Filing Details
- Accession Number:
- 0001140361-20-003398
- Form Type:
- 13G Filing
- Publication Date:
- 2020-02-14 16:59:25
- Filed By:
- Brookfield Asset Management Inc.
- Company:
- Vistra Corp. (NYSE:VST)
- 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 |
---|---|---|---|---|---|---|
Brookfield Asset Management Inc | 0 | 47,360,680 | 0 | 47,360,680 | 47,360,680 | 9.71% |
Partners Limited | 0 | 47,360,680 | 0 | 47,360,680 | 47,360,680 | 9.71% |
Brookfield Holdings Canada Inc | 0 | 47,360,680 | 0 | 47,360,680 | 47,360,680 | 9.71% |
Brookfield Private Equity Inc | 0 | 20,082,625 | 0 | 20,082,625 | 20,082,625 | 4.12% |
Brookfield US Inc | 0 | 20,082,625 | 0 | 20,082,625 | 20,082,625 | 4.12% |
Brookfield Private Equity Holdings | 0 | 20,082,625 | 0 | 20,082,625 | 20,082,625 | 4.12% |
Brookfield Private Equity Direct Investments Holdings | 0 | 20,082,625 | 0 | 20,082,625 | 20,082,625 | 4.12% |
Brookfield Capital Partners Ltd | 0 | 20,082,625 | 0 | 20,082,625 | 20,082,625 | 4.12% |
Brookfield Private Funds Holdings Inc | 0 | 20,082,625 | 0 | 20,082,625 | 20,082,625 | 4.12% |
Brookfield Canada Adviser | 0 | 20,082,625 | 0 | 20,082,625 | 20,082,625 | 4.12% |
Brookfield Asset Management Private Institutional Capital Adviser (Canada) | 0 | 20,082,625 | 0 | 20,082,625 | 20,082,625 | 4.12% |
Brookfield Private Equity Group Holdings | 0 | 20,082,625 | 0 | 20,082,625 | 20,082,625 | 4.12% |
Titan Co-Investment GP | 0 | 20,082,625 | 0 | 20,082,625 | 20,082,625 | 4.12% |
Titan Margin Investment GP | 0 | 9,001,495 | 0 | 9,001,495 | 9,001,495 | 1.85% |
BCP Titan Margin Aggregator | 9,001,495 | 0 | 9,001,495 | 0 | 9,001,495 | 1.85% |
Brookfield Titan Holdings | 5,853,026 | 772,128 | 5,853,026 | 772,128 | 6,625,154 | 1.20% |
BCP Titan Aggregator | 96,960 | 4,408,032 | 96,960 | 4,408,032 | 4,504,992 | 0.92% |
BCP Titan Sub-Aggregator | 200,264 | 5,271,964 | 200,264 | 5,271,964 | 5,472,228 | 1.12% |
Longhorn Capital GS | 0 | 1,810,947 | 0 | 1,810,947 | 1,810,947 | 0.37% |
Titan Co-Investment-AC | 442,466 | 130,445 | 442,466 | 130,445 | 572,911 | 0.12% |
Titan Co-Investment-CN | 1,141 | 0 | 1,141 | 0 | 1,141 | Less than 0.01% |
Titan Co-Investment-DS | 139,838 | 1,929 | 139,838 | 1,929 | 141,767 | 0.03% |
Titan Co-Investment-FN | 223,384 | 35,374 | 223,384 | 35,374 | 258,758 | 0.05% |
Titan Co-Investment-GLH | 790 | 0 | 790 | 0 | 790 | Less than 0.01% |
Titan Co-Investment-HI | 676,360 | 74,744 | 676,360 | 74,744 | 751,104 | 0.15% |
Titan Co-Investment-ICG | 563,838 | 105,183 | 563,838 | 105,183 | 669,021 | 0.14% |
Titan Co-Investment-LB | 279,675 | 3,858 | 279,675 | 3,858 | 283,533 | 0.06% |
Titan Co-Investment-MCG | 1,291 | 0 | 1,291 | 0 | 1,291 | Less than 0.01% |
Titan Co-Investment-MRS | 562,650 | 7,884 | 562,650 | 7,884 | 570,534 | 0.12% |
Titan Co-Investment-RBS | 228,500 | 0 | 228,500 | 0 | 228,500 | 0.05% |
Atlas OCM Holdings | 14,067,957 | 0 | 14,067,957 | 0 | 14,067,957 | 2.88% |
Oaktree Capital Management GP | 14,067,957 | 0 | 14,067,957 | 0 | 14,067,957 | 2.88% |
Oaktree Capital Management | 14,067,957 | 0 | 14,067,957 | 0 | 14,067,957 | 2.88% |
Oaktree Capital Group | 13,210,098 | 0 | 13,210,098 | 0 | 13,210,098 | 2.71% |
OCM Holdings | 13,210,098 | 0 | 13,210,098 | 0 | 13,210,098 | 2.71% |
OCM Holdings I | 13,210,098 | 0 | 13,210,098 | 0 | 13,210,098 | 2.71% |
Oaktree Capital I | 13,210,098 | 0 | 13,210,098 | 0 | 13,210,098 | 2.71% |
Oaktree Fund GP I | 13,210,098 | 0 | 13,210,098 | 0 | 13,210,098 | 2.71% |
Oaktree Fund GP | 13,210,098 | 0 | 13,210,098 | 0 | 13,210,098 | 2.71% |
Oaktree Opportunities Fund X Holdings (Delaware) | 6,103,539 | 0 | 6,103,539 | 0 | 6,103,539 | 1.25% |
Oaktree Opportunities Fund VIII Delaware | 1,909 | 0 | 1,909 | 0 | 1,909 | Less than 0.01% |
Oaktree Opportunities Fund VIIIb Delaware | 6,100,267 | 0 | 6,100,267 | 0 | 6,100,267 | 1.25% |
OCM Opportunities Fund VIIb Delaware | 4,383 | 0 | 4,383 | 0 | 4,383 | Less than 0.01% |
Oaktree Opportunities Fund Xb Holdings (Delaware) | 1,000,000 | 0 | 1,000,000 | 0 | 1,000,000 | 0.21% |
Oaktree-Forrest Multi-Strategy | 692 | 0 | 692 | 0 | 692 | Less than 0.01% |
Oaktree Opps X Holdco Ltd | 19,553 | 0 | 19,553 | 0 | 19,553 | Less than 0.01% |
OCM Opportunities Fund VII Delaware | 244 | 0 | 244 | 0 | 244 | Less than 0.01% |
OCM Opportunities Fund VII Delaware GP, Inc | 244 | 0 | 244 | 0 | 244 | Less than 0.01% |
OCM Opportunities Fund VII | 244 | 0 | 244 | 0 | 244 | Less than 0.01% |
OCM Opportunities Fund VII GP | 244 | 0 | 244 | 0 | 244 | Less than 0.01% |
OCM Opportunities Fund VII GP Ltd | 244 | 0 | 244 | 0 | 244 | Less than 0.01% |
Oaktree Opps VIIIb Holdco Ltd | 722,473 | 0 | 722,473 | 0 | 722,473 | 0.15% |
Oaktree Huntington Investment Fund | 454 | 0 | 454 | 0 | 454 | Less than 0.01% |
Oaktree Huntington Investment Fund GP | 454 | 0 | 454 | 0 | 454 | Less than 0.01% |
Oaktree Huntington Investment Fund GP Ltd | 454 | 0 | 454 | 0 | 454 | Less than 0.01% |
Oaktree Opportunities Fund VIII (Parallel | 60 | 0 | 60 | 0 | 60 | Less than 0.01% |
Oaktree Opportunities Fund VIII GP | 60 | 0 | 60 | 0 | 60 | Less than 0.01% |
Opps DGY Holdings | 11,949,197 | 0 | 11,949,197 | 0 | 11,949,197 | 2.45% |
Oaktree Opportunities Fund X GP | 11,949,197 | 0 | 11,949,197 | 0 | 11,949,197 | 2.45% |
Oaktree Opportunities Fund X GP Ltd | 11,949,197 | 0 | 11,949,197 | 0 | 11,949,197 | 2.45% |
Oaktree FF Investment Fund | 154 | 0 | 154 | 0 | 154 | Less than 0.01% |
Oaktree FF Investment Fund GP | 154 | 0 | 154 | 0 | 154 | Less than 0.01% |
Oaktree FF Investment Fund GP Ltd | 154 | 0 | 154 | 0 | 154 | Less than 0.01% |
Oaktree FF Investment Fund Class F Holdings | 333,557 | 0 | 333,557 | 0 | 333,557 | 0.07% |
Oaktree FF Investment Fund Class F Holdings GP | 333,557 | 0 | 333,557 | 0 | 333,557 | 0.07% |
Oaktree FF Investment Fund Class F Holdings GP Ltd | 333,557 | 0 | 333,557 | 0 | 333,557 | 0.07% |
Oaktree Value Opportunities Fund Holdings | 1,041,573 | 0 | 1,041,573 | 0 | 1,041,573 | 0.21% |
Oaktree Value Opportunities Fund GP | 1,041,573 | 0 | 1,041,573 | 0 | 1,041,573 | 0.21% |
Oaktree Value Opportunities Fund GP Ltd | 1,041,573 | 0 | 1,041,573 | 0 | 1,041,573 | 0.21% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Vistra Energy Corp. |
(Name of Issuer) |
Common Stock |
(Title of Class of Securities) |
92840M102 |
(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).
1 | NAMES OF REPORTING PERSONS | | | ||
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 | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
47,360,680(1) | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
47,360,680(1) | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
47,360,680(1) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
9.71%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
CO, HC | | | |||
| |
(1) Consists of shares of the Issuer’s Common Stock directly held by the Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
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 | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
47,360,680(1) | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
47,360,680(1) | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
47,360,680(1) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
9.71%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
CO | | | |||
| |
(1) Consists of shares of the Issuer’s Common Stock directly held by the Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Brookfield Holdings Canada 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 | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
47,360,680(1) | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
47,360,680(1) | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
47,360,680(1) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
9.71%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
CO | | | |||
| |
(1) Consists of shares of the Issuer’s Common Stock directly held by the Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Brookfield Private Equity 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 | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
20,082,625(1) | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
20,082,625(1) | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
20,082,625(1) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
4.12%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
CO | | | |||
| |
(1) Consists of shares of the Issuer’s Common Stock directly held by the Brookfield Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Brookfield US Inc. | | | |||
| | ||||
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 | | | |
0 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
20,082,625(1) | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
20,082,625(1) | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
20,082,625(1) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
4.12%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
CO | | | |||
| |
(1) Consists of shares of the Issuer’s Common Stock directly held by the Brookfield Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Brookfield Private Equity 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 | | | |
0 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
20,082,625(1) | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
20,082,625(1) | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
20,082,625(1) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
4.12%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| |
(1) Consists of shares of the Issuer’s Common Stock directly held by the Brookfield Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Brookfield Private Equity Direct Investments Holdings LP | | | |||
| | ||||
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 | | | |
0 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
20,082,625(1) | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
20,082,625(1) | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
20,082,625(1) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
4.12%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
(1) Consists of shares of the Issuer’s Common Stock directly held by the Brookfield Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Brookfield Capital Partners Ltd. | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☐ | |||||
(b)☒ | | | |||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
Ontario | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
20,082,625(1) | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
20,082,625(1) | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
20,082,625(1) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
4.12%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
CO | | | |||
| |
(1) Consists of shares of the Issuer’s Common Stock directly held by the Brookfield Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Brookfield Private Funds Holdings 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 | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
20,082,625(1) | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
20,082,625(1) | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
20,082,625(1) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
4.12%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
CO | | | |||
| |
(1) Consists of shares of the Issuer’s Common Stock directly held by the Brookfield Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Brookfield Canada Adviser, LP | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☐ | |||||
(b)☒ | | | |||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
Manitoba | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
20,082,625(1) | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
20,082,625(1) | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
20,082,625(1) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
4.12%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
(1) Consists of shares of the Issuer’s Common Stock directly held by the Brookfield Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Brookfield Asset Management Private Institutional Capital Adviser (Canada), 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 | | | ||
Manitoba | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
20,082,625(1) | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
20,082,625(1) | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
20,082,625(1) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
4.12%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
CO | | | |||
| |
(1) Consists of shares of the Issuer’s Common Stock directly held by the Brookfield Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Brookfield Private Equity Group Holdings LP | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☐ | |||||
(b)☒ | | | |||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
Manitoba | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
20,082,625(1) | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
20,082,625(1) | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
20,082,625(1) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
4.12%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
(1) Consists of shares of the Issuer’s Common Stock directly held by the Brookfield Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Titan Co-Investment 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 | | | |
0 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
20,082,625(1) | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
20,082,625(1) | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
20,082,625(1) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
4.12%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| |
(1) Consists of shares of the Issuer’s Common Stock directly held by the Brookfield Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Titan Margin Investment 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 | | | |
0 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
9,001,495(1) | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
9,001,495(1) | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
9,001,495(1) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
1.85%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| |
(1) Consists of shares of the Issuer’s Common Stock directly held by the BCP Titan Margin Aggregator LP, for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
BCP Titan Margin Aggregator LP | | | |||
| | ||||
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 | | | |
9,001,495 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
9,001,495 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
9,001,495 | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
1.85%(1) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
(1) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Brookfield Titan Holdings LP | | | |||
| | ||||
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 | | | |
5,853,026 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
772,128(1) | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
5,853,026 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
772,128(1) | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
6,625,154 | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
1.20%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
(1) Consists of a portion of the shares of the Issuer’s Common Stock directly held by Longhorn Capital GS LP for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
BCP Titan Aggregator, 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 | | | |
96,960 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
4,408,032.10(1) | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
96,960 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
4,408,032.10(1) | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
4,504,992.10 | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
0.92%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
(1) Consists of a portion of the shares of the Issuer’s Common Stock directly held by the BCP Titan Margin Aggregator LP, for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
BCP Titan Sub-Aggregator, 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 | | | |
200,264 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
5,271,964.75(1) | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
200,264 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
5,271,964.75(1) | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
5,472,228.75 | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
1.12%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
(1) Consists of a portion of the shares of the Issuer’s Common Stock directly held by BCP Titan Margin Aggregator LP and Longhorn Capital GS LP, for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Longhorn Capital GS 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 | | | |
0 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
1,810,947 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
1,810,947 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
1,810,947 | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
0.37%(1) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
(1) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Titan Co-Investment-AC, 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 | | | |
442,466 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
130,445(1) | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
442,466 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
130,445(1) | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
572,911 | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
0.12%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
(1) Consists of a portion of the shares of the Issuer’s Common Stock directly held by Longhorn Capital GS LP for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Titan Co-Investment-CN, 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 | | | |
1,141 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
1,141 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
1,141 | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
Less than 0.01%(1) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
(1) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Titan Co-Investment-DS, 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 | | | |
139,838 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
1,929(1) | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
139,838 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
1,929(1) | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
141,767 | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
0.03%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
(1) Consists of a portion of the shares of the Issuer’s Common Stock directly held by Longhorn Capital GS LP for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Titan Co-Investment-FN, 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 | | | |
223,384 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
35,374(1) | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
223,384 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
35,374(1) | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
258,758 | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
0.05%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
(1) Consists of a portion of the shares of the Issuer’s Common Stock directly held by Longhorn Capital GS LP for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Titan Co-Investment-GLH, 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 | | | |
790 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
790 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
790 | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
Less than 0.01%(1) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
(1) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Titan Co-Investment-HI, 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 | | | |
676,360 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
74,744(1) | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
676,360 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
74,744(1) | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
751,104 | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
0.15%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
(1) Consists of a portion of the shares of the Issuer’s Common Stock directly held by Longhorn Capital GS LP for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Titan Co-Investment-ICG, 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 | | | |
563,838 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
105,183(1) | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
563,838 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
105,183(1) | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
669,021 | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
0.14%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
(1) Consists of a portion of the shares of the Issuer’s Common Stock directly held by Longhorn Capital GS LP for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Titan Co-Investment-LB, 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 | | | |
279,675 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
3,858(1) | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
279,675 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
3,858(1) | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
283,533 | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
0.06%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
(1) Consists of a portion of the shares of the Issuer’s Common Stock directly held by Longhorn Capital GS LP for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Titan Co-Investment-MCG, 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 | | | |
1,291 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
1,291 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
1,291 | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
Less than 0.01%(1) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
(1) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Titan Co-Investment-MRS, 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 | | | |
562,650 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
7,884(1) | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
562,650 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
7,884(1) | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
570,534 | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
0.12%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
(1) Consists of a portion of the shares of the Issuer’s Common Stock directly held by Longhorn Capital GS LP for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Titan Co-Investment-RBS, 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 | | | |
228,500(1) | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
228,500(1) | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
228,500(1) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
0.05%(1)(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
(1) As of the date of this filing, Titan Co-Investment-RBS, L.P. has sole voting and dispositive power over 3,330 shares of Common Stock (less than 0.01% of the Issuer’s Common Stock outstanding).
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
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 | | | |
14,067,957(1) | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
14,067,957(1) | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
14,067,957(1) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
2.88%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| |
(1) Consists of shares of the Issuer’s Common Stock held through Oaktree Capital Management, L.P. for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
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 | | | |
14,067,957(1) | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
14,067,957(1) | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
14,067,957(1) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
2.88%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| |
(1) Consists of shares of the Issuer’s Common Stock held through Oaktree Capital Management, L.P. for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
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 | | | |
14,067,957(1) | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
14,067,957(1) | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
14,067,957(1) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
2.88%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
(1) Consists of shares of the Issuer’s Common Stock directly held by OCM FF GP Ltd., OCM FB GP Ltd., OCM HIF GP Ltd., OAK VIII GP Ltd., OAK Opps X Holdco, OCM Opps VII GP Ltd., OAK Opps X Holdco, OAK Opps VIIIb Holdco and OAK VOF GP Ltd. and
OAK-Forrest (each as defined in Item 2A below) for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
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 | | | |
13,210,098(1) | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
13,210,098(1) | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
13,210,098(1) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
2.71%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| |
(1) Consists of shares of the Issuer’s Common Stock held through Oaktree Fund GP, LLC, in its capacity as general partner of OAK Fund X, OAK Opps Xb, OAK Fund VIII, OAK Fund VIIIb and OCM Opps VIIb (each as defined in Item 2a below) for which the
reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
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 | | | |
13,210,098(1) | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
13,210,098(1) | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
13,210,098(1) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
2.71%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| |
(1) Consists of shares of the Issuer’s Common Stock held through Oaktree Fund GP, LLC, in its capacity as general partner of OAK Fund X, OAK Opps Xb, OAK Fund VIII, OAK Fund VIIIb and OCM Opps VIIb (each as defined in Item 2a below) for which the
reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
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 | | | |
13,210,098(1) | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
13,210,098(1) | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
13,210,098(1) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
2.71%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| |
(1) Consists of shares of the Issuer’s Common Stock held through Oaktree Fund GP, LLC, in its capacity as general partner of OAK Fund X, OAK Opps Xb, OAK Fund VIII, OAK Fund VIIIb and OCM Opps VIIb (each as defined in Item 2a below) for which the
reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
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 | | | |
13,210,098(1) | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
13,210,098(1) | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
13,210,098(1) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
2.71%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
(1) Consists of shares of the Issuer’s Common Stock held through Oaktree Fund GP, LLC, in its capacity as general partner of OAK Fund X, OAK Opps Xb, OAK Fund VIII, OAK Fund VIIIb and OCM Opps VIIb (each as defined in Item 2a below) for
which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
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 | | | |
13,210,098(1) | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
13,210,098(1) | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
13,210,098(1) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
2.71%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
(1) Consists of shares of the Issuer’s Common Stock held through Oaktree Fund GP, LLC, in its capacity as general partner of OAK Fund X, OAK Opps Xb, OAK Fund VIII, OAK Fund VIIIb and OCM Opps VIIb (each as defined in Item 2a below) for
which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
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 | | | |
13,210,098(1) | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
13,210,098(1) | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
13,210,098(1) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
2.71%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| |
(1) Consists of shares of the Issuer’s Common Stock held through Oaktree Fund GP, LLC, in its capacity as general partner of OAK Fund X, OAK Opps Xb, OAK Fund VIII, OAK Fund VIIIb and OCM Opps VIIb (each as defined in Item 2a below) for
which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Oaktree Opportunities Fund X 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 | | | |
6,103,539 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
6,103,539 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
6,103,539 | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
1.25%(1) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
(1) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Oaktree Opportunities Fund VIII 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 | | | |
1,909 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
1,909 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
1,909 | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
Less than 0.01%(1) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
(1) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Oaktree Opportunities Fund VIIIb 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 | | | |
6,100,267 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
6,100,267 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
6,100,267 | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
1.25%(1) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
(1) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
OCM Opportunities Fund VIIb 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 | | | |
4,383 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
4,383 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
4,383 | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
Less than 0.01%(1) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
(1) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Oaktree Opportunities Fund Xb 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 | | | |
1,000,000 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
1,000,000 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
1,000,000 | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
0.21%(1) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
(1) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Oaktree-Forrest Multi-Strategy, LLC (Series B) | | | |||
| | ||||
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 | | | |
692 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
692 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
692 | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
Less than 0.01%(1) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| |
(1) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Oaktree Opps X Holdco 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 | | | |
19,553 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
19,553 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
19,553 | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
Less than 0.01%(1) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| |
(1) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
OCM Opportunities Fund VII 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 | | | |
244 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
244 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
244 | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
Less than 0.01%(1) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
(1) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
OCM Opportunities Fund VII Delaware GP, Inc. | | | |||
| | ||||
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 | | | |
244(1) | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
244(1) | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
244(1) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
Less than 0.01%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
CO | | | |||
| |
(1) Consists of shares of Common Stock directly held by OCM Opportunities Fund VII Delaware, L.P. for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
OCM Opportunities Fund VII 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 | | | |
244(1) | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
244(1) | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
244(1) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
Less than 0.01%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
(1) Consists of shares of Common Stock directly held by OCM Opportunities Fund VII Delaware, L.P. for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
OCM Opportunities Fund VII 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 | | | |
244(1) | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
244(1) | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
244(1) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
Less than 0.01%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
(1) Consists of shares of Common Stock directly held by OCM Opportunities Fund VII Delaware, L.P. for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
OCM Opportunities Fund VII 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 | | | |
244(1) | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
244(1) | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
244(1) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
Less than 0.01%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| |
(1) Consists of shares of Common Stock directly held by OCM Opportunities Fund VII Delaware, L.P. for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Oaktree Opps VIIIb Holdco 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 | | | |
722,473 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
722,473 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
722,473 | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
0.15%(1) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| |
(1) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer
1 | NAMES OF REPORTING PERSONS | | | ||
Oaktree Huntington Investment 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 | | | ||
Cayman Islands | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
454 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
454 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
454 | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
Less than 0.01%(1) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
(1) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Oaktree Huntington Investment 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 | | | |
454(1) | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
454(1) | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
454(1) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
Less than 0.01%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| |
(1) Consists of shares of Common Stock directly held by Oaktree Huntington Investment Fund, L.P. for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Oaktree Huntington Investment 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 | | | |
454(1) | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
454(1) | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
454(1) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
Less than 0.01%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| |
(1) Consists of shares of Common Stock directly held by Oaktree Huntington Investment Fund, L.P. for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Oaktree Opportunities Fund VIII (Parallel 2), 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 | | | |
60 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
60 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
60 | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
Less than 0.01%(1) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
(1) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Oaktree Opportunities Fund VIII 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 | | | |
60(1) | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
60(1) | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
60(1) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
Less than 0.01%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
(1) Consists of shares of Common Stock directly held by Oaktree Opportunities Fund VIII (Parallel 2), L.P. for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Opps DGY Holdings, 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 | | | |
11,949,197 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
11,949,197 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
11,949,197 | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
2.45%(1) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
(1) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Oaktree Opportunities Fund X 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 | | | |
11,949,197(1) | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
11,949,197(1) | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
11,949,197(1) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
2.45%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
(1) Consists of shares of Common Stock directly held by Opps DGY Holdings, L.P. for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Oaktree Opportunities Fund X 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 | | | |
11,949,197(1) | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
11,949,197(1) | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
11,949,197(1) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
2.45%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| |
(1) Consists of shares of Common Stock directly held by Opps DGY Holdings, L.P. for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information. (2) Calculated based on 487,698,111 shares of the
Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Oaktree FF Investment Fund, L.P. - Class B | | | |||
| | ||||
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 | | | |
154 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
154 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
154 | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
Less than 0.01%(1) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
(1) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Oaktree FF Investment 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 | | | |
154(1) | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
154(1) | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
154(1) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
Less than 0.01%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
(1) Consists of shares of Common Stock directly held by Oaktree FF Investment Fund, L.P. - Class B for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Oaktree FF Investment 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 | | | |
154(1) | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
154(1) | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
154(1) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
Less than 0.01%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
(1) Consists of shares of Common Stock directly held by Oaktree FF Investment Fund, L.P. - Class B for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Oaktree FF Investment Fund Class F Holdings, 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 | | | |
333,557 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
333,557 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
333,557 | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
0.07%(1) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
(1) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Oaktree FF Investment Fund Class F Holdings 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 | | | |
333,557(1) | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
333,557(1) | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
333,557(1) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
0.07%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
(1) Consists of shares of Common Stock directly held by Oaktree FF Investment Fund Class F Holdings, L.P. for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Oaktree FF Investment Fund Class F Holdings 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 | | | |
333,557(1) | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
333,557(1) | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
333,557(1) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
0.07%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| |
(1) Consists of shares of Common Stock directly held by Oaktree FF Investment Fund Class F Holdings, L.P. for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Oaktree Value Opportunities Fund Holdings, 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 | | | |
1,041,573 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
1,041,573 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
1,041,573 | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
0.21%(1) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
(1) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Oaktree Value Opportunities 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 | | | |
1,041,573(1) | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
1,041,573(1) | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
1,041,573(1) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
0.21%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
(1) Consists of shares of Common Stock directly held by Oaktree Value Opportunities Fund Holdings, L.P. for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1 | NAMES OF REPORTING PERSONS | | | ||
Oaktree Value Opportunities 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 | | | |
1,041,573(1) | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
0 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
1,041,573(1) | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
1,041,573(1) | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
Not applicable ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
0.21%(2) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| |
(1) Consists of shares of Common Stock directly held by Oaktree Value Opportunities Fund Holdings, L.P. for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
Item 1.
(a). Name of Issuer. Vistra Energy Corp.
(b). Address of Issuer's Principal Executive Offices
6555 Sierra Drive
Irving, Texas 75039
Item 2.
(a). This statement is being filed jointly by each of the following persons (each a “Reporting Person”), each of which is affiliated with and/or with accounts managed by affiliates of
Brookfield Asset Management, Inc. (“BAM”):
(1) | Longhorn Capital GS, L.P. (“Longhorn”) |
(2) | Brookfield Titan Holdings LP (“Titan Holdings”), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Longhorn; |
(3) | BCP Titan Margin Aggregator LP (“Margin Aggregator”), as a direct owner of Common Stock; |
(4) | Titan Margin Investment GP LLC (“Margin GP”), as general partner of Margin Aggregator; |
(5) | BCP Titan Aggregator, L.P. (“Aggregator”), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Margin Aggregator and Longhorn; |
(6) | BCP Titan Sub Aggregator, L.P. (“Sub Aggregator”), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Margin Aggregator and Longhorn; |
(7) | Titan Co-Investment-AC, L.P. (“Titan AC”), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Longhorn; |
(8) | Titan Co-Investment-CN, L.P. (“Titan CN”), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Longhorn; |
(9) | Titan Co-Investment-DS, L.P. (“Titan DS”), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Longhorn; |
(10) | Titan Co-Investment-FN, L.P. (“Titan FN” ), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Longhorn; |
(11) | Titan Co-Investment-GLH, L.P. (“Titan GLH”), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Longhorn; |
(12) | Titan Co-Investment-HI, L.P. (“Titan HI”), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Longhorn; |
(13) | Titan Co-Investment-ICG, L.P. (“Titan ICG”), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Longhorn; |
(14) | Titan Co-Investment-LB, L.P. (“Titan LB”), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Longhorn; |
(15) | Titan Co-Investment-MCG, L.P. (“Titan MCG”), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Longhorn; |
(16) | Titan Co-Investment-MRS, L.P. (“Titan MRS”), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Longhorn; |
(17) | Titan Co-Investment-RBS, L.P. (“Titan RBS” and together with Titan AC, Titan CN, Titan DS, Titan FN, Titan GLH, Titan HI, Titan ICG, Titan LB, Titan MCG and Titan MRS, the “Titan Vehicles” and together with Longhorn, Titan
Holdings, Aggregator and Sub Aggregator, the “Brookfield Investment Vehicles”); |
(18) | Titan Co-Investment GP, LLC (“Titan Co-Invest”), in its capacity as general partner to each of the Titan Vehicles; |
(19) | Brookfield Private Equity Group Holdings LP (“BPEGH”), as a limited partner of Titan Holdings and each of the Titan Vehicles; |
(20) | Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P. (“BAMPIC”), in its capacity as indirect owner of Longhorn, Aggregator and Sub-Aggregator; |
(21) | Brookfield Canada Adviser, LP (“BCA”), in its capacity as limited partner of BAMPIC; |
(22) | Brookfield Private Funds Holdings Inc. (“BPFH”), in is capacity as limited partner of BCA; |
(23) | Brookfield Holdings Canada Inc. (“BHC”), in its capacity as indirect shareholder of BUS and indirect owner of OGC (as defined below); |
(24) | Brookfield Capital Partners Ltd. (“BCPL”), in its capacity as indirect owner of Longhorn, Aggregator and Sub-Aggregator; |
(25) | Brookfield Private Equity Direct Investments Holdings LP (“BPE DIH”), in its capacity as the limited partner of Titan Holdings; |
(26) | Brookfield Private Equity Holdings LLC (“BPEH”), in its capacity as the member of Titan Co-Invest; |
(27) | Brookfield US Inc. (“BUS”), in its capacity as the member of BPEH; |
(28) | Brookfield Private Equity Inc. (“BPE”), in its capacity as the general partner of BPE DIH and BPEGH; |
(29) | Partners Limited (“Partners”), in its capacity as the shareholder of BAM; |
(30) | BAM, in its capacity as the shareholder of each of BHC and BPE and indirect owner of OGC (as defined below); |
(31) | Oaktree-Forrest Multi-Strategy, LLC (Series B) (“OAK-Forrest”) in its capacity as a direct owner of Common Stock; |
(32) | Oaktree Opps X Holdco Ltd. (“OAK Opps X Holdco”), in its capacity as a direct owner of Common Stock; |
(33) | OCM Opportunities Fund VII Delaware, L.P. (“OCM Fund VII”), in its capacity as a direct owner of Common Stock; |
(34) | OCM Opportunities Fund VII Delaware GP, Inc. (“OCM Fund VII GP”), in its capacity as the general partner of OCM Fund VII; |
(35) | OCM Opportunities Fund VII L.P. (“OCM Fund VII GP SH”), in its capacity as the sole shareholder of OCM Fund VII GP; |
(36) | OCM Opportunities Fund VII GP, L.P. (“OCM Opps Fund GP”), in its capacity as the general partner of OCM Fund VII GP SH; |
(37) | OCM Opportunities Fund VII GP Ltd. (“OCM Opps Fund GP Ltd.”), in its capacity as the general partner of OCM Opps Fund GP; |
(38) | Oaktree Opps VIIIb Holdco Ltd. (“OAK Opps VIIIb Holdco”), in its capacity as a direct owner of Common Stock; |
(39) | Oaktree Huntington Investment Fund, L.P. (“OAK HIF”), in its capacity as a direct owner of Common Stock; |
(40) | Oaktree Huntington Investment Fund GP, L.P. (“OAK HIF GP”), in its capacity as general partner of OAK HIF; |
(41) | Oaktree Huntington Investment Fund GP Ltd. (“OAK HIF GP Ltd.”), in its capacity as general partner of OAK HIF GP; |
(42) | Oaktree Opportunities Fund VIII (Parallel 2), L.P. (“OAK VIII Parallel 2”), in its capacity as a direct owner of Common Stock; |
(43) | Oaktree Opportunities Fund VIII GP, L.P. (“OAK VIII GP”), in its capacity as general partner of OAK VIII Parallel 2; |
(44) | Oaktree Opportunities Fund VIII GP Ltd. (“OAK VIII GP Ltd.”), in its capacity as general partner of OAK VIII Parallel 2 GP; |
(45) | Opps DGY Holdings, L.P. (“OAK DGY Holdings”), in its capacity as a direct owner of Common Stock; |
(46) | Oaktree Opportunities Fund X GP, L.P. (“OAK DGY Holdings GP”), in its capacity as general partner of OAK DGY Holdings; |
(47) | Oaktree Opportunities Fund X GP Ltd. (“OAK DGY Holdings GP Ltd.”), in its capacity as general partner of OAK DGY Holdings GP. |
(48) | Oaktree FF Investment Fund, L.P. - Class B (“OCM FB”), in its capacity as a direct owner of Common Stock; |
(49) | Oaktree FF Investment Fund GP, L.P. (“OCM FB GP”), in its capacity as the general partner of OCM FB; |
(50) | Oaktree FF Investment Fund GP Ltd. (“OCM FG GP Ltd.”), in its capacity as the general partner of OCM FB GP; |
(51) | Oaktree FF Investment Fund Class F Holdings, L.P. (“OCM FF”), in its capacity as a direct owner of Common Stock; |
(52) | Oaktree FF Investment Fund Class F Holdings GP, L.P. (“OCM FF GP”), in its capacity as the general partner of OAK FF; |
(53) | Oaktree FF Investment Fund Class F Holdings GP Ltd. (“OCM FF GP Ltd.”), in its capacity as the general partner of OAK FF GP; |
(54) | Oaktree Value Opportunities Fund Holdings, L.P. (“OAK VOF Holdings”); |
(55) | Oaktree Value Opportunities Fund GP, L.P. (“OAK VOF GP”), in its capacity as general partner of OAK VOF Holdings; |
(56) | Oaktree Value Opportunities Fund GP Ltd., in its capacity as the general partner of OAKVOF GP; |
(57) | Oaktree Opportunities Fund X Holdings (Delaware), L.P. (“OAK Fund X”), in its capacity as a direct owner of Common Stock; |
(58) | Oaktree Opportunities Fund Xb Holdings (Delaware) (“OAK Opps Xb”), in its capacity as a direct owner of Common Stock; |
(59) | Oaktree Opportunities Fund VIII Delaware, L.P. (“OAK Fund VIII”), in its capacity as a direct owner of Common Stock; |
(60) | Oaktree Opportunities Fund VIIIb Delaware, L.P. (“OAK Fund VIIIb”), in its capacity as a direct owner of Common Stock; |
(61) | OCM Opportunities Fund VIIb Delaware, L.P. (“OCM Opps VIIb” and together with OAK-Forrest, OAK Opps X, OAK Fund X, OAK Opps Xb, OCM Fund VII, OCM Opps VIIb, OAK Fund VIII, OAK Fund VIIIb, OAK Opps VIIb Holdco, OAK HIF, OAK VIII
Parallel 2, OAK DGY Holdings, OAK VOF Holdings OCM FB and OCM FF, the “Oaktree Investment Vehicles” and together with the “Brookfield Investment Vehicles,” the “Investment Vehicles”), in its capacity as a direct owner of Common
Stock, in its capacity as a direct owner of Common Stock; |
(62) | Oaktree Fund GP, LLC (“OAK GP”), in its capacity as general partner of OAK Fund X, OAK Opps Xb, OAK Fund VIII, OAK Fund VIIIb and OCM Opps VIIb; |
(63) | Oaktree Fund GP I, L.P. (“OAK GP I”), in its capacity as managing member of OAK GP; |
(64) | Oaktree Capital I, L.P. (“OAK Capital”), in its capacity as general partner of OAK GP I; |
(65) | OCM Holdings I, LLC (“OCM I”), in its capacity as general partner of OAK Capital; |
(66) | OCM Holdings, LLC (“OCM Holdings”), in its capacity as managing member of OCM I; |
(67) | Oaktree Capital Group, LLC (“OCG”), in its capacity as managing member of OCM Holdings; |
(68) | Oaktree Capital Management, L.P. (“OCM”), in its capacity as director of OCM FF GP Ltd., OCM FB GP Ltd., OCM HIF GP Ltd., OAK VIII GP Ltd., OAK Opps X Holdco,OCM Opps VII GP Ltd., OAK Opps X Holdco, OAK Opps VIIIb Holdco and OAK
VOF GP Ltd. and as duly appointed manager of OAK-Forrest; |
(69) | Oaktree Capital Management GP LLC (“OCM GP”), in its capacity as general partner of OCM; and |
(70) | Atlas OCM Holdings LLC (“Atlas OCM”), in its capacity as managing member of OCM GP. |
*Attached as Exhibit 2 is a copy of an agreement among the Reporting Persons that this Amendment No. 1 to Schedule 13G (this “Statement”) is being filed on behalf of each of them.
(b). | Address of Principal Business Office or, if none, Residence |
The address of each of BAM, BPE, BPE DIH, BCPL, BHC, BPFH, BCA, BAMPIC and BPEGH is:
Brookfield Place
181 Bay Street, Suite 330
Toronto, Ontario, Canada, M5J 2T3
The address of each of the Titan Vehicles, Titan Co-Invest, BPEH and BUS is:
Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281
The address of each of the Oaktree Investment Vehicles and Reporting Persons affiliated with OCM is:
333 S. Grand Avenue, 28th Floor
Los Angeles, CA 90071
(c) Citizenship. See Item 4 of each of the cover pages to this Statement.
(d) Title of Class of Securities. Common Stock
(e) CUSIP Number. 92840M102
Item 3. | Not applicable. |
Item 4. | Ownership |
(a)(b)(c) | Amount beneficially owned: |
As of December 31, 2019, each of the Investment Vehicles directly held and beneficially owned the shares of Common Stock indicated in the following table. Each of the Reporting Persons may share voting and investment
power as indicated in the paragraphs below the table. All calculations of percentages of beneficial ownership in this Item 4 and elsewhere in this Statement are based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December
31, 2019 as provided by the Issuer (the “Outstanding Shares”).
Investment Vehicle | Sole | Shared | Total | Beneficial Ownership | |||||
Titan Aggregator | 96,960 | 4,408,032.10 | 4,504,992.10 | 0.92% | |||||
Titan Sub-Aggregator | 200,264 | 5,271,964.75 | 5,472,228.75 | 1.12% | |||||
Titan Margin | 9,001,495 | 0 | 9,001,495 | 1.85% | |||||
Titan Holdings | 5,853,026 | 772,128 | 6,625,154 | 1.20% | |||||
Titan AC | 442,466 | 130,445 | 572,911 | 0.12% | |||||
Titan CN | 1,141 | 0 | 1,141 | Less than 0.01% | |||||
Titan DS | 139,838 | 1,929 | 141,767 | 0.03% | |||||
Titan FN | 223,384 | 35,374 | 258,758 | 0.05% | |||||
Titan GLH | 790 | 0 | 790 | Less than 0.01% | |||||
Titan HI | 676,360 | 74,744 | 751,104 | 0.15% | |||||
Titan ICG | 563,838 | 105,183 | 669,021 | 0.14% | |||||
Titan LB | 279,675 | 3,858 | 283,533 | 0.06% | |||||
Titan MCG | 1,291 | 0 | 1,291 | Less than 0.01% | |||||
Titan MRS | 562,650 | 7,884 | 570,534 | 0.12% | |||||
Titan RBS1 | 228,500 | 0 | 228,500 | 0.05% | |||||
Longhorn | 0 | 1,810,947 | 1,810,947 | 0.37% | |||||
OAK-Forrest | 692 | 0 | 692 | Less than 0.01% | |||||
OAK Opps X Holdco | 19,553 | 0 | 19,553 | Less than 0.01% | |||||
OAK Fund X | 6,103,539 | 0 | 6,103,539 | 1.25% | |||||
OAK Opps Xb | 1,000,000 | 0 | 1,000,000 | 0.21% | |||||
OCM Fund VII | 244 | 0 | 244 | Less than 0.01% | |||||
OCM Opps VIIb | 4,383 | 0 | 4,383 | Less than 0.01% | |||||
OAK Fund VIII | 1,909 | 0 | 1,909 | 0.00% | |||||
OAK Fund VIIIb | 6,100,267 | 0 | 6,100,267 | 1.25% | |||||
OAK Opps VIIb Holdco | 722,473 | 0 | 722,473 | 0.15% | |||||
OAK HIF | 454 | 0 | 454 | Less than 0.01% | |||||
OAK VIII Parallel 2 | 60 | 0 | 60 | Less than 0.01% | |||||
OAK DGY | 11,949,197 | 0 | 11,949,197 | 2.45% | |||||
OCM FB | 154 | 0 | 154 | Less than 0.01% | |||||
OCM FF | 333,557 | 0 | 333,557 | 0.07% | |||||
OAK VOF Holdings | 1,041,573 | 0 | 1,041,573 | 0.21% |
Following the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of March 13, 2019, by and among OCG, BAM and other parties thereto, as reported by OCG on a Current Report on
Form 8-K, dated October 4, 2019, BAM and certain of its affiliates may be deemed to constitute a “group” (within the meaning of the Act and Rule 13d-5 thereunder) that beneficially owns 47,360,680 shares of Common Stock (including 27,278,055
shares of Common Stock beneficially owned by the Oaktree Investment Vehicles), constituting 9.71% of the Outstanding Shares.
1 As of the date of this filing, Titan RBS has sole voting and dispositive power over 3,330 shares of Common Stock constituting less than 0.01% of the Outstanding
Shares.
Each of (i) BPE DIH, as a limited partner of Titan Holdings, (ii) BPEGH, as a limited partner of Titan Holdings and each of the Titan Vehicles, (ii) BPE, as the general partner of BPE DIH and BPEGH, (iii) Titan
Co-Invest, as the general partner of each of the Titan Vehicles, (iv) BPEH, as a member of Titan Co-Invest, (v) BUS, as a member of BPEH, (vi) BHC, as indirect shareholder of BUS, (vii) BAM, as limited partner of BPE and shareholder of BHC,
(viii) Partners, as shareholder of BAM, (ix) BCPL and BAMPIC, as indirect owners of Longhorn, Aggregator and Sub-Aggregator, (x) BCA, as limited partner of BAMPIC, (xi) BPFH, as limited partner of BCA, and (xii) BHC, as shareholder of BPFH, may
be deemed to share with the Titan Vehicles beneficial ownership of their shares of Common Stock.
Each of (i) Atlas OCM as the managing member of OCP GP, (ii) OCP GP as the general partner of OCM, and (iii) OCM may be deemed to share with OCM FF GP Ltd., OCM FB GP Ltd., OCM HIF GP Ltd., OAK VIII GP Ltd., OAK Opps
X Holdco, OCM Opps VII GP Ltd., OAK Opps X Holdco, OAK Opps VIIIb Holdco and OAK VOF GP Ltd. and OAK-Forrest beneficial ownership of their shares of Common Stock.
Each of (i) OCG as the managing member of OCM Holdings, (ii) OCM Holdings as the management member of OCM I, (iii) OCM I as the general partner of OAK Capital may be deemed to share with OAK Fund X, OAK Opps Xb, OAK
Fund VIII, OAK Fund VIIIb and OCM Opps VIIb beneficial ownership of their shares of Common Stock.
Additionally, by virtue of various agreements and arrangements with Seismic Holding LLC (“Seismic”), BAM and certain of the Brookfield Investment Vehicles may be deemed to constitute a “group” (within the meaning of
the Act and Rule 13d-5 thereunder) with Seismic that beneficially owns 70,241,781 shares of Common Stock (including 22,881,101 shares beneficially owned by Seismic and 27,278,0552 shares beneficially owned by the Oaktree Investment Vehicles), constituting 14.40% of the Outstanding Shares.
Pursuant to Rule 13d-4 of the Act the filings by the Reporting Persons of this Amendment No. 1 to Schedule 13G does not constitute, and should 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 Act, the beneficial owner of any securities covered by this Statement except to the extent of such person’s pecuniary interest in the shares of Common Stock, and except to the extent of its
pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person. Moreover, each of the Reporting Persons expressly disclaims, to the extent permitted by applicable law, the existence of a “group” (within the
meaning of the Act and Rule 13d-5 thereunder) involving Seismic and beneficial ownership of all any and all shares of Common Stock owned by Seismic, including through certain of the Reporting Persons.
Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information provided by another
Reporting Person.
2 As disclosed by the Issuer in its definitive proxy statement filed with the SEC on April 25, 2019.
Clients of certain of the Reporting Persons have or may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of securities held in their accounts. No such
client is known to have such right or power with respect to more than 5% of the class of securities to which this report relates.
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 5 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 or Control Person |
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 |
Not applicable
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2020
BROOKFIELD ASSET MANAGEMENT, INC. | |||
By: | /s/ Jessica Diab | ||
Name: | Jessica Diab | ||
Title: | Senior Associate – Legal & Regulatory | ||
PARTNERS LIMITED | |||
By: | /s/ Brian Lawson | ||
Name: | Brian Lawson | ||
Title: | Director | ||
BROOKFIELD PRIVATE EQUITY, INC. | |||
By: | /s/ A.J. Silber | ||
Name: | A.J. Silber | ||
Title: | Director | ||
BROOKFIELD US INC. | |||
By: | /s/ Karly Dyck | ||
Name: | Karly Dyck | ||
Title: | Secretary | ||
BROOKFIELD PRIVATE EQUITY HOLDINGS LLC | |||
By: | /s/ Kristen Haase | ||
Name: | Kristen Haase | ||
Title: | Senior Vice-President |
BROOKFIELD PRIVATE EQUITY DIRECT INVESTMENTS HOLDINGS LP | |||
By: Brookfield Private Equity, Inc., its general partner: | |||
By: | /s/ A.J. Silber | ||
Name: | A.J. Silber | ||
Title: | Director | ||
BROOKFIELD CAPITAL PARTNERS LTD. | |||
By: | /s/ A.J. Silber | ||
Name: | A.J. Silber | ||
Title: | Director | ||
BROOKFIELD HOLDINGS CANADA INC. | |||
By: | /s/ Karly Dyck | ||
Name: | Karly Dyck | ||
Title: | Vice-President | ||
BROOKFIELD PRIVATE FUNDS HOLDINGS INC. | |||
By: | /s/ A.J. Silber | ||
Name: | A.J. Silber | ||
Title: | Director | ||
BROOKFIELD CANADA ADVISER, LP | |||
By: Brookfield Private Funds Holdings Inc., its general partner: | |||
By: | /s/ Karly Dyck | ||
Name: | Karly Dyck | ||
Title: | Senior Vice-President |
BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (CANADA), L.P. | |||
By: Brookfield Private Funds Holdings, Inc., its general partner: | |||
By: | /s/ Karly Dyck | ||
Name: | Karly Dyck | ||
Title: | Senior Vice-President | ||
TITAN CO-INVESTMENT GP, LLC | |||
By: | /s/ Kristen Haase | ||
Name: | Kristen Haase | ||
Title: | Senior Vice-President | ||
BROOKFIELD PRIVATE EQUITY GROUP HOLDINGS LP | |||
By: Brookfield Private Equity, Inc., its general partner: | |||
By: | /s/ A.J. Silber | ||
Name: | A.J. Silber | ||
Title: | Director | ||
BROOKFIELD TITAN HOLDINGS LP | |||
By: Titan Co-Investment GP, LLC, its general partner: | |||
By: | /s/ Kristen Haase | ||
Name: | Kristen Haase | ||
Title: | Vice-President and Secretary |
BCP TITAN MARGIN AGGREGATOR, L.P. | |||
By: Titan Margin Investment GP LLC, its general partner: | |||
By: | /s/ Kristen Haase | ||
Name: | Kristen Haase | ||
Title: | Vice-President and Secretary | ||
TITAN MARGIN INVESTMENT GP LLC | |||
By: | /s/ Kristen Haase | ||
Name: | Kristen Haase | ||
Title: | Vice-President and Secretary | ||
TITAN CO-INVESTMENT-AC, L.P. | |||
By: Titan Co-Investment GP, LLC, its general partner: | |||
By: | /s/ Kristen Haase | ||
Name: | Kristen Haase | ||
Title: | Vice-President and Secretary | ||
TITAN CO-INVESTMENT-CN, L.P. | |||
By: Titan Co-Investment GP, LLC, its general partner: | |||
By: | /s/ Kristen Haase | ||
Name: | Kristen Haase | ||
Title: | Vice-President and Secretary |
TITAN CO-INVESTMENT-DS, L.P. | |||
By: Titan Co-Investment GP, LLC, its general partner: | |||
By: | /s/ Kristen Haase | ||
Name: | Kristen Haase | ||
Title: | Vice-President and Secretary | ||
TITAN CO-INVESTMENT-FN, L.P. | |||
By: Titan Co-Investment GP, LLC, its general partner: | |||
By: | /s/ Kristen Haase | ||
Name: | Kristen Haase | ||
Title: | Vice-President and Secretary | ||
TITAN CO-INVESTMENT-GLH, L.P. | |||
By: Titan Co-Investment GP, LLC, its general partner: | |||
By: | /s/ Kristen Haase | ||
Name: | Kristen Haase | ||
Title: | Vice-President and Secretary | ||
TITAN CO-INVESTMENT-HI, L.P. | |||
By: Titan Co-Investment GP, LLC, its general partner: | |||
By: | /s/ Kristen Haase | ||
Name: | Kristen Haase | ||
Title: | Vice-President and Secretary |
TITAN CO-INVESTMENT-ICG, L.P. | |||
By: Titan Co-Investment GP, LLC, its general partner: | |||
By: | /s/ Kristen Haase | ||
Name: | Kristen Haase | ||
Title: | Vice-President and Secretary | ||
TITAN CO-INVESTMENT-LB, L.P. | |||
By: Titan Co-Investment GP, LLC, its general partner: | |||
By: | /s/ Kristen Haase | ||
Name: | Kristen Haase | ||
Title: | Vice-President and Secretary | ||
TITAN CO-INVESTMENT-MCG, L.P. | |||
By: Titan Co-Investment GP, LLC, its general partner: | |||
By: | /s/ Kristen Haase | ||
Name: | Kristen Haase | ||
Title: | Vice-President and Secretary | ||
TITAN CO-INVESTMENT-MRS, L.P. | |||
By: Titan Co-Investment GP, LLC, its general partner: | |||
By: | /s/ Kristen Haase | ||
Name: | Kristen Haase | ||
Title: | Vice-President and Secretary |
TITAN CO-INVESTMENT-RBS, L.P. | |||
By: Titan Co-Investment GP, LLC, its general partner: | |||
By: | /s/ Kristen Haase | ||
Name: | Kristen Haase | ||
Title: | Vice-President and Secretary | ||
BCP TITAN AGGREGATOR, L.P. | |||
By: Titan Co-Investment GP, LLC, its general partner: | |||
By: | /s/ Kristen Haase | ||
Name: | Kristen Haase | ||
Title: | Vice-President and Secretary | ||
BCP TITAN SUB AGGREGATOR, L.P. | |||
By: Titan Co-Investment GP, LLC, its general partner: | |||
By: | /s/ Kristen Haase | ||
Name: | Kristen Haase | ||
Title: | Vice-President and Secretary | ||
LONGHORN CAPITAL GS LP | |||
By: Longhorn Capital Ltd., its general partner: | |||
By: | /s/ A.J. Silber | ||
Name: | A.J. Silber | ||
Title: | Authorized Signatory |
OAKTREE CAPITAL MANAGEMENT, LP | |||
By: | /s/ Jordan Mikes | ||
Name: | Jordan Mikes | ||
Title: | Senior Vice President | ||
OAKTREE FF INVESTMENT FUND CLASS F HOLDINGS, L.P. | |||
By: | Oaktree FF Investment Fund GP, Ltd. | ||
Its: | General Partner | ||
By: | Oaktree Capital Management, LP | ||
Its: | Director | ||
By: | /s/ Jordan Mikes | ||
Name: | Jordan Mikes | ||
Title: | Senior Vice President | ||
OAKTREE FF INVESTMENT FUND GP, LTD. | |||
By: | Oaktree Capital Management, LP | ||
Its: | Director | ||
By: | /s/ Jordan Mikes | ||
Name: | Jordan Mikes | ||
Title: | Senior Vice President | ||
OAKTREE FF INVESTMENT FUND, L.P. - CLASS B | |||
By: | Oaktree FF Investment Fund GP, L.P. | ||
Its: | General Partner | ||
By: | Oaktree FF Investment Fund GP Ltd. | ||
Its: | General Partner | ||
By: | Oaktree Capital Management, L.P. | ||
Its: | Director | ||
By: | /s/ Jordan Mikes | ||
Name: | Jordan Mikes | ||
Title: | Senior Vice President |
OAKTREE FF INVESTMENT FUND GP, L.P. | |||
By: | Oaktree FF Investment Fund GP Ltd. | ||
Its: | General Partner | ||
By: | Oaktree Capital Management, L.P. | ||
Its: | Director | ||
By: | /s/ Jordan Mikes | ||
Name: | Jordan Mikes | ||
Title: | Senior Vice President | ||
OAKTREE FF INVESTMENT FUND GP LTD. | |||
By: | Oaktree Capital Management, L.P. | ||
Its: | Director | ||
By: | /s/ Jordan Mikes | ||
Name: | Jordan Mikes | ||
Title: | Senior Vice President | ||
OAKTREE HUNTINGTON INVESTMENT FUND, L.P. | |||
By: | Oaktree Huntington Investment Fund GP, L.P. | ||
Its: | General Partner | ||
By: | Oaktree Huntington Investment Fund GP Ltd. | ||
Its: | General Partner | ||
By: | Oaktree Capital Management, L.P. | ||
Its: | Director | ||
By: | /s/ Jordan Mikes | ||
Name: | Jordan Mikes | ||
Title: | Senior Vice President |
OAKTREE HUNTINGTON INVESTMENT FUND GP, L.P. | |||
By: | Oaktree Huntington Investment Fund GP Ltd. | ||
Its: | General Partner | ||
By: | Oaktree Capital Management, L.P. | ||
Its: | Director | ||
By: | /s/ Jordan Mikes | ||
Name: | Jordan Mikes | ||
Title: | Senior Vice President | ||
OAKTREE HUNTINGTON INVESTMENT FUND GP LTD. | |||
By: | Oaktree Capital Management, L.P. | ||
Its: | Director | ||
By: | /s/ Jordan Mikes | ||
Name: | Jordan Mikes | ||
Title: | Senior Vice President | ||
OAKTREE OPPORTUNITIES FUND VIII (PARALLEL 2), L.P. | |||
By: | Oaktree Opportunities Fund VIII GP, L.P. | ||
Its: | General Partner | ||
By: | Oaktree Opportunities Fund VIII GP Ltd. | ||
Its: | General Partner | ||
By: | Oaktree Capital Management, L.P. | ||
Its: | Director | ||
By: | /s/ Jordan Mikes | ||
Name: | Jordan Mikes | ||
Title: | Senior Vice President |
OAKTREE OPPORTUNITIES FUND VIII GP, L.P. | |||
By: | Oaktree Opportunities Fund VIII GP Ltd. | ||
Its: | General Partner | ||
By: | Oaktree Capital Management, L.P. | ||
Its: | Director | ||
By: | /s/ Jordan Mikes | ||
Name: | Jordan Mikes | ||
Title: | Senior Vice President | ||
OAKTREE OPPORTUNITIES FUND VIII GP LTD. | |||
By: | Oaktree Capital Management, L.P. | ||
Its: | Director | ||
By: | /s/ Jordan Mikes | ||
Name: | Jordan Mikes | ||
Title: | Senior Vice President | ||
OAKTREE OPPS VIIIB HOLDCO LTD. | |||
By: | Oaktree Capital Management, L.P. | ||
Its: | Director | ||
By: | /s/ Jordan Mikes | ||
Name: | Jordan Mikes | ||
Title: | Senior Vice President | ||
OAKTREE OPPS X HOLDCO LTD. | |||
By: | Oaktree Capital Management, L.P. | ||
Its: | Director | ||
By: | /s/ Jordan Mikes | ||
Name: | Jordan Mikes | ||
Title: | Senior Vice President |
OAKTREE VALUE OPPORTUNITIES FUND HOLDINGS, L.P. | |||
By: | Oaktree Value Opportunities Fund GP, L.P. | ||
Its: | General Partner | ||
By: | Oaktree Value Opportunities Fund GP Ltd. | ||
Its: | General Partner | ||
By: | Oaktree Capital Management, L.P. | ||
Its: | Director | ||
By: | /s/ Jordan Mikes | ||
Name: | Jordan Mikes | ||
Title: | Senior Vice President | ||
OAKTREE VALUE OPPORTUNITIES FUND GP, L.P. | |||
By: | Oaktree Value Opportunities Fund GP Ltd. | ||
Its: | General Partner | ||
By: | Oaktree Capital Management, L.P. | ||
Its: | Director | ||
By: | /s/ Jordan Mikes | ||
Name: | Jordan Mikes | ||
Title: | Senior Vice President | ||
OAKTREE VALUE OPPORTUNITIES FUND GP LTD. | |||
By: | Oaktree Capital Management, L.P. | ||
Its: | Director | ||
By: | /s/ Jordan Mikes | ||
Name: | Jordan Mikes | ||
Title: | Senior Vice President |
OCM OPPORTUNITIES FUND VII DELAWARE, L.P. | |||
By: | OCM Opportunities Fund VII Delaware GP, Inc. | ||
Its: | General Partner | ||
By: | /s/ Jordan Mikes | ||
Name: | Jordan Mikes | ||
Title: | Authorized Signatory | ||
OCM OPPORTUNITIES FUND VII DELAWARE GP, INC. | |||
By: | /s/ Jordan Mikes | ||
Name: | Jordan Mikes | ||
Title: | Authorized Signatory | ||
OAKTREE-FORREST MULTI-STRATEGY, LLC (SERIES B) | |||
By: | Oaktree Capital Management, L.P. | ||
Its: | Manager | ||
By: | /s/ Jordan Mikes | ||
Name: | Jordan Mikes | ||
Title: | Senior Vice President | ||
OPPS DGY HOLDINGS, L.P. | |||
By: | Oaktree Opportunities Fund IX GP, L.P. | ||
Its: | General Partner | ||
By: | Oaktree Opportunities Fund IX GP Ltd. | ||
Its: | General Partner | ||
By: | Oaktree Capital Management, L.P. | ||
Its: | Director | ||
By: | /s/ Jordan Mikes | ||
Name: | Jordan Mikes | ||
Title: | Senior Vice President |
OAKTREE OPPORTUNITIES FUND IX GP, L.P. | |||
By: | Oaktree Opportunities Fund IX GP Ltd. | ||
Its: | General Partner | ||
By: | Oaktree Capital Management, L.P. | ||
Its: | Director | ||
By: | /s/ Jordan Mikes | ||
Name: | Jordan Mikes | ||
Title: | Senior Vice President | ||
OAKTREE OPPORTUNITIES FUND IX GP LTD. | |||
By: | Oaktree Capital Management, L.P. | ||
Its: | Director | ||
By: | /s/ Jordan Mikes | ||
Name: | Jordan Mikes | ||
Title: | Senior Vice President | ||
OAKTREE OPPORTUNITIES FUND VIII DELAWARE, L.P. | |||
By: | Oaktree Fund GP, LLC | ||
Its: | General Partner | ||
By: | Oaktree Fund GP I, L.P. | ||
Its: | Managing Member | ||
By: | /s/ Jordan Mikes | ||
Name: | Jordan Mikes | ||
Title: | Authorized Signatory | ||
OAKTREE FUND GP, LLC | |||
By: | Oaktree Fund GP I, L.P. | ||
Its: | Managing Member | ||
By: | /s/ Jordan Mikes | ||
Name: | Jordan Mikes | ||
Title: | Authorized Signatory |
OAKTREE FUND GP I, L.P. | |||
By: | /s/ Jordan Mikes | ||
Name: | Jordan Mikes | ||
Title: | Authorized Signatory | ||
OAKTREE OPPORTUNITIES FUND VIIIB DELAWARE, L.P. | |||
By: | Oaktree Fund GP, LLC | ||
Its: | General Partner | ||
By: | Oaktree Fund GP I, L.P. | ||
Its: | Managing Member | ||
By: | /s/ Jordan Mikes | ||
Name: | Jordan Mikes | ||
Title: | Authorized Signatory | ||
OAKTREE OPPORTUNITIES FUND X HOLDINGS (DELAWARE), L.P. | |||
By: | Oaktree Fund GP, LLC | ||
Its: | General Partner | ||
By: | Oaktree Fund GP I, L.P. | ||
Its: | Managing Member | ||
By: | /s/ Jordan Mikes | ||
Name: | Jordan Mikes | ||
Title: | Authorized Signatory | ||
Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. | |||
By: | Oaktree Fund GP, LLC | ||
Its: | General Partner | ||
By: | Oaktree Fund GP I, L.P. | ||
Its: | Managing Member | ||
By: | /s/ Jordan Mikes | ||
Name: | Jordan Mikes | ||
Title: | Authorized Signatory |
OCM OPPORTUNITIES FUND VIIB DELAWARE, L.P. | |||
By: | Oaktree Fund GP, LLC | ||
Its: | General Partner | ||
By: | Oaktree Fund GP I, L.P. | ||
Its: | Managing Member | ||
By: | /s/ Jordan Mikes | ||
Name: | Jordan Mikes | ||
Title: | Authorized Signatory | ||
OAKTREE CAPITAL MANAGEMENT GP, LLC | |||
By: | Atlas OCM Holdings, LLC. | ||
Its: | Managing Member | ||
By: | Oaktree New Holdings, LLC | ||
Its: | Member | ||
By: | /s/ Jordan Mikes | ||
Name: | Jordan Mikes | ||
Title: | Senior Vice President | ||
ATLAS OCM HOLDINGS, LLC | |||
By: | Oaktree New Holdings, LLC | ||
Its: | Member | ||
By: | /s/ Jordan Mikes | ||
Name: | Jordan Mikes | ||
Title: | Senior Vice President |
EXHIBIT INDEX
Exhibit No. | |
Joint Filing Agreement, dated February 14, 2020 |
94