Filing Details

EXCO RESOURCES, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

269279402

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
	August 10, 2016
	(Date of Event which Requires Filing of this Statement)

 

____________________________

 

 

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SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

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* Solely in its capacity as general partner of OCM Principal Opportunities Fund III, L.P. and OCM Principal Opportunities Fund IIIA, L.P.

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* Solely in its capacity as the sole shareholder of OCM Principal Opportunities Fund IV GP Ltd. and Oaktree Value Opportunities Fund GP Ltd. and general partner of OCM Principal Opportunities Fund III GP, L.P.

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* Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.

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* Solely in its capacity as the general partner of Oaktree Capital I, L.P.

SCHEDULE 13D

SCHEDULE 13D

 

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* Solely in its capacity as the general partner of Oaktree Capital Management, L.P.

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* Solely in its capacity as the managing member of Oaktree Holdings, LLC and sole shareholder of Oaktree Holdings, Inc.

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* Solely in its capacity as the manager of Oaktree Capital Group, LLC.

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

Item 1.             Security and Issuer

 

This Amendment No. 6 (this “Amendment No. 6”), filed jointly by Oaktree Capital Management, L.P., a Delaware limited partnership (“Oaktree LP”), OCM Principal Opportunities Fund III GP, L.P., a Delaware limited partnership (“Fund III GP”), OCM Principal Opportunities Fund III, L.P., a Delaware limited partnership (“Fund III”), OCM Principal Opportunities Fund IIIA, L.P., a Delaware limited partnership (“Fund IIIA”), OCM Principal Opportunities Fund IV GP Ltd., a Cayman Islands company (“Fund IV GP Ltd.”), OCM Principal Opportunities Fund IV GP, L.P., a Cayman Islands limited partnership (“Fund IV GP”), OCM Principal Opportunities Fund IV, L.P., a Cayman Islands limited partnership (“Fund IV”), OCM EXCO Holdings, LLC, a Delaware limited liability company (“OCM EXCO”), OCM Principal Opportunities Fund IV Delaware, L.P., a Delaware limited partnership (“Fund IV Delaware”), OCM Principal Opportunities Fund IV Delaware GP Inc., a Delaware corporation (“Fund IV Delaware GP”), Oaktree Holdings, Inc., a Delaware corporation (“Holdings Inc.”), Oaktree Fund GP I, L.P., a Delaware limited partnership (“GP I”), Oaktree Capital I, L.P., a Delaware limited partnership (“Capital I”), OCM Holdings I, LLC, a Delaware limited liability company (“Holdings I”), Oaktree Holdings, LLC, a Delaware limited liability company (“Holdings”), Oaktree Capital Group, LLC, a Delaware limited liability company (“OCG”), Oaktree Capital Group Holdings, L.P., a Delaware limited partnership, Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (“OCGH GP”), Oaktree Value Opportunities Fund Holdings, L.P., a Delaware limited partnership (“VOF Holdings”), Oaktree Value Opportunities Fund GP, L.P., a Cayman Islands limited partnership (“VOFGP”), and Oaktree Value Opportunities Fund GP Ltd., a Cayman Islands limited company (“VOF GP Ltd.”) (together, the “Reporting Persons”), amends and supplements the statement on Schedule 13D filed on April 9, 2007, as amended by Amendment No. 1 filed on August 30, 2007, Amendment No. 2 filed on July 22, 2008, Amendment No. 3 filed on November 2, 2010, Amendment No. 4 filed on January 26, 2011 and Amendment No. 5 filed on January 14, 2014 (as so amended, the “Schedule 13D”).

 

Capitalized terms used in this Amendment No. 6 and not otherwise defined herein have the respective meanings given in the Schedule 13D.  Unless set forth below, all previous Items set forth in the Schedule 13D remain unchanged. The filing of this Amendment No. 6 shall not be construed to be an admission by the Reporting Persons that a material change has occurred in the facts set forth in the Schedule 13D or that this Amendment No. 6 is required under Rule 13d-2 of the Securities Exchange Act of 1934, as amended.

Item 2.    Identity and Background

(a)-(c) & (f)

Item 2 of the Schedule 13D is hereby amended and supplemented by replacing the previously filed Annex A relating to the directors, executive officers, members and general partners, as applicable, of each Reporting Person (collectively, the “Covered Persons”) with the Annex A filed herewith.

(d)-(e)

During the last five years, none of the Reporting Persons, or to the best of their knowledge, any 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 proceedings 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 4.    Purpose of the Transaction

 

Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

On August 10, 2016, Fund III sold 649,610 shares of Common Stock, Fund IIIA sold 11,907 shares of Common Stock and Fund IV sold 4,338,483 shares of Common Stock, in each case for $1.25 per share, in privately

SCHEDULE 13D

 

negotiated transactions.  On August 11, 2016, Fund III sold 311,812 shares of Common Stock, Fund IIIA sold 5,716 shares of Common Stock and Fund IV sold 2,082,472 shares of Common Stock, in each case for $1.25 per share, in privately negotiated transactions.  Fund III, Fund IIIA and Fund IV, together with the other Reporting Persons, may seek to sell additional shares.

 

Item 5.             Interest in Securities of the Issuer

 

Item 5 is hereby amended and restated in its entirety as follows:

 

(a) and (b)

 

The information contained on the cover pages of this Amendment No. 6 is incorporated herein by reference.

 

Based upon information provided in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016 (the “Form 10-Q”) filed with the Securities and Exchange Commission on August 3, 2016, the Issuer has 282,776,414 shares of Common Stock outstanding.  All calculations of percentage ownership in this Amendment No. 6 are based on a total of 282,857,664 shares of Common Stock outstanding, which is the sum of (a) 282,776,414 shares of Common Stock, as set forth in the Form 10-Q, plus (b) 81,250 shares of Common Stock issuable upon the exercise of vested Stock Options issued to B. James Ford (a Managing Director of Oaktree LP), the economic, pecuniary and voting rights of which have been assigned to certain Oaktree Funds.  All references to 77,500 shares of Common Stock issuable upon the exercise of vested Stock Options in Item 5 of this Schedule 13D are hereby amended to refer to 81,250 shares of Common Stock issuable upon the exercise of vested Stock Options.

 

The Reporting Persons

 

Fund IV Delaware beneficially owns 14,565,886 shares of Common Stock (approximately 5.2% of the total number of shares of Common Stock outstanding). Fund IV Delaware has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition of, all such shares of Common Stock.

 

 

SCHEDULE 13D

capacity as the general partner of Capital I, has the ability to direct the management of Capital I’s business, including the power to direct the decisions of Capital I regarding the vote and disposition of securities held by Fund IV Delaware, Fund III, Fund IIIA and VOF Holdings. Holdings, in its capacity as the managing member of Holdings I, has the ability to direct the management of Holding I’s business, including the power to direct the decisions of Holdings I regarding the vote and disposition of securities held by Fund IV Delaware, Fund III, Fund IIIA and VOF Holdings.

Therefore, each of GP I, Capital I, Holdings I and Holdings may be deemed to have indirect beneficial ownership of 18,123,091 shares of Common Stock (approximately 6.4% of the total number of shares of Common Stock outstanding), consisting of (a) 14,565,886 shares of Common Stock held by Fund IV Delaware, (b) 2,220,955 shares of Common Stock held by Fund III and Fund IIIA, (c) 1,250,000 shares of Common Stock held by VOF Holdings and (d) the 86,250 Additional Shares.

 

Oaktree LP, (i) in its capacity as the manager of OCM EXCO, has the ability to direct the management of OCM EXCO’s business, including the power to vote and dispose securities held by OCM EXCO, (ii) in its capacity as the director of Fund IV GP Ltd., has the ability to direct the management of Fund IV GP Ltd.’s business, including the power to vote and dispose securities held by Fund IV Delaware, (iii) in its capacity as the director of VOF GP Ltd., has the ability to direct the management of VOF GP Ltd.’s business, including the power to vote and dispose securities held by VOF Holdings, and (iv) in its capacity as the investment manager of Fund III and Fund IIIA, has the ability to direct the investment decisions of Fund III and Fund IIIA, including the power to vote and dispose of securities held by Fund III and Fund IIIA. Holdings, Inc., in its capacity as general partner of Oaktree LP, has the ability to direct the management of Oaktree LP’s business, including the power to vote and dispose of securities held by Fund IV Delaware, Fund III, Fund IIIA, OCM EXCO and VOF Holdings.  OCG, in its capacity as (i) the managing member of Holdings, has the ability to direct the management of Holdings’ business, including the power to direct the decisions of Holdings regarding the vote and disposition of securities held by Fund IV Delaware, Fund III, Fund IIIA and VOF Holdings and (ii) the sole shareholder of Holdings, Inc., has the ability to appoint and remove directors of Holdings, Inc. and, as such, may indirectly control the decisions of Holdings, Inc. regarding the vote and disposition of securities held by OCM EXCO, Fund IV Delaware and VOF Holdings. OCGH GP, in its capacity as the manager of OCG, has the ability to direct the management of OCG’s business, including the power to direct the decisions of OCG regarding the vote and disposition of securities held by Fund IV Delaware, Fund III, Fund IIIA, OCM EXCO and VOF Holdings.

Therefore, each of Oaktree LP, Holdings, Inc., OCG and OCGH GP may be deemed to have indirect beneficial ownership of 37,859,932 shares of Common Stock (approximately 13.4% of the total number of shares of Common Stock outstanding), consisting of (a) 14,565,886 shares of Common Stock held by Fund IV Delaware, (b) 2,220,955 shares of Common Stock held by Fund III and Fund IIIA, (c) 19,736,841 shares of Common Stock held by OCM EXCO, (d) 1,250,000 shares of Common Stock held by VOF Holdings and (e) the 86,250 Additional Shares.

 

VOFGP, in its capacity as the general partner of VOF Holdings, has the ability to direct the management of VOF Holdings’ business, including the power to direct the decisions of VOF Holdings to vote and dispose of securities held by VOF Holdings.  VOF GP Ltd., in its capacity as the general partner of VOFGP, has the ability to direct the management of VOFGP’s business, including the power to direct the decisions of VOFGP to vote and dispose of securities held by VOF Holdings.

Therefore, each of VOFGP and VOF GP Ltd. may be deemed to have indirect beneficial ownership of 1,336,250 shares of Common Stock (approximately 0.4% of the total number of shares of Common Stock outstanding), consisting of (a) 1,250,000 shares of Common Stock held by VOF Holdings and (b) the 86,250 Additional Shares.

 

With respect to the shares of Common Stock reported herein, each of the Reporting Persons may be deemed to have sole voting and dispositive power or the sole power to direct the vote and disposition of the number of shares of Common Stock which such Reporting Person may be deemed to beneficially own as set forth above.

 

Neither the filing of this Amendment No. 6 nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons, other than Fund IV Delaware, Fund III, Fund IIIA, OCM EXCO and

SCHEDULE 13D

VOF Holdings, that it is the beneficial owner of any of the Common Stock referred to herein for the purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed by each Reporting Person, other than Fund IV Delaware, Fund III, Fund IIIA, OCM EXCO and VOF Holdings.

 

To the knowledge of the Reporting Persons, none of the Covered Persons directly owns any shares of Common Stock; provided, however, that because of each Covered Persons’ status as a manager, general partner, director, executive officer or member of a Reporting Person, a Covered Person may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by such Reporting Person. Each of the Covered Persons disclaims beneficial ownership of the shares of Common Stock reported herein and the filing of this Schedule 13D shall not be construed as an admission that any such Covered Person is the beneficial owner of any securities covered by this statement.

 

SCHEDULE 13D

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct.

 

Dated as of August 12, 2016.
	OCM PRINCIPAL OPPORTUNITIES FUND IV DELAWARE, L.P.
	By:	OCM Principal Opportunities Fund IV Delaware GP Inc.
	Its:	General Partner
	By:	/s/ Jamie Toothman
	Name:	Jamie Toothman
	Title:	Authorized Signatory
	By:	/s/ Martin Boskovich
	Name:	Martin Boskovich
	Title:	Authorized Signatory
	OCM PRINCIPAL OPPORTUNITIES FUND IV DELAWARE GP INC.
	By:	/s/ Jamie Toothman
	Name:	Jamie Toothman
	Title:	Authorized Signatory
	By:	/s/ Martin Boskovich
	Name:	Martin Boskovich
	Title:	Authorized Signatory

 

 

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D