fund GP, LLC | ||
Its: | General Partner | ||
By: | Oaktree Fund GP I, L.P. | ||
Its: | Managing Member | ||
By: | /s/ Brian Price | ||
Name: | Brian Price | ||
Title: | Authorized Signatory | ||
OAKTREE FUND GP, LLC | |||
By: | Oaktree Fund GP I, L.P. | ||
Its: | Managing Member | ||
By: | /s/ Brian Price | ||
Name: | Brian Price | ||
Title: | Authorized Signatory | ||
OAKTREE FUND GP I, L.P. | |||
By: | /s/ Brian Price | ||
Name: | Brian Price | ||
Title: | Authorized Signatory | ||
OAKTREE CAPITAL I, L.P. | |||
By: | /s/ Brian Price | ||
Name: | Brian Price | ||
Title: | Vice President | ||
OCM HOLDINGS I, LLC | |||
By: | /s/ Brian Price | ||
Name: | Brian Price | ||
Title: | Vice President | ||
OAKTREE HOLDINGS, LLC | |||
By: | /s/ Brian Price | ||
Name: | Brian Price | ||
Title: | Vice President | ||
| OAKTREE CAPITAL GROUP, LLC | | |
| | | |
| By: | /s/ Brian Price | |
| Name: | Brian Price | |
| Title: | Vice President | |
| | | |
| | | |
| OAKTREE CAPITAL GROUP HOLDINGS GP, LLC | | |
| | | |
| By: | /s/ Brian Price | |
| Name: | Brian Price | |
| Title: | Vice President | |
BROOKFIELD ASSET MANAGEMENT INC. | |||
By: | /s/ Justin Beber | ||
Name: | Justin Beber | ||
Title: | Chief Legal Officer | ||
PARTNERS LIMITED | |||
By: | /s/ Brian D. Lawson | ||
Name: | Brian D. Lawson | ||
Title: | Director | ||