0000895345-19-000281.txt : 20190906 0000895345-19-000281.hdr.sgml : 20190906 20190906170545 ACCESSION NUMBER: 0000895345-19-000281 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190906 DATE AS OF CHANGE: 20190906 GROUP MEMBERS: BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL AD GROUP MEMBERS: BROOKFIELD CREDIT OPPORTUNITIES FUND GP, LLC GROUP MEMBERS: BROOKFIELD CREDIT OPPORTUNITIES MASTER FUND, L.P. GROUP MEMBERS: OC 538 GP, LTD. GROUP MEMBERS: OC 538 OFFSHORE FUND, L.P. GROUP MEMBERS: PARTNERS LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NESCO HOLDINGS, INC. CENTRAL INDEX KEY: 0001709682 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90085 FILM NUMBER: 191080301 BUSINESS ADDRESS: STREET 1: 6714 POINTE INVERNESS WAY STREET 2: SUITE 220 CITY: FORT WAYNE STATE: IN ZIP: 46804 BUSINESS PHONE: (800) 252-0043 MAIL ADDRESS: STREET 1: 6714 POINTE INVERNESS WAY STREET 2: SUITE 220 CITY: FORT WAYNE STATE: IN ZIP: 46804 FORMER COMPANY: FORMER CONFORMED NAME: Capitol Investment Corp. IV DATE OF NAME CHANGE: 20170619 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BROOKFIELD ASSET MANAGEMENT INC. CENTRAL INDEX KEY: 0001001085 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 300 STREET 2: PO BOX 762 CITY: TORONTO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 416-363-9491 MAIL ADDRESS: STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 300 STREET 2: PO BOX 762 CITY: TORONTO STATE: A6 ZIP: M5J2T3 FORMER COMPANY: FORMER CONFORMED NAME: BRASCAN CORP/ DATE OF NAME CHANGE: 20010321 FORMER COMPANY: FORMER CONFORMED NAME: EDPERBRASCAN CORP DATE OF NAME CHANGE: 19970904 FORMER COMPANY: FORMER CONFORMED NAME: BRASCAN LTD DATE OF NAME CHANGE: 19950919 SC 13G 1 ja13g-nesco_brookfield.htm




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 

SCHEDULE 13G
Under the Securities Exchange Act of 1934

 Nesco Holdings, Inc.
(Name of Issuer)
 
Common Stock, $0.0001 par value
(Title of Class of Securities)
 
64083J104
(CUSIP Number)
 
July 31, 2019
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
☐    Rule 13d-1(b)
☒    Rule 13d-1(c)
☐    Rule 13d-1(d)
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter 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).
 
 
 

CUSIP No. 64083J104
13G
 
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 Brookfield Asset Management Inc.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
    
(a)☐
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 Canada
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 2,643,071 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 2,643,071 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 2,643,071 (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)
 
 
 5.2% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 CO
 
 
 
 
 
(1)
Reflects (a) 877,416 shares of common stock, $0.0001 par value per share (“Common Stock”) of which Brookfield Credit Opportunities Master Fund, L.P. (“BCOMF”) is the record owner, together with 1,361,480 shares of Common Stock that BCOMF has the right to obtain, within 60 days, upon the conversion of warrants of which it is the record owner and (b) 152,205 shares of Common Stock of which OC 538 Offshore Fund, L.P. (“OC538”) is the record owner, together with 251,970 shares of Common Stock that OC538 has the right to obtain, within 60 days, upon the conversion of warrants of which it is the record owner.

(2)
Based on 49,033,903 shares of Common Stock outstanding as of July 31, 2019, as reflected in the Form 8K filed by the Issuer with the U.S. Securities and Exchange Commission (“SEC”) on August 1, 2019, together with (a) 1,361,480 shares of Common Stock issuable upon exercise of the warrants held of record by BCOMF and (b) 251,970 shares of Common Stock issuable upon exercise of the warrants held of record by OC538.


CUSIP No. 64083J104
13G
 
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 Partners Limited
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
    
(a)☐
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 Canada
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 2,643,071 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 2,643,071 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 2,643,071 (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)
 
 
 5.2% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 CO
 
 
 
 
 
(1)
Reflects (a) 877,416 shares of Common Stock of which BCOMF is the record owner, together with 1,361,480 shares of Common Stock that BCOMF has the right to obtain, within 60 days, upon the conversion of warrants of which it is the record owner and (b) 152,205 shares of Common Stock of which OC538 is the record owner, together with 251,970 shares of Common Stock that OC538 has the right to obtain, within 60 days, upon the conversion of warrants of which it is the record owner.

(2)
Based on 49,033,903 shares of Common Stock outstanding as of July 31, 2019, as reflected in the Form 8K filed by the Issuer with the SEC on August 1, 2019, together with (a) 1,361,480 shares of Common Stock issuable upon exercise of the warrants held of record by BCOMF and (b) 251,970 shares of Common Stock issuable upon exercise of the warrants held of record by OC538.
 

CUSIP No. 64083J104
13G
 
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 Brookfield Asset Management Private Institutional Capital Adviser (Credit), LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
    
(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
 
 
 2,643,071 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 2,643,071 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 2,643,071 (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)
 
 
 5.2% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 CO
 
 
 
 
 
(1)
Reflects (a) 877,416 shares of Common Stock of which BCOMF is the record owner, together with 1,361,480 shares of Common Stock that BCOMF has the right to obtain, within 60 days, upon the conversion of warrants of which it is the record owner and (b) 152,205 shares of Common Stock of which OC538 is the record owner, together with 251,970 shares of Common Stock that OC538 has the right to obtain, within 60 days, upon the conversion of warrants of which it is the record owner.

(2)
Based on 49,033,903 shares of Common Stock outstanding as of July 31, 2019, as reflected in the Form 8K filed by the Issuer with the SEC on August 1, 2019, together with (a) 1,361,480 shares of Common Stock issuable upon exercise of the warrants held of record by BCOMF and (b) 251,970 shares of Common Stock issuable upon exercise of the warrants held of record by OC538.
 

CUSIP No. 64083J104
13G
 
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 Brookfield Credit Opportunities Fund GP, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
    
(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
 
 
 2,238,896 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 2,238,896 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 2,238,896 (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)
 
 
 4.4% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 CO
 
 
 
 
 
(1)
Reflects 877,416 shares of Common Stock of which BCOMF is the record owner, together with 1,361,480 shares of Common Stock that BCOMF has the right to obtain, within 60 days, upon the conversion of warrants of which it is the record owner.

(2)
Based on 49,033,903 shares of Common Stock outstanding as of July 31, 2019, as reflected in the Form 8K filed by the Issuer with the SEC on August 1, 2019, plus 1,361,480 shares of Common Stock issuable upon exercise of the warrants held of record by BCOMF.


CUSIP No. 64083J104
13G
 
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 Brookfield Credit Opportunities Master Fund, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
    
(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
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 2,238,896 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 2,238,896 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 2,238,896 (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)
 
 
 4.4% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 PN
 
 
 
 
 
(1)
Reflects 877,416 shares of Common Stock of which BCOMF is the record owner, together with 1,361,480 shares of Common Stock that BCOMF has the right to obtain, within 60 days, upon the conversion of warrants of which it is the record owner.

(2)
Based on 49,033,903 shares of Common Stock outstanding as of July 31, 2019, as reflected in the Form 8K filed by the Issuer with the SEC on August 1, 2019, plus 1,361,480 shares of Common Stock issuable upon exercise of the warrants held of record by BCOMF.


CUSIP No. 64083J104
13G
 
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 OC 538 GP, Ltd..
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
    
(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
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 404,175 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
404,175 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
404,175 (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)
 
 
 0.8% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 CO
 
 
 
 
 
(1)
Reflects 152,205 shares of Common Stock of which OC538 is the record owner, together with 251,970 shares of Common Stock that OC538 has the right to obtain, within 60 days, upon the conversion of warrants of which it is the record owner.

(2)
Based on 49,033,903 shares of Common Stock outstanding as of July 31, 2019, as reflected in the Form 8K filed by the Issuer with the SEC on August 1, 2019, plus 251,970 shares of Common Stock issuable upon exercise of the warrants held of record by OC538.
 

CUSIP No. 64083J104
13G
 
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 OC 538 Offshore Fund, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
    
(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
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 404,175 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
404,175 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
404,175 (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)
 
 
 0.8% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 PN
 
 
 
 
 
(1)
Reflects 152,205 shares of Common Stock of which OC538 is the record owner, together with 251,970 shares of Common Stock that OC538 has the right to obtain, within 60 days, upon the conversion of warrants of which it is the record owner.

(2)
Based on 49,033,903 shares of Common Stock outstanding as of July 31, 2019, as reflected in the Form 8K filed by the Issuer with the SEC on August 1, 2019, plus 251,970 shares of Common Stock issuable upon exercise of the warrants held of record by OC538.


Item 1(a). Name of Issuer:

Nesco Holdings, Inc.
 
Item 1(b). Address of Issuer’s Principal Executive Offices:

6714 Pointe Inverness Way, Suite 220
Fort Wayne, IN, 46804 

Item 2(a). Name of Person Filing:

This Schedule 13G is being filed on behalf of the following persons (the “Reporting Persons”)*:

(i)
Brookfield Asset Management Inc. (“BAM”);
(ii)
Partners Limited;
(iii)
Brookfield Asset Management Private Institutional Capital Adviser (Credit), LLC (“BAMPIC (Credit)”);
(iv)
Brookfield Credit Opportunities Fund GP, LLC (“BCOF GP”);
(v)
Brookfield Credit Opportunities Master Fund, L.P. (“BCOMF”);
(vi)
OC 538 GP, Ltd. (“OC538 GP”); and
(vii)
OC 538 Offshore Fund, L.P. (“OC538”).

*Attached as Exhibit A is a copy of an agreement among the Reporting Persons that this Schedule 13G is being filed on behalf of each of them.
 
Item 2(b). Address of Principal Business Office or, if none, Residence:

The address of the principal business office of each Reporting Person is:

181 Bay Street, Suite 300,
Brookfield Place,
Toronto, Ontario M5J 2T3, Canada

Item 2(c). Citizenship:

See Item 4 of the attached cover pages.

Item 2(d). Title of Class of Securities:

Common Stock, $0.0001 par value per share (“Common Stock”)
 
Item 2(e). CUSIP Number:
 
64083J104

Item 3.
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Not Applicable.

Item 4. Ownership.

(a)
Amount beneficially owned:
 
 
 
See Item 9 of the attached cover pages.
 
 
(b)
Percent of class:
 
 
 
See Item 11 of the attached cover pages.
 
 
(c)
Number of shares as to which such person has:
 
 
 
(i)
Sole power to vote or to direct the vote:
 
 
 
 
See Item 5 of the attached cover pages.
 
 
 
(ii)
Shared power to vote or to direct the vote:
 
 
 
 
See Item 6 of the attached cover pages.
 
 
 
(iii)
Sole power to dispose or to direct the disposition:
 
 
 
 
See Item 7 of the attached cover pages.
 
 
 
(iv)
Shared power to dispose or to direct the disposition:
 
 
 
 
See Item 8 of the attached cover pages.

OC538 and BCOMF are the record owners of the number of shares of Common Stock shown on Item 9 of their respective cover pages.

OC538 GP is the general partner of OC538 and may be deemed to have shared beneficial ownership of the shares of Common Stock of which OC538 is the record owner.  BCOF GP is the general partner of BCOMF and may be deemed to have shared beneficial ownership of the shares of Common Stock of which BCOMF is the record owner.

BAMPIC (Credit) is the investment manager of BCOMF and OC538, and may be deemed to share beneficial ownership of the shares of Common Stock of which BCOMF and OC538 are the record owners, respectively.  BAM, by virtue of its relationship to BAMPIC (Credit), may be deemed to share beneficial ownership of the shares of Common Stock over which BAMPIC (Credit) may share beneficial ownership.  Partners Limited, by virtue of its relationship BAM, may be deemed to share beneficial ownership of the shares of Common Stock of which BAM may share beneficial ownership.

Item 5. Ownership of Five Percent or Less of a Class.

Not Applicable.

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.

Not Applicable.
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not Applicable.

Item 8. Identification and Classification of Members of the Group.

Not Applicable.

Item 9. Notice of Dissolution of Group.

Not Applicable.
 
Item 10.
Certification.
 
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.

SIGNATURE

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

Dated:  September 6, 2019

 
BROOKFIELD ASSET MANAGEMENT INC.
  
     
 
By:
/s/ Kathy Sarpash
  
 
Name:
Kathy Sarpash
  
 
Title:
Vice President
  
 

 
PARTNERS LIMITED
  
     
 
By:
/s/ Brian D. Lawson
  
 
Name:
Brian D. Lawson
  
 
Title:
President
  
 

 
BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (CREDIT), LLC
  
     
 
By:
/s/ Anthony Bavaro
  
 
Name:
Anthony Bavaro
  
 
Title:
Vice President
  
 

 
BROOKFIELD CREDIT OPPORTUNITIES FUND GP, LLC
  
     
 
By:
/s/ Anthony Bavaro
  
 
Name:
Anthony Bavaro
  
 
Title:
Vice President
  

 
 
BROOKFIELD CREDIT OPPORTUNITIES MASTER FUND, L.P.
  
     
  By:
Brookfield Asset Management Private Institutional Capital Adviser (Credit), LLC, its Investment Manager
  
       
 
By:
/s/ Anthony Bavaro
  
 
Name:
Anthony Bavaro
  
 
Title:
Vice President
  


 
OC 538 GP, LTD.
  
     
 
By:
/s/ Robert Paine
  
 
Name:
Robert Paine
  
 
Title:
Director
  
 
 
 
OC 538 OFFSHORE FUND, L.P.
  
     
  By:
Brookfield Asset Management Private Institutional Capital Adviser (Credit), LLC, its Investment Manager
  
       
 
By:
/s/ Anthony Bavaro
  
 
Name:
Anthony Bavaro
  
 
Title:
Vice President
  


EXHIBIT A
 
The undersigned, Brookfield Asset Management Inc., Partners Limited, Brookfield Asset Management Private Institutional Capital Adviser (Credit), LLC, Brookfield Credit Opportunities Fund GP, LLC, Brookfield Credit Opportunities Master Fund, L.P., OC 538 GP, LTD and OC 538 Offshore Fund, L.P. hereby agree and acknowledge that the information required by this Schedule 13G, to which this Agreement is attached as an exhibit, is filed on behalf of each of them.  The undersigned further agree that any further amendments or supplements thereto shall also be filed on behalf of each of them.

Dated:  September 6, 2019

 
BROOKFIELD ASSET MANAGEMENT INC.
  
     
 
By:
/s/ Kathy Sarpash
  
 
Name:
Kathy Sarpash
  
 
Title:
Vice President
  
 

 
PARTNERS LIMITED
  
     
 
By:
/s/ Brian D. Lawson
  
 
Name:
Brian D. Lawson
  
 
Title:
President
  
 

 
BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (CREDIT), LLC
  
     
 
By:
/s/ Anthony Bavaro
  
 
Name:
Anthony Bavaro
  
 
Title:
Vice President
  
 

 
BROOKFIELD CREDIT OPPORTUNITIES FUND GP, LLC
  
     
 
By:
/s/ Anthony Bavaro
  
 
Name:
Anthony Bavaro
  
 
Title:
Vice President
  

 
 
BROOKFIELD CREDIT OPPORTUNITIES MASTER FUND, L.P.
  
     
  By:
Brookfield Asset Management Private Institutional Capital Adviser (Credit), LLC, its Investment Manager
  
       
 
By:
/s/ Anthony Bavaro
  
 
Name:
Anthony Bavaro
  
 
Title:
Vice President
  


 
OC 538 GP, LTD.
  
     
 
By:
/s/ Robert Paine
  
 
Name:
Robert Paine
  
 
Title:
Director
  
 
 
 
OC 538 OFFSHORE FUND, L.P.
  
     
  By:
Brookfield Asset Management Private Institutional Capital Adviser (Credit), LLC, its Investment Manager
  
       
 
By:
/s/ Anthony Bavaro
  
 
Name:
Anthony Bavaro
  
 
Title:
Vice President