SECURITIES AND EXCHANGE COMMISSION
	Washington, DC 20549
	SCHEDULE 13D
	(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

 

(Amendment No.     )*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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).

 

(Continued on following pages)

 

 

SCHEDULE 13D

 

 

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SCHEDULE 13D

 

 

* Solely in its capacity as a shareholder of OCM PF/FF Adamantine Holdings, Ltd.

 

3

 

SCHEDULE 13D

 

 

* Solely in its capacity as a shareholder of OCM PF/FF Adamantine Holdings, Ltd.

 

4

 

SCHEDULE 13D

 

 

* Solely in its capacity as a shareholder of OCM PF/FF Adamantine Holdings, Ltd.

 

5

 

SCHEDULE 13D

 

 

* Solely in its capacity as the duly elected Director of OCM PF/FF Adamantine Holdings, Ltd., Oaktree FF Investment Fund GP Ltd. and Oaktree Principal Fund V GP Ltd. and the investment manager of Oaktree Principal Fund V, L.P., Oaktree Principal Fund V (Parallel), L.P. and Oaktree FF Investment Fund, L.P.- Class A.

 

6

 

SCHEDULE 13D

 

 

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

 

7

 

SCHEDULE 13D

 

 

* Solely in its capacity as the general partner of Oaktree Principal Fund V, L.P. and Oaktree Principal Fund V (Parallel), L.P.

 

8

 

SCHEDULE 13D

 

 

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

 

9

 

SCHEDULE 13D

 

 

* Solely in its capacity as the general partner of Oaktree FF Investment Fund, L.P. — Class A.

 

10

 

SCHEDULE 13D

 

 

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

 

11

 

SCHEDULE 13D

 

 

* Solely in its capacity as the sole shareholder of Oaktree Principal Fund V GP Ltd. and Oaktree FF Investment Fund GP Ltd.

 

12

 

SCHEDULE 13D

 

 

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

 

13

 

SCHEDULE 13D

 

 

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

 

14

 

SCHEDULE 13D

 

 

* Solely in its capacity as the managing member of OCM Holdings I, LLC

 

15

 

SCHEDULE 13D

 

 

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

 

16

 

SCHEDULE 13D

 

 

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

 

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Item 1.           Security and Issuer

 

This statement on Schedule 13D relates to the common stock, par value $0.001 per share (“Common Stock”), of Diamond Foods, Inc., a Delaware corporation (the “Issuer”).  The address of the principal executive office of the Issuer is 600 Montgomery Street, 13th Floor, San Francisco, California.

 

Item 2.           Identity and Background

 

(a)-(c) & (f)

 

This Schedule 13D is filed jointly, pursuant to a joint filing agreement attached hereto as Exhibit 1, by:

 

(1)           OCM PF/FF Adamantine Holdings, Ltd., a Cayman Islands limited company (the “Investor”), whose principal business is to invest in the Issuer;

 

(2)           Oaktree Capital Management, L.P., a Delaware limited partnership (“OCM”), whose principal business is to provide investment advisory services to investment funds and accounts;

 

(3)           Oaktree Holdings, Inc., a Delaware corporation (“Holdings Inc.”), whose principal business is to serve as, and perform the functions of, the general partner of certain entities affiliated with the Reporting Persons (as defined below) and to hold limited partnership interests in such entities.

 

(4)           Oaktree FF Investment Fund, L.P. - Class A, a Cayman Islands exempt limited partnership (“FFA”), whose principal business is investing in entities over which there is the potential for such fund to exercise significant influence;

 

(5)           Oaktree Principal Fund V, L.P., a Cayman Islands exempt limited partnership (“PF5”), whose principal business is investing in entities over which there is the potential for such fund to exercise significant influence;

 

(6)           Oaktree Principal Fund V (Parallel), L.P., a Cayman Islands exempt limited partnership (“PF5 Parallel,” and together with PF5 and FFA, collectively, the “Oaktree Funds”), whose principal business is investing in entities over which there is the potential for such fund to exercise significant influence;

 

(7)           Oaktree FF Investment Fund GP, L.P., a Cayman Islands exempt limited partnership (“FFA GP LP”), whose principal business is to serve as, and perform the functions of, the general partner of FFA;

 

(8)           Oaktree FF Investment Fund GP Ltd., a Cayman Islands exempt company (“FFA GP Ltd”), whose principal business is to serve as, and perform the functions of, the general partner of the FFA GP LP;

 

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(9)           Oaktree Principal Fund V GP, L.P., a Cayman Islands exempt limited partnership (“PF5 GP LP,” and together with FFA GP LP, collectively, the “Fund GPs”), whose principal business is to serve as, and perform the functions of, the general partner of PF5 and PF5 Parallel;

 

(10)         Oaktree Principal Fund V GP Ltd., a Cayman Islands exempt company (“PF5 GP Ltd”), whose principal business is to serve as, and perform the functions of, the general partner of the PF5 GP LP;

 

(11)         Oaktree Fund GP I, L.P., a Delaware limited partnership (“GP I”), whose principal business is to (i) serve as, and perform the functions of, the general partner of certain investment funds or to serve as, and perform the functions of, the managing member of the general partner of certain investment funds or (ii) to act as the sole shareholder of certain controlling entities of certain investment funds;

 

(12)         Oaktree Capital I, L.P., a Delaware limited partnership (“Capital I”), whose principal business is to serve as, and perform the functions of, the general partner of GP I;

 

(13)         OCM Holdings I, LLC, a Delaware limited liability company (“Holdings I”), whose principal business is to serve as, and perform the functions of, the general partner of Capital I and to hold limited partnership interests in Capital I;

 

(14)         Oaktree Holdings, LLC, a Delaware limited liability company (“Holdings LLC”), whose principal business is to serve as, and perform the functions of, the managing member of Holdings I;

 

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

 

(16)         Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (“OCGH GP” and together with the Investor, the Oaktree Funds, OCM, Holdings Inc., the Fund GPs, FFA GP Ltd, PF5 GP Ltd, GP I, Capital I, Holdings I, Holdings LLC and OCG, collectively, the “Reporting Persons”, and each individually, a “Reporting Person”), whose principal business is to serve as, and perform the functions of, the general partner of Oaktree Capital Group Holdings, L.P. and as manager of OCG.

 

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

 

The principal business address of each of the Reporting Persons and each Covered Person is c/o Oaktree Capital Group Holdings GP, LLC, 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071.

 

(d)-(e)

 

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

 

 

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Item 3.           Source and Amount of Funds or Other Consideration

 

On May 29, 2012, the Issuer and the Investor closed the transactions contemplated by that certain Securities Purchase Agreement, dated as of May 22, 2012, by and between the Issuer and the Investor (the “Securities Purchase Agreement”). Pursuant to the Securities Purchase Agreement, the Issuer sold and the Investor acquired $150.0 million aggregate principal amount of its 12% Senior Notes due 2020 (the “Senior Note”), $75.0 million aggregate principal amount of its 12% Redeemable Senior Notes due 2020 (the “Redeemable Note” and together with the Senior Note, the “Notes”) and warrants (the “Warrants”) to purchase up to 4,420,859 shares of the Issuer’s common stock, par value $0.001 per share at an exercise price of $10.00 per share.  The Investor acquired the Notes and the Warrants for an aggregate purchase price of $218.25 million. The Warrants became exercisable on March 1, 2013 and the Warrants will expire on May 29, 2019.

 

Item 4.           Purpose of Transaction

 

The Warrants were acquired for investment purposes and for the purposes described below.

 

The Reporting Persons will continuously evaluate the Issuer’s businesses and prospects, alternative investment opportunities and all other factors deemed relevant in determining whether to exercise the Warrants or whether additional shares of the Issuer’s Common Stock will be acquired by the Investor or by other affiliated investment funds and accounts or whether the Investor or any such other affiliated investment funds and accounts will dispose of the Warrants or shares of the Issuer’s Common Stock.  At any time, additional shares of Common Stock may be acquired or some or all of the shares of the Issuer’s Common Stock beneficially owned by the Reporting Persons may be sold, in either case in the open market, in privately negotiated transactions or otherwise.  Other than as described in this Schedule 13D, none of the Reporting Persons or, to their best knowledge, any Covered Persons have any current plans or proposals that would be related to or would result in any of the matters described in Items 4(a)-(j) of Schedule 13D; however, as part of its ongoing evaluation of this investment and investment alternatives, the Reporting Persons may consider such matters in the future and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, the Reporting Persons may hold discussions with or make formal proposals to management or the Board of Directors of the Issuer, other shareholders of the Issuer or other third parties regarding such matters.

 

Item 5.           Interest in Securities of the Issuer

 

(a) and (b)

 

The information contained on the cover pages of this Schedule 13D is incorporated herein by reference.

 

All percentages calculated in this Schedule 13D are based upon an aggregate of 26,506,366 shares of Common Stock outstanding, which includes (i) 22,085,507 shares of Common Stock outstanding as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2012 and (ii) 4,420,859 shares of Common Stock issuable upon exercise of the Warrants.

 

 

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The Investor directly holds the Warrants and has sole power to dispose of the Warrants (and any Common Stock that may be issued upon the exercise of the Warrants) and to vote with respect to any shares of the Issuer’s Common Stock that may be issued upon the exercise of the Warrants.

 

The Oaktree Funds collectively own all of the outstanding equity interests of the Investor, have the ability to direct the investment decisions of the Investor, including the power to vote and dispose of securities held by the Investor; therefore, the Oaktree Funds may be deemed to share indirect beneficial ownership the shares of Common Stock of the Issuer issuable upon the exercise of the Warrants held by the Investor.

 

OCM, in its capacity as the duly appointed investment manager of the Oaktree Funds, has the ability to direct the investment decisions of the Oaktree Funds, including the power to vote and dispose of securities held by the Investor; therefore, OCM may be deemed to beneficially own the shares of Common Stock of the Issuer issuable upon the exercise of the Warrants held by the Investor.

 

Holdings Inc., in its capacity as the general partner of OCM, has the ability to direct the management of OCM’s business, including the power to direct the decisions of OCM regarding the vote and disposition of securities held by the Investor; therefore, Holdings Inc. may be deemed to beneficially own the shares of Common Stock of the Issuer issuable upon the exercise of the Warrants held by the Investor.

 

FFA GP LP, in its capacity as the general partner of FFA and PF5 GP LP, in its capacity as the general partner of PF5 and PF5 Parallel, have the ability to direct the management of the business of the Oaktree Fund(s) for which they serve as general partner, including the power to direct the decisions of the respective Oaktree Fund(s) regarding the vote and disposition of securities held by the Investor; therefore, the Fund GPs may be deemed to share indirect beneficial ownership the shares of Common Stock of the Issuer issuable upon the exercise of the Warrants held by the Investor.

 

FFA GP Ltd, in its capacity as the general partner of FFA GP LP and PF5 GP Ltd, in its capacity as the general partner of PF5 GP LP, have the ability to direct the management of the business of the Fund GP for which they serve as general partner, including the power to direct the decisions of the respective Fund GP regarding the vote and disposition of securities held by the Investor; therefore, FFA GP Ltd and PF5 GP Ltd may be deemed to share indirect beneficial ownership of the shares of the Issuer’s Common Stock issuable upon the exercise of the Warrants held by the Oaktree Fund.

 

GP I, in its capacity as the sole shareholder of FFA GP Ltd and PF5 GP Ltd, has the ability to appoint and remove directors of these entities and, as such, may indirectly control the decisions of such entities regarding the vote and disposition of securities held by the Investor; therefore, GP I may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock issuable upon the exercise of the Warrants held by the Investor.

 

Capital I, in its capacity as the general partner of GP I, has the ability to direct the management of GP I’s business, including the power to direct the decisions of GP I regarding the vote and disposition of securities held by the Investor; therefore, Capital I may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock issuable upon the exercise of the Warrants held by the Investor.

 

 

21

 

Holdings I, in its capacity as the general partner of Capital I, has the ability to direct the management of Capital I’s business, including the power to direct the decisions of Capital I regarding the vote and disposition of securities held by the Investor; therefore, Holdings I may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock issuable upon the exercise of the Warrants held by the Investor.

 

Holdings LLC, in its capacity as the managing member of Holdings I, has the ability to direct the management of Holding I’s business, including the power to direct the decisions of Holdings I regarding the vote and disposition of securities held by the Investor; therefore, Holdings LLC may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock issuable upon the exercise of the Warrants held by the Investor.

 

OCG, in its capacity as the managing member of Holdings LLC, has the ability to direct the management of Holdings LLC’s business, including the power to direct the decisions of Holdings LLC regarding the vote and disposition of securities held by the Investor. Additionally OCG, in its capacity as the sole shareholder of Holdings, Inc., has the ability to appoint and remove directors of Holdings, Inc. and, as such, may indirectly control the decisions of Holdings Inc. regarding the vote and disposition of securities held by the Investor.  Therefore, OCG may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock issuable upon the exercise of the Warrants held by the Investor.

 

OCGH GP, in its capacity as the duly appointed manager of OCG, has the ability to appoint and remove directors of OCG and, as such, may indirectly control the decisions of OCG regarding the vote and disposition of securities held by the Investor; therefore, OCGH GP may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock issuable upon the exercise of the Warrants held by the Investor.

 

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

 

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons, other than the Investor, that it is the beneficial owner of any of the Common Stock referred to herein for the purposes of Section 13(d) of the Act, or for any other purpose, and, except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person, other than the Investor.

 

To the knowledge of the Reporting Persons, none of the Covered Persons (other than the Investor) directly owns any Warrants exercisable for shares of Common Stock; provided, however, that because of each Covered Person’s status as an investment manager, manager, general partner, director, executive officer or member of a Reporting Person, a Covered Person may be deemed to be the beneficial owner of Warrants exercisable for shares of Common Stock beneficially owned by such Reporting Person.  Except to the extent of their pecuniary interest, each of the Covered Persons disclaims beneficial ownership of the shares of the Issuer’s Common Stock reported herein and the filing of this Schedule 13D shall not be construed as an admission that any such Covered Person is the beneficial owner of any securities covered by this statement.

 

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(c)  Except for the transaction described herein, there have been no other transactions in the securities of the Issuer effected by any Reporting Person within the last 60 days.

 

(d)  Not applicable.

 

(e)  Not applicable.

 

Item 6.                                 Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Pursuant to the Securities Purchase Agreement, if the Issuer satisfies certain raw material sourcing and financial conditions, all of the Warrants will be cancelled and the Oaktree Fund may elect to exchange $75 million in principal amount of the Notes for 750,000 shares of Series A convertible preferred stock of the Issuer (“Preferred Stock”) having an aggregate liquidation preference of $75 million.  If issued, the Preferred Stock will be entitled to a dividend of 10% of issue price per annum, paid quarterly in arrears. Until the second anniversary of issuance, dividends will be payable in kind, and thereafter payable in cash. The holders of Preferred Stock will be entitled to elect two directors and cast a number of votes equal to the number of shares of Company common stock into which the shares of Preferred Stock are then convertible. The conversion price will be $20.75 and will be subject to weighted-average anti-dilution adjustment in the event the Issuer issues shares of its capital stock for less than the conversion price (subject to customary exceptions).

 

Each Fund GP, as the general partner of the applicable Oaktree Fund(s), has a carried interest in the Oaktree Fund(s) for which it is the general partner.

 

Except as described above and herein in this Schedule 13D, there are no other contracts, understandings or relationships (legal or otherwise) among the parties named in Item 2 hereto and between such persons and any person with respect to any of the securities of the Issuer currently owned by the Investor.

 

Item 7.                                 Material to be filed as Exhibits

 

The following are filed herewith as Exhibits to this Schedule 13D:

 

Exhibit 1-

A written agreement relating to the filing of the joint acquisition statement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

 

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SIGNATURE

 

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

 

Dated as of March 1, 2013.

	OCM PF/FF ADAMANTINE HOLDINGS, LTD.
	By: Oaktree Capital Management, L.P.
	Its: Director
	By:	/s/ Richard Ting
	Name: Richard Ting
	Title: Managing Director
	By:	/s/ Martin Boskovich
	Name: Martin Boskovich
	Title: Senior Vice President
	OAKTREE PRINCIPAL FUND V, L.P.
	By: Oaktree Principal Fund V GP, L.P.
	Its: General Partner
	By: Oaktree Principal Fund V GP Ltd.
	Its: General Partner
	By: Oaktree Capital Management, L.P.
	Its: Director
	By:	/s/ Richard Ting
	Name: Richard Ting
	Title: Managing Director
	By:	/s/ Martin Boskovich
	Name: Martin Boskovich
	Title: Senior Vice President

 

24

 

	OAKTREE PRINCIPAL FUND V GP, L.P.
	By: Oaktree Principal Fund V GP Ltd.
	Its: General Partner
	By: Oaktree Capital Management, L.P.
	Its: Director
	By:	/s/ Richard Ting
	Name: Richard Ting
	Title: Managing Director
	By:	/s/ Martin Boskovich
	Name: Martin Boskovich
	Title: Senior Vice President
	OAKTREE PRINCIPAL FUND V GP LTD.
	By: Oaktree Capital Management, L.P.
	Its: Director
	By:	/s/ Richard Ting
	Name: Richard Ting
	Title: Managing Director
	By:	/s/ Martin Boskovich
	Name: Martin Boskovich
	Title: Senior Vice President

 

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	OAKTREE PRINCIPAL FUND V (PARALLEL), L.P.
	By: Oaktree Principal Fund V GP, L.P.
	Its: General Partner
	By: Oaktree Principal Fund V GP Ltd.
	Its: General Partner
	By: Oaktree Capital Management, L.P.
	Its: Director
	By:	/s/ Richard Ting
	Name: Richard Ting
	Title: Managing Director
	By:	/s/ Martin Boskovich
	Name: Martin Boskovich
	Title: Senior Vice President
	OAKTREE FF INVESTMENT FUND, L.P. - CLASS A
	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/ Richard Ting
	Name: Richard Ting
	Title: Managing Director
	By:	/s/ Martin Boskovich
	Name: Martin Boskovich
	Title: Senior Vice President

 

26

 

	OAKTREE FF INVESTMENT FUND GP, L.P.
	By: Oaktree FF Investment Fund GP Ltd.
	Its: General Partner
	By: Oaktree Capital Management, L.P.
	Its: Director
	By:	/s/ Richard Ting
	Name: Richard Ting
	Title: Managing Director
	By:	/s/ Martin Boskovich
	Name: Martin Boskovich
	Title: Senior Vice President
	OAKTREE FF INVESTMENT FUND GP LTD.
	By: Oaktree Capital Management, L.P.
	Its: Director
	By:	/s/ Richard Ting
	Name: Richard Ting
	Title: Managing Director
	By:	/s/ Martin Boskovich
	Name: Martin Boskovich
	Title: Senior Vice President
	OAKTREE CAPITAL MANAGEMENT, L.P.
	By:	/s/ Richard Ting
	Name: Richard Ting
	Title: Managing Director
	By:	/s/ Martin Boskovich
	Name: Martin Boskovich
	Title: Senior Vice President

 

27

 

	OAKTREE HOLDINGS, INC.
	By:	/s/ Richard Ting
	Name:		Richard Ting
	Title:		Managing Director, Associate General Counsel and Assistant Secretary
	By:	/s/ Martin Boskovich
	Name: Martin Boskovich
	Title: Senior Vice President
	OAKTREE FUND GP I, L.P.
	By: Oaktree Capital I, L.P.
	Its: General Partner
	By: OCM Holdings I, LLC
	Its: General Partner
	By:	/s/ Richard Ting
	Name:		Richard Ting
	Title:		Managing Director, Associate General Counsel and Assistant Secretary
	By:	/s/ Martin Boskovich
	Name: Martin Boskovich
	Title: Senior Vice President
	OAKTREE CAPITAL I, L.P.
	By: OCM Holdings I, LLC
	Its: General Partner
	By:	/s/ Richard Ting
	Name:		Richard Ting
	Title:		Managing Director, Associate General Counsel and Assistant Secretary
	By:	/s/ Martin Boskovich
	Name: Martin Boskovich
	Title: Senior Vice President

 

28

 

	OCM HOLDINGS I, LLC
	By:	/s/ Richard Ting
	Name:		Richard Ting
	Title:		Managing Director, Associate General Counsel and Assistant Secretary
	By:	/s/ Martin Boskovich
	Name: Martin Boskovich
	Title: Senior Vice President
	OAKTREE HOLDINGS, LLC
	By: Oaktree Capital Group, LLC
	Its: Managing Member
	By:	/s/ Richard Ting
	Name:		Richard Ting
	Title:		Managing Director, Associate General Counsel and Assistant Secretary
	By:	/s/ Martin Boskovich
	Name: Martin Boskovich
	Title: Senior Vice President
	OAKTREE CAPITAL GROUP, LLC
	By:	/s/ Richard Ting
	Name:		Richard Ting
	Title:		Managing Director, Associate General Counsel and Assistant Secretary
	By:	/s/ Martin Boskovich
	Name: Martin Boskovich
	Title: Senior Vice President

 

29

 

	OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
	By:	/s/ Richard Ting
	Name:		Richard Ting
	Title:		Managing Director, Associate General Counsel and Assistant Secretary
	By:	/s/ Martin Boskovich
	Name: Martin Boskovich
	Title: Senior Vice President

 

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ANNEX A

 

Oaktree Capital Group Holdings GP, LLC

 

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

 

Name		Principal Occupation
Howard S. Marks		Chairman of the Board of Oaktree Capital Group, LLC and Chairman of Oaktree Capital Management, L.P.
Bruce A. Karsh		President and Director of Oaktree Capital Group, LLC and President of Oaktree Capital Management, L.P.
John B. Frank		Managing Principal and Director of Oaktree Capital Group, LLC and Managing Principal of Oaktree Capital Management, L.P.
David M. Kirchheimer		Chief Financial Officer, Chief Administrative Officer, Principal and Director of Oaktree Capital Group, LLC and Chief Financial Officer, Chief Administrative Officer and Principal of Oaktree Capital Management, L.P.
Sheldon M. Stone		Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.
Larry W. Keele		Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.
Stephen A. Kaplan		Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.
Kevin L. Clayton		Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.

 

 

Oaktree Capital Group, LLC

 

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

 

Name		Principal Occupation
Howard S. Marks		Chairman of the Board of Oaktree Capital Group, LLC and Chairman of Oaktree Capital Management, L.P.
Bruce A. Karsh		President and Director of Oaktree Capital Group, LLC and President of Oaktree Capital Management, L.P.
John B. Frank		Managing Principal and Director of Oaktree Capital Group, LLC and Managing Principal of Oaktree Capital Management, L.P.
David M. Kirchheimer		Chief Financial Officer, Chief Administrative Officer, Principal and Director of Oaktree Capital Group, LLC and Chief Financial Officer, Chief Administrative Officer and Principal of Oaktree Capital Management, L.P.
Sheldon M. Stone		Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.
Larry W. Keele		Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.
Stephen A. Kaplan		Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.
Kevin L. Clayton		Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.
D. Richard Masson		Principal Emeritus and Director of Oaktree Capital Group, LLC.

 

 

Robert E. Denham		Director of Oaktree Capital Group, LLC. Mr. Denham is currently a partner in the law firm of Munger, Tolles & Olson LLP.
Wayne G. Pierson		Director of Oaktree Capital Group, LLC. Mr. Pierson is currently the Chief Financial Officer and Treasurer of Meyer Memorial Trust.
Marna C. Whittington		Director of Oaktree Capital Group, LLC. Ms. Whittington is currently retired and does not hold a principal occupation.
Jay S. Wintrob		Director of Oaktree Capital Group, LLC. Mr. Wintrob is currently the President and Chief Executive Officer of SunAmerica Financial Group.
Todd E. Molz		General Counsel and Managing Director of Oaktree Capital Group, LLC and General Counsel and Managing Director of Oaktree Capital Management, L.P.
B. James Ford		Managing Director of Oaktree Capital Management, L.P.
Caleb S. Kramer		Managing Director of Oaktree Capital Management, L.P.

 

Oaktree Holdings, LLC

 

The managing member of Oaktree Holdings, LLC is Oaktree Capital Group, LLC.

 

OCM Holdings I, LLC

 

The managing member of OCM Holdings I, LLC is Oaktree Holdings, LLC.

 

Oaktree Holdings, Inc.

 

The name and principal occupation of each of the directors and executive officers of Oaktree Holdings, Inc. are listed below:

 

Name		Principal Occupation
Howard S. Marks		Chairman of the Board of Oaktree Capital Group, LLC and Chairman of Oaktree Capital Management, L.P.

 

 

Bruce A. Karsh		President and Director of Oaktree Capital Group, LLC and President of Oaktree Capital Management, L.P.
John B. Frank		Managing Principal and Director of Oaktree Capital Group, LLC and Managing Principal of Oaktree Capital Management, L.P.
David M. Kirchheimer		Chief Financial Officer, Chief Administrative Officer, Principal and Director of Oaktree Capital Group, LLC and Chief Financial Officer, Chief Administrative Officer and Principal of Oaktree Capital Management, L.P.

 

Oaktree Capital Management, L.P.

 

The general partner of Oaktree Capital Management, L.P. is Oaktree Holdings, Inc.

 

Oaktree Capital I, L.P.

 

The general partner of Oaktree Capital I, L.P. is OCM Holdings I, LLC.

 

Oaktree Fund GP I, L.P.

 

The general partner of Oaktree Fund GP I, L.P. is Oaktree Capital I, L.P.

 

Oaktree Principal Fund V GP Ltd.

 

Oaktree Fund GP I, L.P. is the sole shareholder of Oaktree Principal Fund V GP Ltd., which is a Cayman Islands exempted company.  Oaktree Capital Management, L.P. is the sole director of Oaktree Principal Fund V GP Ltd.

 

Oaktree FF Investment Fund GP Ltd.

 

Oaktree Fund GP I, L.P. is the sole shareholder of Oaktree Principal Fund V GP Ltd., which is a Cayman Islands exempted company.  Oaktree Capital Management, L.P. is the sole director of Oaktree FF Investment Fund GP Ltd.

 

Oaktree Principal Fund V GP, L.P.

 

Oaktree Principal Fund V GP Ltd. is the general partner of Oaktree Principal Fund V GP, L.P.

 

 

Oaktree FF Investment Fund GP, L.P.

 

Oaktree FF Investment Fund GP Ltd. is the general partner of Oaktree FF Investment Fund GP, L.P.

 

Oaktree Principal Fund V, L.P.

 

Oaktree Principal Fund V GP, L.P. is the general partner of Oaktree Principal Fund V, L.P.

 

Oaktree Principal Fund V (Parallel), L.P.

 

Oaktree Principal Fund V GP, L.P. is the general partner of Oaktree Principal Fund V (Parallel), L.P.

 

Oaktree FF Investment Fund, L.P. — Class A

 

Oaktree FF Investment Fund GP, L.P. is the general partner of Oaktree FF Investment Fund, L.P. — Class A.

 

OCM PF/FF Adamantine Holdings, Ltd.

 

All of the outstanding equity interests of OCM PF/FF Adamantine Holdings, Ltd. are collectively owned by Oaktree Principal Fund V, L.P., Oaktree Principal Fund V (Parallel), L.P. and Oaktree FF Investment Fund, L.P.  The sole director of OCM PF/FF Adamantine Holdings, Ltd. is Oaktree Capital Management, L.P.

 

 

EXHIBIT 1

 

JOINT FILING AGREEMENT

 

Pursuant to Rule 13(d)-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each  of the undersigned acknowledges and agrees that the foregoing statement on Schedule 13D is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements.  Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

Dated as of March 1, 2013.

	OCM PF/FF ADAMANTINE HOLDINGS, LTD.
	By: Oaktree Capital Management, L.P.
	Its: Director
	By:	/s/ Richard Ting
	Name: Richard Ting
	Title: Managing Director
	By:	/s/ Martin Boskovich
	Name: Martin Boskovich
	Title: Senior Vice President
	OAKTREE PRINCIPAL FUND V, L.P.
	By: Oaktree Principal Fund V GP, L.P.
	Its: General Partner
	By: Oaktree Principal Fund V GP Ltd.
	Its: General Partner
	By: Oaktree Capital Management, L.P.
	Its: Director
	By:	/s/ Richard Ting
	Name: Richard Ting
	Title: Managing Director
	By:	/s/ Martin Boskovich
	Name: Martin Boskovich
	Title: Senior Vice President