Filing Details

CUSIP No. G89479102

SCHEDULE 13D

Page 2 of 18

1	NAME OF REPORTING PERSON   OCM NJORD HOLDINGS S.À R.L.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☐ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Luxembourg

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   53,252,767
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   53,252,767
	10	SHARED DISPOSITIVE POWER   0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   53,252,767
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   71.2% (1)
14	TYPE OF REPORTING PERSON   OO

(1) Solely in its capacity as the majority shareholder of OCM Luxembourg OPPS IX S.à r.l.

(1) Solely in its capacity as the general partner of Oaktree Opportunities Fund IX, L.P.

 

 

(1) Solely in its capacity as the sole managing member of Oaktree Capital Management GP, LLC.

Item 1. Security and Issuer

Item 2. Identity and Background

 

(a) - (c), (f) This Schedule 13D is filed as a joint statement pursuant to Rule 13d-1(k) under the Act by each of the following persons (collectively, the “Reporting Persons”):

 

i) OCM Njord Holdings S.à r.l. (“Njord Luxco”), a Société à responsabilité limitée incorporated in Luxembourg, whose principal business is to hold the Shares reported herein;

ii) OCM Luxembourg OPPS IX S.à r.l. (“OPPS IX”), a a Société à responsabilité limitée incorporated in Luxembourg, whose principal business is to act as a shareholder or holding vehicle for certain investments from time to time;

iii) Oaktree Opportunities Fund IX, L.P. (“Fund IX”), a Cayman Islands exempted limited partnership whose principal business is to make investments in accordance with its established purpose and other applicable terms of its limited partnership agreement;

iv) Oaktree Opportunities Fund IX GP, L.P. (“Fund IX GP LP”), a Cayman Islands exempted limited partnership whose principal business is to serve as, and perform the functions of, general partner of Fund IX;

v) Oaktree Opportunities Fund IX GP, Ltd. (“Fund IX GP Ltd”), a Cayman Islands exempted company whose principal business is to serve as, and perform the functions of, general partner of Fund IX GP LP;

vi) Oaktree Capital Management, L.P. (“Management”), a Delaware limited partnership and a registered investment adviser under the Investment Advisers Act of 1940, as amended, whose principal business is to provide investment advisory services to certain investment funds and accounts, including Fund IX;

vii) Oaktree Capital Management GP LLC (“Management GP”), a Delaware limited liability company, whose principal business is to serve as, and perform the functions of, general partner of Management;

viii) Atlas OCM Holdings LLC (“Atlas”), a Delaware limited liability, whose principal business is to serve as, and perform the functions of, the manager of Management GP;

ix) Oaktree Capital Group, LLC (“OCG”), a Delaware limited liability company whose principal business is to act as the holding company and controlling entity of each of the general partner and investment adviser of certain investment funds and separately managed accounts, including Atlas; and

x) Oaktree Capital Group Holdings GP, LLC (“OCGH”), a Delaware limited liability company whose principal business is to serve as, and perform the functions of, the indirect owner of the class B units of each of OCG and Atlas.

xi) Brookfield Asset Management Inc. (“BAM”), a Canadian corporation, in its capacity as the indirect owner of the class A units of each of OCG and Atlas; and

xii) Partners Limited (“Partners”), a Canadian corporation, in its capacity as the sole owner of Class B Limited Voting Shares of BAM.

 

Set forth in the attached Annex A is a listing of the directors, executive officers, members and general partners, as applicable, of each Reporting Person (collectively, the “Covered Persons”), and Annex A is incorporated by reference into this Item 2. Each of the Covered Persons that is a natural person is a United States citizen.

The principal business address of each of Njord Luxco and OPPS IX is 26A Boulevard Royal, L-2449 Luxembourg, Grand-Duchy of Luxembourg. The principal business address of the remaining Reporting Persons and Covered Persons is c/o Oaktree Capital Group Holdings GP, LLC, 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071.

(d) and (e) During the last five years, none of the Reporting Persons and, to the best of their knowledge, none of the Covered Persons: (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3. Source and Amount of Funds or Other Consideration

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

 

 

CUSIP No. G89479102

SCHEDULE 13D

Page 18 of 18

September 11, 2020

 

 

ANNEX A

 

Each of the individuals identified in this Annex A disclaim beneficial ownership over the Shares reported herein.

 

The majority shareholder of OCM Njord Holdings S.à r.l. is OCM Luxembourg OPPS IX S.à r.l.

The majority shareholder of OCM Luxembourg OPPS IX S.à r.l. is Oaktree Opportunities Fund IX, L.P. 

The general partner of Oaktree Opportunities Fund IX, L.P. is Oaktree Opportunities Fund IX GP, L.P.

Oaktree Opportunities Fund IX GP, Ltd. 

The sole director of Oaktree Opportunities Fund IX GP, Ltd. is Oaktree Capital Management, L.P.

The general partner of Oaktree Capital Management, L.P. is Oaktree Capital Management GP, LLC.

The general partner of Oaktree Capital Management GP, LLC is Atlas OCM Holdings, LLC.

The name and principal occupation of each of the directors and executive officers of Oaktree Capital Group, LLC are listed below.

Oaktree Capital Group Holdings GP, LLC is managed by an executive committee. The name and principal occupation of each of the members of the executive committee of Oaktree Capital Group Holdings GP, LLC and its executive officers are listed below.

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
M. Elyse Allan, Director		181 Bay Street, Suite 210, Toronto, Ontario M5J 2T3, Canada		Corporate Director		U.S.A. and Canada
Jeffrey M. Blidner, Vice Chair and Director		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Vice Chair of Brookfield		Canada
Angela F. Braly, Director		832 Alverna Drive, Indianapolis, Indiana 46260 U.S.A.		Corporate Director		U.S.A.
Jack L. Cockwell, Director		51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada		Chair of Brookfield Partners Foundation		Canada
Marcel R. Coutu, Director		c/o Suite 1210 225 - 6th Ave. S.W., Calgary, Alberta T2P 1N2		Corporate Director		Canada
Murilo Ferreira, Director		Rua General Venãncio Flores, 50 Cob 01, Leblon Rio de Janeiro, RJ 22441-090		Former Chief Executive Officer of Vale SA		Brazil
J. Bruce Flatt, Director and Managing Partner and Chief Executive Officer		One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K.		Managing Partner and Chief Executive Officer of Brookfield		Canada
Maureen Kempston Darkes, Director		10 Avoca Avenue, Unit 1904, Toronto, Ontario M4T 2B7		Corporate Director		Canada
Brian W. Kingston, Managing Partner, Chief Executive Officer Real Estate		250 Vesey Street, 15th Floor, New York, NY 10281-1023 U.S.A.		Managing Partner, Chief Executive Officer Real Estate of Brookfield		Canada

Brian D. Lawson, Vice Chair and Director		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Vice Chair of Brookfield		Canada
Cyrus Madon, Managing Partner, Chief Executive Officer Private Equity		181 Bay Street, Suite300, Toronto, Ontario M5J 2T3, Canada		Managing Partner, Chief Executive Officer Private Equity of Brookfield		Canada
Frank J. McKenna, Director		TDCT Tower 161 Bay Street, 35th Floor Toronto, Ontario M5J 2T2, Canada		Chair of Brookfield and Deputy Chair of TD Bank Group, Wholesale		Canada
Rafael Miranda, Director		C/Santiago de Compostela 100 28035 Madrid, Spain		Corporate Director		Spain
Janice Fukakusa, Director		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Corporate Director		Canada
Lord Augustine Thomas O’Donnell, Director		Frontier Economics, 71 High Holborn, London U.K. WC1V 6DA		Chairman of Frontier Economics Limited		United Kingdom
Lori Pearson, Managing Partner and Chief Operating Officer		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Managing Partner and Chief Operating Officer of Brookfield		Canada
Samuel J.B. Pollock, Managing Partner, Chief Executive Officer Infrastructure		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Managing Partner, Chief Executive Officer Infrastructure of Brookfield		Canada
Seek Ngee Huat, Director		501 Orchard Road, #08 - 01 Wheelock Place, Singapore 238880		Chairman, Global Logistic Properties		Singapore
Sachin G. Shah, Managing Partner, Chief Executive Officer Renewable Power		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Managing Partner, Chief Executive Officer Renewable Power of Brookfield		Canada
Diana L. Taylor, Director		c/o Bloomberg, Philanthropies, 25 East 78th Street, New York, N.Y. 10075		Corporate Director		U.S.A. and Canada
Justin Beber, Managing Partner, Head of Corporate Strategy and Chief Legal Officer		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Managing Partner, Head of Corporate Strategy and Chief Legal Officer of Brookfield		Canada
Howard S. Marks, Director		c/o Oaktree Capital Management, L.P., 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071		Co-Chairman, Oaktree Capital Management		U.S.A
Nicholas H. Goodman, Managing Partner and Chief Financial Officer		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Managing Partner and Chief Financial Officer of Brookfield		United Kingdom
Craig Noble, Managing Partner, Chief Executive Officer Alternative Investments		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Managing Partner, Chief Executive Officer Alternative Investments of Brookfield		Canada

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
Jack L. Cockwell, Director and Chairman of the Board		51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada		Chairman of Brookfield Partners Foundation		Canada
Brian W. Kingston, Director		250 Vesey Street, 15th Floor, New York, NY 10281-1023 U.S.A.		Managing Partner, Chief Executive Real Estate of Brookfield		Canada
Brian D. Lawson, Director and President		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Vice Chair of Brookfield		Canada
Cyrus Madon, Director		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Managing Partner, Chief Executive Officer Private Equity of Brookfield		Canada
Timothy R. Price, Director		51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada		Corporate Director		Canada
Samuel J.B. Pollock, Director		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Managing Partner, Chief Executive Officer Infrastructure of Brookfield		Canada
Sachin G. Shah, Director		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Managing Partner, Chief Executive Officer Renewable Power of Brookfield		Canada
Lisa Chu, Treasurer		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Senior Vice President - Finance of Brookfield		Canada
Lorretta Corso, Secretary		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Administrator, Corporate Secretary of Brookfield		Canada
Tim Wang, Assistant Secretary		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Manager, Capital Markets and Treasury of Brookfield		Canada