Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Vistra Corp.
|
(Name of Issuer)
|
Common Stock, par value $0.01 per share
|
(Title of Class of Securities)
|
92840M102
|
(CUSIP Number)
|
October 1, 2020
|
(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
|
|
|
||
19,288,906(1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,288,906(1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,288,906(1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
3.95%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO, HC
|
|
|
|||
|
|
(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 488,780,072 shares of the Issuer’s Common Stock outstanding as of July 31, 2020, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.
2
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
|
|
|
||
19,288,906(1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,288,906(1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,288,906(1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
3.95%(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 488,780,072 shares of the Issuer’s Common Stock outstanding as of July 31, 2020, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.
3
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
|
|
|
||
19,288,906(1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,288,906(1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,288,906(1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
3.95%(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 488,780,072 shares of the Issuer’s Common Stock outstanding as of July 31, 2020, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.
4
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
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
3.95%(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 488,780,072 shares of the Issuer’s Common Stock outstanding as of July 31, 2020, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.
5
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
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
3.95%(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 488,780,072 shares of the Issuer’s Common Stock outstanding as of July 31, 2020, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.
6
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
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
3.95%(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 488,780,072 shares of the Issuer’s Common Stock outstanding as of July 31, 2020, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.
7
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
|
|
|
||
6,625,154 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
6,625,154 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,625,154 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
1.36%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) Consists of shares of the Issuer’s Common Stock directly held by Brookfield Titan Holdings LP.
(2) Calculated based on 488,780,072 shares of the Issuer’s Common Stock outstanding as of July 31, 2020, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.
8
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
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
3.95%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
(1) Consists of shares of t
he 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 488,780,072 shares of the Issuer’s Common Stock outstanding as of July 31, 2020, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.
9
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
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
3.95%(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 488,780,072 shares of the Issuer’s Common Stock outstanding as of July 31, 2020, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.
10
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
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
3.95%(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 488,780,072 shares of the Issuer’s Common Stock outstanding as of July 31, 2020, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.
11
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
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
3.95%(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 488,780,072 shares of the Issuer’s Common Stock outstanding as of July 31, 2020, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.
12
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
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
3.95%(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 488,780,072 shares of the Issuer’s Common Stock outstanding as of July 31, 2020, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.
13
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
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
3.95%(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 488,780,072 shares of the Issuer’s Common Stock outstanding as of July 31, 2020, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.
14
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)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
1.84%(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 488,780,072 shares of the Issuer’s Common Stock outstanding as of July 31, 2020, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2020.
15
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)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
1.84%(1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) Calculated based on 488,780,072 shares of the Issuer’s Common Stock outstanding as of July 31, 2020, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June
30, 2020.
16
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)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
1.36%(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 488,780,072 shares of the Issuer’s Common Stock outstanding as of July 31, 2020, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended
June 30, 2020.
17
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
|
|
|
||
4,608,296.10(1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
96,960
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
4,608,296.10(1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,705,256.10
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.96%(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 488,780,072 shares of the Issuer’s Common Stock outstanding as of July 31, 2020, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2020.
18
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)
|
|
|
||
☐
|
|
|
|||
|
|
||||
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 488,780,072 shares of the Issuer’s Common Stock outstanding as of July 31, 2020, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2020.
19
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
|
|
|
||
1,803,063
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,803,063
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,803,063
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
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 488,780,072 shares of the Issuer’s Common Stock outstanding as of July 31, 2020, as provided in the Issuer’s Quarterly Report on Form 10-Q for the
quarter ended June 30, 2020.
20
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)
|
|
|
||
☐
|
|
|
|||
|
|
||||
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.
21
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)
|
|
|
||
☐
|
|
|
|||
|
|
||||
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 488,780,072 shares of the Issuer’s Common Stock outstanding as of July 31, 2020, as provided in the Issuer’s Quarterly Report on Form 10-Q for
the quarter ended June 30, 2020.
22
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)
|
|
|
||
☐
|
|
|
|||
|
|
||||
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 488,780,072 shares of the Issuer’s Common Stock outstanding as of July 31, 2020, as provided in the Issuer’s Quarterly Report on Form 10-Q
for the quarter ended June 30, 2020.
23
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
|
div>
|
|
|
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)
|
|
|
||
☐
|
|
|
|||
|
|
||||
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 488,780,072 shares of the Issuer’s Common Stock outstanding as of July 31, 2020, as provided in the Issuer’s Quarterly Report on Form
10-Q for the quarter ended June 30, 2020.
24
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)
|
|
|
||
☐
|
|
|
|||
|
|
||||
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 488,780,072 shares of the Issuer’s Common Stock outstanding as of July 31, 2020, as provided in the Issuer’s Quarterly Report on
Form 10-Q for the quarter ended June 30, 2020.
25
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)
|
|
|
||
☐
|
|
|
|||
|
|
||||
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 488,780,072 shares of the Issuer’s Common Stock outstanding as of July 31, 2020, as provided in the Issuer’s Quarterly Report
on Form 10-Q for the quarter ended June 30, 2020.
26
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)
|
|
|
||
☐
|
|
|
|||
|
|
||||
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 488,780,072 shares of the Issuer’s Common Stock outstanding as of July 31, 2020, as provided in the Issuer’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2020.
27
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)
|
|
|
||
☐
|
|
||||
|
|
||||
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 488,780,072 shares of the Issuer’s Common Stock outstanding as of July 31, 2020, as provided in the Issuer’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2020.
28
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)
|
|
|
||
☐
|
|
|
|||
|
|
||||
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 488,780,072 shares of the Issuer’s Common Stock outstanding as of July 31, 2020, as provided in the Issuer’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.
29
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
|
|
|
|
4,035
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0(1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
4,035
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0(1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,035
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
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 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 488,780,072 shares of the Issuer’s Common Stock outstanding as of July 31, 2020, as provided in the Issuer’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.
30
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
|
|
|
|
1,280(1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
1,280(1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,280(1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
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 488,780,072 shares of the Issuer’s Common Stock outstanding as of July 31, 2020, as provided in the
Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.
31
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
30,278,055 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
30,278,055 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
30,278,055 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
6.2%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) Solely in its capacity as the indirect owner of the class B units of each of Oaktree Capital
Group, LLC and Atlas OCM Holdings, LLC.
(2) Calculated based on 488,780,072 shares of the Issuer’s Common Stock outstanding as of July 31, 2020, as provided in the
Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.
32
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
|
|
|
|
15,318,192 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
15,318,192 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
15,318,192 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
3.14%(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 488,780,072 shares of the Issuer’s Common Stock outstanding as of July 31, 2020, as provided in the
Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.
33
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
|
|
|
|
15,318,192 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
15,318,192 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
15,318,192 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
3.14%(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 488,780,072 shares of the Issuer’s Common Stock outstanding as of July 31, 2020, as provided in
the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.
34
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
|
|
|
|
15,318,192 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
15,318,192 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
15,318,192 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
3.14%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) Consists of shares of the Issuer’s Common Stock directly held by OCM FF, OCM FB, OCM HIF, OAK VIII Parallel 2,
OAK DGY Holdings, OCM Fund VII, OAK Opps X Holdco, OAK Opps VIIIb Holdco and OAK VOF Holdings 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 488,780,072 shares of the Issuer’s Common Stock outstanding as of July 31, 2020, as
provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.
35
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
|
|
|
|
14,959,863 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
14,959,863 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
14,959,863 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
3.06%(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 488,780,072 shares of the Issuer’s Common Stock outstanding as of July 31, 2020, as
provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.
36
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
|
|
|
|
14,959,863 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
14,959,863 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
|
|
||
14,959,863 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
3.06%(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 488,780,072 shares of the Issuer’s Common Stock outstanding as of July 31, 2020, as
provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.
37
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
|
|
|
<
/tr>
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
14,959,863 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
14,959,863 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
|
|
||
14,959,863 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
3.06%(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 488,780,072 shares of the Issuer’s Common Stock outstanding as of July 31,
2020, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.
38
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
|
|
|
|
14,959,863 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
14,959,863 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
|
|
||
14,959,863 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
3.06%(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 488,780,072 shares of the Issuer’s Common Stock outstanding as of July 31,
2020, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.
39
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
|
|
|
|
14,959,863 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
14,959,863 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
|
|
||
14,959,863 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
|
|
|
||
3.06%(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 488,780,072 shares of the Issuer’s Common Stock outstanding as of July
31, 2020, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2020.
40
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
|
|
|
|
14,959,863 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
14,959,863 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
|
|
|
||
14,959,863 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (9)
|
|
|
||
3.06%(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 488,780,072 shares of the Issuer’s Common Stock outstanding as of
July 31, 2020, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended
June 30, 2020.
41
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
|
|
|
|
6,912,379
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
6,912,379
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
|
|
|
||
6,912,379
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
|
|
|
||
1.41%(1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) Calculated based on 488,780,072 shares of the Issuer’s Common Stock outstanding as
of July 31, 2020, as provided in the Issuer’s Quarterly Report on Form 10-Q for the
quarter ended June 30, 2020.
42
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)
|
|
|
||
☐
|
|
|
|||
|
|
||||
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 488,780,072 shares of the Issuer’s Common Stock outstanding
as of July 31, 2020, as provided in the Issuer’s Quarterly Report on Form 10-Q for the
quarter ended June 30, 2020.
43
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
|
|
|
|
6,908,673
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
6,908,673
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
|
|
||
6,908,673
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
|
|
|
||
1.41%(1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) Calculated based on 488,780,072 shares of the Issuer’s Common Stock
outstanding as of July 31, 2020, as provided in the Issuer’s Quarterly Report on
Form 10-Q for the quarter ended June 30, 2020.
44
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)
|
|
|
||
☐
|
|
|
|||
|
|
||||
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 488,780,072 shares of the Issuer’s Common Stock
outstanding as of July 31, 2020, as provided in the Issuer’s Quarterly Report
on Form 10-Q for the quarter ended June 30, 2020.
45
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
|
|
|
|
1,132,519
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE
POWER
|
|
|
||
1,132,519
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE
POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,132,519
|
|
|
|||
|
|
||||
10
|
CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.23%(1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) Calculated based on 488,780,072 shares of the Issuer’s Common Stock
outstanding as of July 31, 2020, as provided in the Issuer’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2020.
46
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)
|
|
|
||
☐
|
|
|
|||
|
|
||||
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 488,780,072 shares of the Issuer’s Common
Stock outstanding as of July 31, 2020, as provided in the Issuer’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.
47
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)
|
|
|
||
☐
|
|
|
|||
|
|
||||
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 488,780,072 shares of the Issuer’s
Common Stock outstanding as of July 31, 2020, as provided in the
Issuer’s Quarterly Report on Form 10-Q for the quarter ended June
30, 2020.
48
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)
|
|
|
||
☐
|
|
|
|||
|
|
||||
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 488,780,072 shares of the Issuer’s
Common Stock outstanding as of July 31, 2020, as provided in
the Issuer’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2020.
49
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)
|
|
|
||
☐
|
|
|
|||
|
|
||||
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 488,780,072 shares of the
Issuer’s Common Stock outstanding as of July 31, 2020, as
provided in the Issuer’s Quarterly Report on Form 10-Q for
the quarter ended June 30, 2020.
50
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)
|
|
|
||
☐
|
|
|
|||
|
|
||||
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 488,780,072 shares of the
Issuer’s Common Stock outstanding as of July 31, 2020,
as provided in the Issuer’s Quarterly Report on Form
10-Q for the quarter ended June 30, 2020.
51
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)
|
|
|
||
☐
|
|
|
|||
|
|
||||
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 488,780,072 shares of
the Issuer’s Common Stock outstanding as of July
31, 2020, as provided in the Issuer’s Quarterly
Report on Form 10-Q for the quarter ended June 30,
2020.
52
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)
|
|
|
||
☐
|
|
|
|||
|
|
||||
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 488,780,072 shares
of the Issuer’s Common Stock outstanding as of
July 31, 2020, as provided in the Issuer’s
Quarterly Report on Form 10-Q for the quarter
ended June 30, 2020.
53
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
|
|
|
|
818,216
|
|
|
|||
|
|
||||
6
|
SHARED VOTING
POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE
POWER
|
|
|
||
818,216
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE
POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
|
|
||
818,216
|
|
|
|||
|
|
||||
10
|
CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.17%(1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) Calculated based on 488,780,072
shares of the Issuer’s Common Stock
outstanding as of July 31, 2020, as
provided in the Issuer’s Quarterly Report
on Form 10-Q for the quarter ended June
30, 2020.
54
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)
|
|
|
||
☐
|
|
|
|||
|
|
||||
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 488,780,072
shares of the Issuer’s Common Stock
outstanding as of July 31, 2020, as
provided in the Issuer’s Quarterly
Report on Form 10-Q for the quarter
ended June 30, 2020.
55
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)
|
|
|
||
☐
|
|
|
|||
< div style="text-align: left"> |
|
||||
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
488,780,072 shares of the Issuer’s
Common Stock outstanding as of July
31, 2020, as provided in the
Issuer’s Quarterly Report on Form
10-Q for the quarter ended June 30,
2020.
56
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)
|
|
|
||
☐
|
|
|
|||
|
|
||||
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
488,780,072 shares of the Issuer’s
Common Stock outstanding as of July
31, 2020, as provided in the
Issuer’s Quarterly Report on Form
10-Q for the quarter ended June 30,
2020.
57
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)
|
|
|
||
☐
|
|
|
|||
|
|
||||
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
488,780,072 shares of the Issuer’s
Common Stock outstanding as of July
31, 2020, as provided in the
Issuer’s Quarterly Report on Form
10-Q for the quarter ended June 30,
2020.
58
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)
|
|
|
||
☐
|
|
|
|||
|
|
||||
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
488,780,072 shares of the Issuer’s
Common Stock outstanding as of July
31, 2020, as provided in the
Issuer’s Quarterly Report on Form
10-Q for the quarter ended June 30,
2020.
59
1
|
NAMES OF
REPORTING PERSONS
|
|
|
||
Oaktree
Opportunities Fund VIII 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
|
|
|
|
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)
|
|
|
||
☐
|
|
|
|||
|
|
||||
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
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
488,780,072 shares of the Issuer’s
Common Stock outstanding as of July
31, 2020, as provided in the
Issuer’s Quarterly Report on Form
10-Q for the quarter ended June 30,
2020.
60
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
|
|
|
|
13,103,689
|
|
|
|||
|
|
||||
6
|
SHARED
VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE
DISPOSITIVE POWER
|
|
|
||
13,103,689
|
|
|
|||
|
|
||||
8
|
SHARED
DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
|
|
|
||
13,103,689
|
|
|
|||
|
|
||||
10
|
CHECK IF
THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF
CLASS REPRESENTED BY AMOUNT
IN ROW (9)
|
|
|
||
2.68%(1)
|
|
|
|||
|
|
||||
12
|
TYPE OF
REPORTING PERSON (SEE
INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) Calculated based on
488,780,072 shares of the Issuer’s
Common Stock outstanding as of July
31, 2020, as provided in the
Issuer’s Quarterly Report on Form
10-Q for the quarter ended June 30,
2020.
61
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
|
|
|
|
13,103,689
(1)
|
|
|
|||
|
|
||||
6
|
SHARED
VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE
DISPOSITIVE POWER
|
|
|
||
13,103,689
(1)
|
|
|
|||
|
|
||||
8
|
SHARED
DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
|
|
|
||
13,103,689
(1)
|
|
|
|||
|
|
||||
10
|
CHECK IF
THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF
CLASS REPRESENTED BY AMOUNT
IN ROW (9)
|
|
|
||
2.68%(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
488,780,072 shares of the Issuer’s
Common Stock outstanding as of
July 31, 2020, as provided in the
Issuer’s Quarterly Report on Form
10-Q for the quarter ended June
30, 2020.
62
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
|
|
|
|
13,103,689 (1)
|
|
|
|||
|
|
||||
6
|
SHARED
VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE
DISPOSITIVE POWER
|
|
|
||
13,103,689 (1)
|
|
|
|||
|
|
||||
8
|
SHARED
DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
|
|
|
||
13,103,689 (1)
|
|
|
|||
|
|
||||
10
|
CHECK
IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT
OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
|
|
|
||
2.68%(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
488,780,072 shares of the Issuer’s
Common Stock outstanding as of
July 31, 2020, as provided in the
Issuer’s Quarterly Report on Form
10-Q for the quarter ended June
30, 2020.
63
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)
|
|
|
||
☐
|
|
|
|||
|
|
||||
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
488,780,072 shares of the Issuer’s
Common Stock outstanding as of
July 31, 2020, as provided in the
Issuer’s Quarterly Report on Form
10-Q for the quarter ended June
30, 2020.
64
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)
|
|
|
||
☐
|
|
|
|||
|
|
||||
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
488,780,072 shares of the Issuer’s
Common Stock outstanding as of
July 31, 2020, as provided in the
Issuer’s Quarterly Report on Form
10-Q for the quarter ended June
30, 2020.
65
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)
|
|
|
||
☐
|
|
|
|||
|
|
||||
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
488,780,072 shares of the
Issuer’s Common Stock
outstanding as of July 31, 2020,
as provided in the Issuer’s
Quarterly Report on Form 10-Q
for the quarter ended June 30,
2020.
66
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)
|
|
|
||
☐
|
|
|
|||
|
|
||||
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
488,780,072 shares of the
Issuer’s Common Stock
outstanding as of July 31, 2020,
as provided in the Issuer’s
Quarterly Report on Form 10-Q
for the quarter ended June 30,
2020.
67
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)
|
|
|
||
☐
|
|
|
|||
|
|
||||
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
488,780,072 shares of the
Issuer’s Common Stock
outstanding as of July 31, 2020,
as provided in the Issuer’s
Quarterly Report on Form 10-Q
for the quarter ended June 30,
2020.
68
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)
|
|
|
||
☐
|
|
|
|||
|
|
||||
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
488,780,072 shares of the
Issuer’s Common Stock
outstanding as of July 31,
2020, as provided in the
Issuer’s Quarterly Report on
Form 10-Q for the quarter
ended June 30, 2020.
69
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)
|
|
|
||
☐
|
|
|
|||
|
|
||||
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
488,780,072 shares of the
Issuer’s Common Stock
outstanding as of July 31,
2020, as provided in the
Issuer’s Quarterly Report on
Form 10-Q for the quarter
ended June 30, 2020.
70
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)
|
|
|
||
☐
|
|
|
|||
|
|
||||
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
488,780,072 shares of the
Issuer’s Common Stock
outstanding as of July 31,
2020, as provided in the
Issuer’s Quarterly Report on
Form 10-Q for the quarter
ended June 30, 2020.
71
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)
|
|
|
||
☐
|
|
|
|||
|
|
||||
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
488,780,072 shares of the
Issuer’s Common Stock
outstanding as of July 31,
2020, as provided in the
Issuer’s Quarterly Report on
Form 10-Q for the quarter
ended June 30, 2020.
72
Item
1.
(a). Name
of Issuer. Vistra
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”) by
Brookfield Asset Management,
Inc. (“BAM”), as the
designated filer:
(1)
|
Longhorn
Capital GS, L.P.
(“Longhorn”)
|
(2)
|
Brookfield Titan
Holdings LP (“Titan
Holdings”), in its
capacity as a direct
owner ofCommon Stock
and indirect owner
of Common Stock
through Longhorn;
|
(3)
|
BCP Titan Margin
Aggregator LP
(“Margin
Aggregator”), as a
direct owner of
CommonStock;
|
(4)
|
Titan Margin
Investment GP LLC
(“Margin GP”), as
general partner of
MarginAggregator;
|
(5)
|
BCP Titan
Aggregator, L.P.
(“Aggregator”), in
its capacity as a
direct owner of
CommonStock 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
ofCommon Stock and
indirect owner of
Common Stock through
Margin Aggregator
andLonghorn;
|
(7)
|
Titan
Co-Investment-AC,
L.P. (“Titan AC”),
in its capacity as a
direct owner of
CommonStock 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
CommonStock 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
CommonStock 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
CommonStock and
indirect owner of
Common Stock through
Longhorn;
|
(11)
|
Titan
Co-Investment-GLH,
L.P. (“Titan GLH”),
in its capacity as a
direct owner
ofCommon 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
CommonStock and
indirect owner of
Common Stock through
Longhorn;
|
(13)
|
Titan
Co-Investment-ICG,
L.P. (“Titan ICG”),
in its capacity as a
direct owner
ofCommon 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
CommonStock and
indirect owner of
Common Stock through
Longhorn;
|
(15)
|
Titan
Co-Investment-MCG,
L.P. (“Titan MCG”),
in its capacity as a
direct owner
ofCommon 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
ofCommon Stock and
indirect owner of
Common Stock through
Longhorn;
|
73
(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
TitanMRS, the “Titan
Vehicles”);
|
(18)
|
Titan
Co-Investment GP,
LLC (“Titan
Co-Invest”), in its
capacity as general
partner toeach of
the Titan Vehicles;
|
(19)
|
Brookfield
Private Equity Group
Holdings LP
(“BPEGH”), as a
limited partner of
TitanHoldings 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 ofBCA;
|
(23)
|
Brookfield
Holdings Canada Inc.
(“BHC”), in its
capacity as indirect
shareholder of
BUSand 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 asthe
limited partner of
Titan Holdings;
|
(26)
|
Brookfield
Private Equity
Holdings LLC
(“BPEH”), in its
capacity as the
member ofTitan
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 DIHand 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;
|
(31)
|
Oaktree-Forrest
Multi-Strategy, LLC
(Series B)
(“OAK-Forrest”) in
its capacity as
adirect owner of
Common Stock;
|
(32)
|
Oaktree Opps X
Holdco Ltd. (“OAK
Opps X Holdco”), in
its capacity as a
direct ownerof
Common Stock;
|
(33)
|
OCM Opportunities
Fund VII Delaware,
L.P. (“OCM Fund
VII”), in its
capacity as adirect
owner of Common
Stock;
|
(34)
|
OCM Opportunities
Fund VII Delaware
GP, Inc. (“OCM Fund
VII GP”), in its
capacity asthe
general partner of
OCM Fund VII;
|
(35)
|
OCM Opportunities
Fund VII L.P. (“OCM
Fund VII GP SH”), in
its capacity as the
soleshareholder of
OCM Fund VII GP;
|
(36)
|
OCM Opportunities
Fund VII GP, L.P.
(“OCM Opps Fund
GP”), in its
capacity as
thegeneral partner
of OCM Fund VII GP
SH;
|
(37)
|
OCM Opportunities
Fund VII GP Ltd.
(“OCM Opps Fund GP
Ltd.”), in its
capacity as
thegeneral partner
of OCM Opps Fund GP;
|
(38)
|
Oaktree Opps
VIIIb Holdco Ltd.
(“OAK Opps VIIIb
Holdco”), in its
capacity as a
directowner of
Common Stock;
|
(39)
|
Oaktree
Huntington
Investment Fund,
L.P. (“OAK HIF”), in
its capacity as a
directowner of
Common Stock;
|
(40)
|
Oaktree
Huntington
Investment Fund GP,
L.P. (“OAK HIF GP”),
in its capacity
asgeneral partner of
OAK HIF;
|
74
(41)
|
Oaktree Huntington
Investment Fund GP
Ltd. (“OAK HIF GP
Ltd.”), in its
capacity asgeneral
partner of OAK HIF GP;
|
(42)
|
Oaktree
Opportunities Fund
VIII (Parallel 2),
L.P. (“OAK VIII
Parallel 2”), in
itscapacity as a
direct owner of Common
Stock;
|
(43)
|
Oaktree
Opportunities Fund
VIII GP, L.P. (“OAK
VIII GP”), in its
capacity as
generalpartner of OAK
VIII Parallel 2;
|
(44)
|
Oaktree
Opportunities Fund
VIII GP Ltd. (“OAK
VIII GP Ltd.”), in its
capacity asgeneral
partner of OAK VIII
GP;
|
(45)
|
Opps DGY Holdings,
L.P. (“OAK DGY
Holdings”), in its
capacity as a direct
owner ofCommon Stock;
|
(46)
|
Oaktree
Opportunities Fund X
GP, L.P. (“OAK DGY
Holdings GP”), in its
capacity asgeneral
partner of OAK DGY
Holdings;
|
(47)
|
Oaktree
Opportunities Fund X
GP Ltd. (“OAK DGY
Holdings GP Ltd.”), in
its capacityas general
partner of OAK DGY
Holdings GP.
|
(48)
|
Oaktree FF
Investment Fund, L.P.
- Class B (“OCM FB”),
in its capacity as a
directowner of Common
Stock;
|
(49)
|
Oaktree FF
Investment Fund GP,
L.P. (“OCM FB GP”), in
its capacity as the
generalpartner of OCM
FB;
|
(50)
|
Oaktree FF
Investment Fund GP
Ltd. (“OCM FG GP
Ltd.”), in its
capacity as the
generalpartner of OCM
FB GP;
|
(51)
|
Oaktree FF
Investment Fund Class
F Holdings, L.P. (“OCM
FF”), in its capacity
as adirect owner of
Common Stock;
|
(52)
|
Oaktree FF
Investment Fund Class
F Holdings GP, L.P.
(“OCM FF GP”), in its
capacity asthe general
partner of OAK FF;
|
(53)
|
Oaktree FF
Investment Fund Class
F Holdings GP Ltd.
(“OCM FF GP Ltd.”), in
itscapacity as the
general partner of OAK
FF GP;
|
(54)
|
Oaktree Value
Opportunities Fund
Holdings, L.P. (“OAK
VOF Holdings”) in its
capacityas a direct
owner of Common Stock;
|
(55)
|
Oaktree Value
Opportunities Fund GP,
L.P. (“OAK VOF GP”),
in its capacity as
generalpartner 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 itscapacity as a
direct owner of Common
Stock;
|
(58)
|
Oaktree
Opportunities Fund Xb
Holdi
ngs (Delaware)
(“OAK Opps Xb”), in
its capacityas a
direct owner of Common
Stock;
|
(59)
|
Oaktree
Opportunities Fund
VIII Delaware, L.P.
(“OAK Fund VIII”), in
its capacity as
adirect owner of
Common Stock;
|
(60)
|
Oaktree
Opportunities Fund
VIIIb Delaware, L.P.
(“OAK Fund VIIIb”), in
its capacity asa direct
owner of Common Stock;
|
(61)
|
OCM Opportunities
Fund VIIb Delaware,
L.P. (“OCM Opps
VIIb”), in its
capacity as adirect
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;
|
75
(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
OCMHoldings;
|
(68)
|
Oaktree Capital
Management, L.P.
(“OCM”), in its
capacity as
director of OCM FF
GPLtd., 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 VOFGP Ltd.
and as duly
appointed manager
of OAK-Forrest;
|
(69)
|
Oaktree Capital
Management GP LLC
(“OCM GP”), in its
capacity as
general partner
ofOCM; and
|
(70)
|
Atlas OCM
Holdings LLC
(“Atlas OCM”), in
its capacity as
managing member of
OCMGP;
|
(71)
|
Oaktree Capital
Group Holdings GP,
LLC (“OCGH”), in
its capacity as
the indirectowner
of the class B
units of each of
OCG and Atlas OCM.
|
“Brookfield
Investment Vehicles” means
Titan AC, Titan CN, Titan
DS, Titan FN, Titan GLH,
Titan HI, Titan ICG, Titan
LB, Titan MCG and Titan MRS,
Titan RBS (collectively, the
“Titan Vehicles”), Longhorn,
Titan Holdings, Aggregator
and Sub Aggregator.
“Brookfield
Entities” means the
Brookfield Investment
Vehicles, Titan Co-Invest,
BPEGH, BAMPIC, BCA, BPFH,
BHC, BCPL, BPE DIH, BPEH,
BUS, BPE, BAM and Partners.
“Oaktree Investment
Vehicles” means OCM Opps
VIIb, OAK-Forrest, OAK Opps
X, OAK Fund X, OAK Opps Xb,
OCM Fund VII, OCM Opps VIIb,
OAK Fund VIII, OAK Fund
VIIIb, OAK HIF, OAK VIII
Parallel 2, OAK DGY
Holdings, OAK VOF Holdings,
OCM FB and OCM FF.
“Oaktree Entities”
means the Oaktree Investment
Vehicles, OAK GP, OAK GP I,
OAK Capital, OCM I, OCM
Holdings, OCG, OCM, OCM GP,
Atlas OCM and OCGH.
“Investment Vehicles”
means the Brookfield
Investment Vehicles and the
Oaktree Investment Vehicles,
collectively.
*Attached as Exhibit
3 is a copy of an agreement
among the Reporting Persons
that this Amendment No. 3 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 Entities is:
333 S. Grand Avenue,
28th Floor
Los Angeles, CA 90071
76
(c)
Citizenship. See
Row 4 of each of the
cover pages to this
Statement, incorporated
herein by reference.
(d)
Title o
f Class of
Securities. Common
Stock, par value $0.01
per share
(e)
CUSIP Number. 92840M102
Item 3.
|
Not
applicable.
|
Item 4.
|
Ownership
|
(a)(b)(c)
|
Amount
beneficially
owned:
|
All calculations of
percentages of beneficial
ownership in this Item 4
and elsewhere in this
Statement are based on
488,780,072 shares of the
Issuer’s Common Stock
outstanding as of July 31,
2020, as provided in the
Issuer’s Quarterly Report
on Form 10-Q for the
quarter ended June 30,
2020 (the “Outstanding
Shares”).
As of October 1,
2020, the Brookfield
Investment Vehicles
collectively owned
19,288,906 shares of
Common Stock, or 3.95% of
the Outstanding Shares,
each of which directly
held and beneficially
owned the shares of Common
Stock indicated in the
following table:
Investment
Vehicle
|
Sole Voting
and
Dispositive
Power
|
Shared
Voting and
Dispositive
Power
|
Aggregate
Beneficial
Ownership
|
Percentage
of
Outstanding
Shares
|
|||||
Titan
Aggregator
|
96,960
|
4,608,296.10
|
4,705,256.10
|
0.96%
|
|||||
Titan
Sub-Aggregator
|
200,264
|
5,271,964.75
|
5,472,228.75
|
1.12%
|
|||||
Titan Margin
|
9,001,495
|
0
|
9,001,495
|
1.84%
|
|||||
Titan Holdings
|
5,853,026
|
772,128
|
6,625,154
|
1.36%
|
|||||
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
|
4,035
|
0
|
4,035
|
Less than 0.01%
|
|||||
Titan RBS
|
1,280
|
0
|
1,280
|
Less than 0.01%
|
|||||
Longhorn
|
0
|
1,803,063
|
1,803,063
|
0.37%
|
77
As of October 1,
2020, the Oaktree
Vehicles collectively
owned 30,278,055 shares
of Common Stock, or 6.2%
of the Outstanding
Shares, each of which
directly held and
beneficially owned the
shares of Common Stock
indicated in the
following table:
Investment
Vehicle
|
Sole
Voting
and
Dispositive
Power
|
Shared
Voting
and
Dispositive
Power
|
Aggregate
Beneficial
Ownership
|
Percentage
of
Outstanding
Shares
|
|||||
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
|
6,912,379
|
0
|
6,912,379
|
1.41%
|
|||||
OAK Opps Xb
|
1,132,519
|
0
|
1,132,519
|
0.23%
|
|||||
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
|
Less than
0.01%
|
|||||
OAK Fund
VIIIb
|
6,908,673
|
0
|
6,908,673
|
1.41%
|
|||||
OAK Opps
VIIIb Holdco
|
818,216
|
0
|
818,216
|
0.17%
|
|||||
OAK HIF
|
454
|
0
|
454
|
Less than
0.01%
|
|||||
OAK VIII
Parallel 2
|
60
|
0
|
60
|
Less than
0.01%
|
|||||
OAK DGY
|
13,103,689
|
0
|
13,103,689
|
2.68%
|
|||||
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%
|
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 Inc., (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.
78
Each of (i) OCG
as the managing member
of OCM Holdings, (ii)
OCM Holdings as the
management member of
OCM I, and (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.
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 beneficially
own securities of the
Issuer held by the
Oaktree Entities.
Pursuant to
Rule 13d-4 of the Act,
the filings by the
Reporting Persons of
this Amendment No. 3
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.
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.
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
SecurityBeingReported
on by the
Parent Holding
Company or
Control Person
|
Not applicable
79
Item 8. |
Identification
and
Classification
of Members of
the Group
|
Not
applicable.
Item 9. |
Notice
of Dissolution
of Group
|
Not
applicable
Item 10. |
Certifications
|
By signing
below I certify
that, to the best of
my knowledge and
belief, the
securities referred
to above were not
acquired and are not
held for the purpose
of or with the
effect of changing
or influencing the
control of the
issuer of the
securities and were
not acquired and are
not held in
connection with or
as a participant in
any transaction
having that purpose
or effect, other
than activities
solely in connection
with a nomination
under § 240.14a-11.
80
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: October 9,
2020
BROOKFIELD
ASSET
MANAGEMENT,
INC.
|
|
By:
|
/s/ Jessica Diab |
Name:
Jessica Diab
|
|
Title:
Vice President
– Legal &
Regulatory
|
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
|
PARTNERS
LIMITED
|
By:
|
/s/ Brian Lawson |
Name: Brian
Lawson
|
|
Title:
President
|
81
BROOKFIELD
PRIVATE EQUITY
HOLDINGS LLC
|
By:
|
/s/ Luke Ricci |
Name: Luke
Ricci
|
|
Title:
Director, Legal
|
TITAN
CO-INVESTMENT
GP, LLC
|
By:
|
/s/ Luke Ricci |
Name: Luke
Ricci
|
|
Title:
Director, Legal
|
BROOKFIELD
TITAN HOLDINGS
LP
|
|
By: Titan
Co-Investment
GP, LLC, its
general partner:
|
By:
|
/s/ Luke Ricci |
Name: Luke
Ricci
|
|
Title:
Director, Legal
|
BCP TITAN
MARGIN
AGGREGATOR, L.P.
|
|
By: Titan
Margin
Investment GP
LLC, its general
partner:
|
By:
|
/s/ Luke Ricci |
Name: Luke
Ricci
|
|
Title:
Director, Legal
|
TITAN
MARGIN
INVESTMENT GP
LLC
|
By:
|
/s/ Luke Ricci |
Name: Luke
Ricci
|
|
Title:
Director, Legal
|
82
TITAN
CO-INVESTMENT-AC,
L.P.
|
|
By: Titan
Co-Investment
GP, LLC, its
general partner:
|
By:
|
/s/ Luke Ricci |
Name: Luke
Ricci
|
|
Title:
Director, Legal
|
TITAN
CO-INVESTMENT-CN,
L.P.
|
|
By: Titan
Co-Investment
GP, LLC, its
general partner:
|
By:
|
/s/ Luke Ricci |
Name: Luke
Ricci
|
|
Title:
Director, Legal
|
TITAN
CO-INVESTMENT-DS,
L.P.
|
|
By: Titan
Co-Investment
GP, LLC, its
general partner:
|
By:
|
/s/ Luke Ricci |
Name: Luke
Ricci
|
|
Title:
Director, Legal
|
TITAN
CO-INVESTMENT-FN,
L.P.
|
|
By: Titan
Co-Investment
GP, LLC, its
general partner:
|
By:
|
/s/ Luke Ricci |
Name: Luke
Ricci
|
|
Title:
Director, Legal
|
83<
/font>
TITAN
CO-INVESTMENT-GLH,
L.P.
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By: Titan
Co-Investment
GP, LLC, its
general partner:
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By:
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/s/ Luke Ricci |
Name: Luke
Ricci
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Title:
Director, Legal
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TITAN
CO-INVESTMENT-HI,
L.P.
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By: Titan
Co-Investment
GP, LLC, its
general partner:
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By:
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/s/ Luke Ricci |
Name: Luke
Ricci
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Title:
Director, Legal
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TITAN
CO-INVESTMENT-ICG,
L.P.
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By: Titan
Co-Investment
GP, LLC, its
general partner:
|
By:
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/s/ Luke Ricci |
Name: Luke
Ricci
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|
Title:
Director, Legal
|
TITAN
CO-INVESTMENT-LB,
L.P.
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|
By: Titan
Co-Investment
GP, LLC, its
general partner:
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By:
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/s/ Luke Ricci |
Name: Luke
Ricci
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|
Title:
Director, Legal
|
84
TITAN
CO-INVESTMENT-MCG,
L.P.
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By: Titan
Co-Investment
GP, LLC, its
general partner:
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By:
|
/s/ Luke Ricci |
Name: Luke
Ricci
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|
Title:
Director, Legal
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TITAN
CO-INVESTMENT-MRS,
L.P.
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By: Titan
Co-Investment
GP, LLC, its
general partner:
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By:
|
/s/ Luke Ricci |
Name: Luke
Ricci
|
|
Title:
Director, Legal
|
TITAN
CO-INVESTMENT-RBS,
L.P.
|
|
By: Titan
Co-Investment
GP, LLC, its
general partner:
|
By:
|
/s/ Luke Ricci |
Name: Luke
Ricci
|
|
Title:
Director, Legal
|
BCP TITAN
AGGREGATOR, L.P. |
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By: Titan Co-Investment GP, LLC, its general partner: |
By:
|
/s/ Luke
Ricci |
Name:
Luke Ricci |
|
Title: Director, Legal |
85
BCP TITAN
SUB AGGREGATOR,
L.P.
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By: Titan
Co-Investment
GP, LLC, its
general partner:
|
By:
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/s/ Luke Ricci |
Name: Luke
Ricci
|
|
Title:
Director, Legal
|
BROOKFIELD
US INC.
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By:
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/s/ Kathy Sarpash |
Name: Kathy
Sarpash
|
|
Title:
Secretary
|
BROOKFIELD
PRIVATE FUNDS
HOLDINGS INC.
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By:
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/s/ Kathy Sarpash |
Name: Kathy
Sarpash
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Title: Senior
Vice President
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BROOKFIELD
HOLDINGS CANADA
INC.
|
By:
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/s/ Kathy Sarpash |
Name: Kathy
Sarpash
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|
Title:
Vice-President
and Secretary
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BROOKFIELD
PRIVATE EQUITY
INC.
|
By:
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/s/ A.J. Silber |
Name: A.J.
Silber
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Title:
Director
|
86
BROOKFIELD
PRIVATE EQUITY
DIRECT
INVESTMENTS
HOLDINGS LP
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|
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
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|
Title:
Director
|
ROOKFIELD
PRIVATE EQUITY
GROUP HOLDINGS
LP
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By:
Brookfield
Private Equity
Inc., its
general partner:
|
By:
|
/s/ A.J. Silber |
Name: A.J.
Silber
|
|
Title:
Director
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LONGHORN
CAPITAL GS LP
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By: Longhorn
Capital Ltd.,
its general
partner:
|
By:
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/s/ A.J. Silber |
Name: A.J.
Silber
|
|
Title:
Authorized
Signatory
|
87
OAKTREE
CAPITAL
MANAGEMENT, LP
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By:
|
/s/ Jordan Mikes |
Name: Jordan
Mikes
|
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Title: Senior
Vice President
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OAKTREE
FF INVESTMENT
FUND CLASS F
HOLDINGS, L.P.
|
|
By: Oaktree
FF Investment
Fund GP, Ltd.
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|
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
|
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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
|
88
OAKTREE
FF INVESTMENT
FUND GP, L.P.
|
|
By: Oaktree
FF Investment
Fund GP Ltd.
|
|
Its: General
Partner
|
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By: Oaktree
Capital
Management, L.P.
|
|
Its: Director
|
By:
|
/s/ Henry Orren |
Name: Henry
Orren
|
|
Title: Vice
President
|
OAKTREE
FF INVESTMENT
FUND GP LTD.
|
|
By: Oaktree
Capital
Management, L.P.
|
|
Its: Director
|
By:
|
/s/ Henry Orren |
Name: Henry
Orren
|
|
Title: 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/ Henry Orren |
Name: Henry
Orren
|
|
Title: Vice
President
|
89
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/ Henry Orren |
Name: Henry
Orren
|
|
Title: Vice
President
|
OAKTREE
HUNTINGTON
INVESTMENT FUND
GP LTD.
|
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By: Oaktree
Capital
Management, L.P.
|
|
Its: Director
|
By:
|
/s/ Henry Orren |
Name: Henry
Orren
|
|
Title: 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/ Henry Orren |
Name: Henry
Orren
|
|
Title: Vice
President
|
90
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/ Henry Orren |
Name: Henry
Orren
|
|
Title: Vice
President
|
OAKTREE
OPPORTUNITIES
FUND VIII GP
LTD.
|
|
By: Oaktree
Capital
Management, L.P.
|
|
Its: Director
|
By:
|
/s/ Henry Orren |
Name: Henry
Orren
|
|
Title: Vice
President
|
OAKTREE
OPPS VIIIB
HOLDCO LTD.
|
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By: Oaktree
Capital
Management, L.P.
|
|
Its: Director
|
By:
|
/s/ Henry Orren |
Name: Henry
Orren
|
|
Title: Vice
President
|
OAKTREE
OPPS X HOLDCO
LTD.
|
|
By: Oaktree
Capital
Management, L.P.
|
|
Its: Director
|
By:
|
/s/ Henry Orren |
Name: Henry
Orren
|
|
Title: Vice
President
|
91
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/ Henry Orren |
Name: Henry
Orren
|
|
Title: 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/ Henry Orren |
Name: Henry
Orren
|
|
Title: Vice
President
|
OAKTREE
VALUE
OPPORTUNITIES
FUND GP LTD.
|
|
By: Oaktree
Capital
Management, L.P.
|
|
Its: Director
|
By:
|
/s/ Henry Orren |
Name: Henry
Orren
|
|
Title: Vice
President
|
92
OCM
OPPORTUNITIES
FUND VII
DELAWARE, L.P.
|
|
By: OCM
Opportunities
Fund VII
Delaware GP,
Inc.
|
|
Its: General
Partner
|
By:
|
/s/ Henry Orren |
Name: Henry
Orren
|
|
Title:
Authorized
Signatory
|
OCM
OPPORTUNITIES
FUND VII
DELAWARE GP,
INC.
|
By:
|
/s/ Henry Orren |
Name: Henry
Orren
|
|
Title:
Authorized
Signatory
|
OAKTREE-FORREST
MULTI-STRATEGY,
LLC (SERIES B)
|
|
By: Oaktree
Capital
Management, L.P.
|
|
Its: Manager
|
By:
|
/s/ Henry Orren |
Name: Henry
Orren
|
|
Title: 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/ Henry Orren |
Name: Henry
Orren
|
|
Title: Vice
President
|
93
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/ Henry Orren |
Name: Henry
Orren
|
|
Title: Vice
President
|
OAKTREE
OPPORTUNITIES
FUND IX GP LTD.
|
|
By: Oaktree
Capital
Management, L.P.
|
|
Its: Director
|
By:
|
/s/ Henry Orren |
Name: Henry
Orren
|
|
Title: 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/ Henry Orren |
Name: Henry
Orren
|
|
Title:
Authorized
Signatory
|
94
OAKTREE
FUND GP, LLC
|
|
By: Oaktree
Fund GP I, L.P.
|
|
Its:
Managing Member
|
By:
|
/s/ Henry Orren |
Name: Henry
Orren
|
|
Title:
Authorized
Signatory
|
OAKTREE
FUND GP I, L.P.
|
By:
|
/s/ Henry Orren |
Name: Henry
Orren
|
|
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/ Henry Orren |
Name: Henry
Orren
|
|
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/ Henry Orren |
Name: Henry
Orren
|
|
Title:
Authorized
Signatory
|
95
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/ Henry Orren |
Name: Henry
Orren
|
|
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/ Henry Orren |
Name: Henry
Orren
|
|
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/ Henry Orren |
Name: Henry
Orren
|
|
Title: Vice
President
|
96
ATLAS OCM
HOLDINGS, LLC
|
|
By: Oaktree
New Holdings,
LLC
|
|
Its: Member
|
By:
|
/s/ Henry Orren |
Name: Henry
Orren
|
|
Title: Vice
President
|
OAKTREE
CAPITAL GROUP
HOLDINGS GP, LLC
|
By:
|
/s/ Henry Orren |
Name: Henry
Orren
|
|
Title: Vice
President
|
97
EXHIBIT INDEX
Exhibit
No.
|
|
2 |
Joint Filing
Agreement, dated
October , 2020
|
98