Vistra Corp.
|
(Name of Issuer)
|
Common Stock, par value $0.01 per share |
(Title of Class of Securities)
|
92840M102 |
(CUSIP Number)
|
March 18, 2020 |
(Date of Event Which Requires Filing of this Statement)
|
☐ |
Rule 13d-1(b)
|
☒ |
Rule 13d-1(c)
|
☐ |
Rule 13d-1(d)
|
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
|
|
|
||
19,855,405(1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,855,405(1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,855,405(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)
|
|
|
||
4.06%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO, HC
|
|
|
|||
|
|
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
|
|
|
||
19,855,405(1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,855,405(1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,855,405(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)
|
|
|
||
4.06%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
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
|
|
|
||
19,855,405(1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,855,405(1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,855,405(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)
|
|
|
||
4.06%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO |
|
|
|||
|
|
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
|
|
|
||
19,855,405 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,855,405 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,855,405 (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)
|
|
|
||
4.06%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
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
|
|
|
||
19,855,405 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,855,405 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,855,405 (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)
|
|
|
||
4.06%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO |
|
|
|||
|
|
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
|
|
|
||
19,855,405 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,855,405 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,855,405 (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)
|
|
|
||
4.06%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO |
|
|
|||
|
|
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
|
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
|
|
|
||
19,855,405 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,855,405 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,855,405 (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)
|
|
|
||
4.06%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO |
|
|
|||
|
|
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
|
|
|
||
19,855,405 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,855,405 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,855,405 (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)
|
|
|
||
4.06%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO |
|
|
|||
|
|
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
|
|
|
||
19,855,405 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,855,405 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,855,405 (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)
|
|
|
||
4.06%(2) |
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN |
|
|
|||
|
|
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
|
|
|
||
19,855,405 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,855,405 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,855,405 (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)
|
|
|
||
4.06%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
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
|
|
|
||
19,855,405 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,855,405 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,855,405 (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)
|
|
|
||
4.06%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
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
|
|
|
||
19,855,405 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,855,405 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,855,405 (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)
|
|
|
||
4.06%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO |
|
|
|||
|
|
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)
|
|
|
||
1.85%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO |
|
|
|||
|
|
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
|
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
|
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
|
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
|
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
|
|
|
||
1,810,847
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,810,847
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,810,847
|
|
|
|||
|
|
||||
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
|
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
|
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
|
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
|
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
|
|
|
|
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
|
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
|
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
|
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
|
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
|
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
|
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
|
|
|
|
562,650
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
7,884(1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
562,650
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
7,884(1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
570,534
|
|
|
|||
|
|
||||
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
|
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
|
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
|
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
|
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
|
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
|
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
|
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
|
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
|
|
|
||
|
|
|
|||
|
|
||||
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
|
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
|
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
|
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
|
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
|
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
|
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
|
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
|
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
|
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
|
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
|
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
|
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
|
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
|
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
|
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
|
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
|
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
|
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)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
Less than 0.01%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
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
|
|
|
||
|
|
|
|||
|
|
||||
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
|
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
|
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
|
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
|
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
|
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
|
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
|
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
|
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
|
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
|
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
|
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
|
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
|
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
|
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
|
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
|
|
|
|||
|
|
(a). |
Name of Issuer. Vistra Corp.
|
(b). |
Address of Issuer's Principal Executive Offices
|
(1) |
Longhorn Capital GS, L.P. (“Longhorn”)
|
(2) |
Brookfield Titan Holdings LP (“Titan Holdings”), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Longhorn;
|
(3) |
BCP Titan Margin Aggregator LP (“Margin Aggregator”), as a direct owner of Common Stock;
|
(4)
|
Titan Margin Investment GP LLC (“Margin GP”), as general partner of Margin Aggregator;
|
(5) |
BCP Titan Aggregator, L.P. (“Aggregator”), in its capacity as a direct owner of Common Stock 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 of Common Stock and indirect owner of Common Stock through Margin Aggregator and Longhorn;
|
(7) |
Titan Co-Investment-AC, L.P. (“Titan AC”), in its capacity as a direct owner of Common Stock 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 Common Stock 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 Common Stock 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 Common Stock and indirect owner of Common Stock through Longhorn;
|
(11) |
Titan Co-Investment-GLH, L.P. (“Titan GLH”), in its capacity as a direct owner of Common 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 Common Stock and indirect owner of Common Stock through Longhorn;
|
(13) |
Titan Co-Investment-ICG, L.P. (“Titan ICG”), in its capacity as a direct owner of Common 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 Common Stock and indirect owner of Common Stock through Longhorn;
|
(15) |
Titan Co-Investment-MCG, L.P. (“Titan MCG”), in its capacity as a direct owner of Common 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 of Common Stock and indirect owner of Common Stock through Longhorn;
|
(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 Titan MRS, the “Titan Vehicles”);
|
(18) |
Titan Co-Investment GP, LLC (“Titan Co-Invest”), in its capacity as general partner to each of the Titan Vehicles;
|
(19) |
Brookfield Private Equity Group Holdings LP (“BPEGH”), as a limited partner of Titan Holdings 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 of BCA;
|
(23) |
Brookfield Holdings Canada Inc. (“BHC”), in its capacity as indirect shareholder of BUS and 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 as the limited partner of Titan Holdings;
|
(26) |
Brookfield Private Equity Holdings LLC (“BPEH”), in its capacity as the member of Titan 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 DIH and 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 a direct owner of Common Stock;
|
(32) |
Oaktree Opps X Holdco Ltd. (“OAK Opps X Holdco”), in its capacity as a direct owner of Common Stock;
|
(33) |
OCM Opportunities Fund VII Delaware, L.P. (“OCM Fund VII”), in its capacity as a direct owner of Common Stock;
|
(34) |
OCM Opportunities Fund VII Delaware GP, Inc. (“OCM Fund VII GP”), in its capacity as the general partner of OCM Fund VII;
|
(35) |
OCM Opportunities Fund VII L.P. (“OCM Fund VII GP SH”), in its capacity as the sole shareholder of OCM Fund VII GP;
|
(36) |
OCM Opportunities Fund VII GP, L.P. (“OCM Opps Fund GP”), in its capacity as the general partner of OCM Fund VII GP SH;
|
(37) |
OCM Opportunities Fund VII GP Ltd. (“OCM Opps Fund GP Ltd.”), in its capacity as the general partner of OCM Opps Fund GP;
|
(38) |
Oaktree Opps VIIIb Holdco Ltd. (“OAK Opps VIIIb Holdco”), in its capacity as a direct owner of Common Stock;
|
(39) |
Oaktree Huntington Investment Fund, L.P. (“OAK HIF”), in its capacity as a direct owner of Common Stock;
|
(40) |
Oaktree Huntington Investment Fund GP, L.P. (“OAK HIF GP”), in its capacity as general partner of OAK HIF;
|
(41) |
Oaktree Huntington Investment Fund GP Ltd. (“OAK HIF GP Ltd.”), in its capacity as general partner of OAK HIF GP;
|
(42) |
Oaktree Opportunities Fund VIII (Parallel 2), L.P. (“OAK VIII Parallel 2”), in its capacity as a direct owner of Common Stock;
|
(43) |
Oaktree Opportunities Fund VIII GP, L.P. (“OAK VIII GP”), in its capacity as general partner of OAK VIII Parallel 2;
|
(44) |
Oaktree Opportunities Fund VIII GP Ltd. (“OAK VIII GP Ltd.”), in its capacity as general partner of OAK VIII GP;
|
(45) |
Opps DGY Holdings, L.P. (“OAK DGY Holdings”), in its capacity as a direct owner of Common Stock;
|
(46) |
Oaktree Opportunities Fund X GP, L.P. (“OAK DGY Holdings GP”), in its capacity as general partner of OAK DGY Holdings;
|
(47) |
Oaktree Opportunities Fund X GP Ltd. (“OAK DGY Holdings GP Ltd.”), in its capacity as general partner of OAK DGY Holdings GP.
|
(48) |
Oaktree FF Investment Fund, L.P. - Class B (“OCM FB”), in its capacity as a direct owner of Common Stock;
|
(49) |
Oaktree FF Investment Fund GP, L.P. (“OCM FB GP”), in its capacity as the general partner of OCM FB;
|
(50) |
Oaktree FF Investment Fund GP Ltd. (“OCM FG GP Ltd.”), in its capacity as the general partner of OCM FB GP;
|
(51) |
Oaktree FF Investment Fund Class F Holdings, L.P. (“OCM FF”), in its capacity as a direct owner of Common Stock;
|
(52) |
Oaktree FF Investment Fund Class F Holdings GP, L.P. (“OCM FF GP”), in its capacity as the general partner of OAK FF;
|
(53) |
Oaktree FF Investment Fund Class F Holdings GP Ltd. (“OCM FF GP Ltd.”), in its capacity as the general partner of OAK FF GP;
|
(54) |
Oaktree Value Opportunities Fund Holdings, L.P. (“OAK VOF Holdings”), in its capacity as a direct owner of Common Stock;
|
(55) |
Oaktree Value Opportunities Fund GP, L.P. (“OAK VOF GP”), in its capacity as general partner of OAK VOF Holdings;
|
(56) |
Oaktree Value Opportunities Fund GP Ltd., in its capacity as the general partner of OAK VOF GP;
|
(57) |
Oaktree Opportunities Fund X Holdings (Delaware), L.P. (“OAK Fund X”), in its capacity as a direct owner of Common Stock;
|
(58) |
Oaktree Opportunities Fund Xb Holdings (Delaware) (“OAK Opps Xb”), in its capacity as a direct owner of Common Stock;
|
(59) |
Oaktree Opportunities Fund VIII Delaware, L.P. (“OAK Fund VIII”), in its capacity as a direct owner of Common Stock;
|
(60) |
Oaktree Opportunities Fund VIIIb Delaware, L.P. (“OAK Fund VIIIb”), in its capacity as a direct owner of Common Stock;
|
(61) |
OCM Opportunities Fund VIIb Delaware, L.P. (“OCM Opps VIIb”), in its capacity as a direct 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;
|
(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 OCM Holdings;
|
(68) |
Oaktree Capital Management, L.P. (“OCM”), in its capacity as director of 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 as duly appointed manager of OAK-Forrest;
|
(69) |
Oaktree Capital Management GP LLC (“OCM GP”), in its capacity as general partner of OCM; and
|
(70) |
Atlas OCM Holdings LLC (“Atlas OCM”), in its capacity as managing member of OCM GP;
|
(71) |
Oaktree Capital Group Holdings GP, LLC (“OCGH”), in its capacity as the indirect owner of the class B units of each of OCG and Atlas OCM.
|
Item 3. |
Not applicable.
|
Item 4. |
Ownership
|
(a)(b)(c) |
Amount beneficially owned:
|
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
|
562,650
|
7,884
|
570,534
|
0.12%
|
|||||
Titan RBS
|
1,280
|
0
|
0
|
Less than 0.01%
|
|||||
Longhorn
|
0
|
1,810,947
|
1,810,947
|
0.37%
|
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
|
0.00%
|
|||||
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%
|
Item 5. |
Ownership of Five Percent or Less of a Class
|
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
|
Item 8. |
Identification and Classification of Members of the Group
|
Item 9. |
Notice of Dissolution of Group
|
Item 10. |
Certifications
|
BROOKFIELD ASSET MANAGEMENT, INC.
|
By: | /s/ Jessica Diab |
Name: |
Jessica Diab
|
|
Title: |
Vice President – Legal & Regulatory
|
PARTNERS LIMITED
|
|
By: | /s/ Brian Lawson |
Name: |
Brian Lawson
|
|
Title: |
President
|
BROOKFIELD PRIVATE EQUITY INC.
|
|
By: |
/s/ A.J. Silber
|
Name: |
A.J. Silber
|
|
Title: |
Director
|
BROOKFIELD US INC.
|
||
By: | /s/ Kathy Sarpash |
Name: |
Kathy Sarpash
|
|
Title: |
Secretary
|
BROOKFIELD PRIVATE EQUITY HOLDINGS LLC
|
|
By: |
/s/ Luke Ricci
|
Name: |
Luke Ricci
|
|
Title: |
Director, Legal
|
BROOKFIELD PRIVATE EQUITY DIRECT INVESTMENTS HOLDINGS LP
|
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
|
|
Title: |
Director
|
BROOKFIELD HOLDINGS CANADA INC.
|
By: | /s/ Kathy Sarpash |
Name: |
Kathy Sarpash
|
|
Title: |
Vice-President and Secretary
|
BROOKFIELD PRIVATE FUNDS HOLDINGS INC.
|
By: | /s/ Kathy Sarpash |
Name: |
Kathy Sarpash
|
|
Title: |
Senior Vice President
|
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
|
TITAN CO-INVESTMENT GP, LLC
|
By: |
/s/ Luke Ricci |
Name: |
Luke Ricci
|
|
Title: |
Director, Legal
|
BROOKFIELD PRIVATE EQUITY GROUP HOLDINGS LP
|
By: |
Brookfield Private Equity Inc., its general partner:
|
By: | /s/ A.J. Silber |
Name: |
A.J. Silber
|
|
Title: |
Director
|
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
|
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
|
TITAN CO-INVESTMENT-GLH, L.P.
|
By: |
Titan Co-Investment GP, LLC, its general partner:
|
By: | /s/ Luke Ricci |
Name: |
Luke Ricci
|
|
Title: |
Director, Legal
|
TITAN CO-INVESTMENT-HI, L.P.
|
By: |
Titan Co-Investment GP, LLC, its general partner:
|
By: | /s/ Luke Ricci |
Name: |
Luke Ricci
|
|
Title: |
Director, Legal
|
TITAN CO-INVESTMENT-ICG, L.P.
|
By: |
Titan Co-Investment GP, LLC, its general partner:
|
By: | /s/ Luke Ricci |
Name: |
Luke Ricci
|
|
Title: |
Director, Legal
|
TITAN CO-INVESTMENT-LB, L.P.
|
By: |
Titan Co-Investment GP, LLC, its general partner:
|
By: | /s/ Luke Ricci |
Name: |
Luke Ricci
|
|
Title: |
Director, Legal
|
TITAN CO-INVESTMENT-MCG, L.P.
|
By: |
Titan Co-Investment GP, LLC, its general partner:
|
By: | /s/ Luke Ricci |
Name: |
Luke Ricci
|
|
Title: |
Director, Legal
|
TITAN CO-INVESTMENT-MRS, L.P.
|
By: |
Titan Co-Investment GP, LLC, its general partner:
|
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.
|
By: |
Titan Co-Investment GP, LLC, its general partner:
|
By: | /s/ Luke Ricci |
Name: |
Luke Ricci
|
|
Title: |
Director, Legal
|
BCP TITAN SUB AGGREGATOR, L.P.
|
By: |
Titan Co-Investment GP, LLC, its general partner:
|
By: | /s/ Luke Ricci |
Name: |
Luke Ricci
|
|
Title: |
Director, Legal
|
LONGHORN CAPITAL GS LP
|
|||
By:
|
Longhorn Capital Ltd., its general partner:
|
||
By:
|
/s/ A.J. Silber |
Name:
|
A.J. Silber
|
Title:
|
Authorized Signatory
|
OAKTREE CAPITAL MANAGEMENT, LP
|
By:
|
/s/ Jordan Mikes |
Name:
|
Jordan Mikes
|
Title:
|
Senior Vice President
|
OAKTREE FF INVESTMENT FUND CLASS F HOLDINGS, L.P.
|
|||
By:
|
Oaktree FF Investment Fund GP, Ltd.
|
||
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
|
|||
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
|
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/ Jordan Mikes |
Name:
|
Jordan Mikes
|
Title:
|
Senior Vice President
|
OAKTREE FF INVESTMENT FUND GP LTD.
|
|||
By:
|
Oaktree Capital Management, L.P.
|
||
Its:
|
Director
|
||
By:
|
/s/ Jordan Mikes
|
Name:
|
Jordan Mikes
|
Title:
|
Senior 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/ Jordan Mikes
|
Name:
|
Jordan Mikes
|
Title:
|
Senior Vice President
|
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/ Jordan Mikes
|
Name:
|
Jordan Mikes
|
Title:
|
Senior Vice President
|
OAKTREE HUNTINGTON INVESTMENT FUND GP LTD.
|
|||
By:
|
Oaktree Capital Management, L.P.
|
||
Its:
|
Director
|
||
By:
|
/s/ Jordan Mikes
|
Name:
|
Jordan Mikes
|
Title:
|
Senior 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/ Jordan Mikes
|
Name:
|
Jordan Mikes
|
Title:
|
Senior Vice President
|
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/ Jordan Mikes
|
Name:
|
Jordan Mikes
|
Title:
|
Senior Vice President
|
OAKTREE OPPORTUNITIES FUND VIII GP LTD.
|
|||
By:
|
Oaktree Capital Management, L.P.
|
||
Its:
|
Director
|
||
By:
|
/s/ Jordan Mikes
|
Name:
|
Jordan Mikes
|
Title:
|
Senior Vice President
|
OAKTREE OPPS VIIIB HOLDCO LTD.
|
|||
By:
|
Oaktree Capital Management, L.P.
|
||
Its:
|
Director
|
||
By:
|
/s/ Jordan Mikes
|
Name:
|
Jordan Mikes
|
Title:
|
Senior Vice President
|
OAKTREE OPPS X HOLDCO LTD.
|
|||
By:
|
Oaktree Capital Management, L.P.
|
||
Its:
|
Director
|
||
By:
|
/s/ Jordan Mikes
|
Name:
|
Jordan Mikes
|
Title:
|
Senior Vice President
|
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/ Jordan Mikes
|
Name:
|
Jordan Mikes
|
Title:
|
Senior 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/ Jordan Mikes |
Name:
|
Jordan Mikes
|
Title:
|
Senior Vice President
|
OAKTREE VALUE OPPORTUNITIES FUND GP LTD.
|
|||
By:
|
Oaktree Capital Management, L.P.
|
||
Its:
|
Director
|
||
By:
|
/s/ Jordan Mikes
|
Name:
|
Jordan Mikes
|
Title:
|
Senior Vice President
|
OCM OPPORTUNITIES FUND VII DELAWARE, L.P.
|
|||
By:
|
OCM Opportunities Fund VII Delaware GP, Inc.
|
||
Its:
|
General Partner
|
||
By:
|
/s/ Jordan Mikes
|
Name:
|
Jordan Mikes
|
Title:
|
Authorized Signatory
|
OCM OPPORTUNITIES FUND VII DELAWARE GP, INC.
|
By:
|
/s/ Jordan Mikes
|
Name:
|
Jordan Mikes
|
Title:
|
Authorized Signatory
|
OAKTREE-FORREST MULTI-STRATEGY, LLC (SERIES B)
|
|||
By:
|
Oaktree Capital Management, L.P.
|
||
Its:
|
Manager
|
||
By:
|
/s/ Jordan Mikes
|
Name:
|
Jordan Mikes
|
Title:
|
Senior 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/ Jordan Mikes
|
Name:
|
Jordan Mikes
|
Title:
|
Senior Vice President
|
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/ Jordan Mikes |
Name:
|
Jordan Mikes
|
Title:
|
Senior Vice President
|
OAKTREE OPPORTUNITIES FUND IX GP LTD.
|
|||
By:
|
Oaktree Capital Management, L.P.
|
||
Its:
|
Director
|
||
By:
|
/s/ Jordan Mikes |
Name:
|
Jordan Mikes
|
Title:
|
Senior 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/ Jordan Mikes |
Name:
|
Jordan Mikes
|
Title:
|
Authorized Signatory
|
OAKTREE FUND GP, LLC
|
|||
By:
|
Oaktree Fund GP I, L.P.
|
||
Its:
|
Managing Member
|
||
By:
|
/s/ Jordan Mikes |
Name:
|
Jordan Mikes
|
Title:
|
Authorized Signatory
|
OAKTREE FUND GP I, L.P.
|
By:
|
/s/ Jordan Mikes |
Name:
|
Jordan Mikes
|
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/ Jordan Mikes |
Name:
|
Jordan Mikes
|
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/ Jordan Mikes |
Name:
|
Jordan Mikes
|
Title:
|
Authorized Signatory
|
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/ Jordan Mikes |
Name:
|
Jordan Mikes
|
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/ Jordan Mikes |
Name:
|
Jordan Mikes
|
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/ Jordan Mikes |
Name:
|
Jordan Mikes
|
Title:
|
Senior Vice President
|
ATLAS OCM HOLDINGS, LLC
|
|||
By:
|
Oaktree New Holdings, LLC
|
||
Its:
|
Member
|
||
By:
|
/s/ Jordan Mikes |
Name:
|
Jordan Mikes
|
Title:
|
Senior Vice President
|
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
|
By:
|
/s/ Jordan Mikes |
Name:
|
Jordan Mikes
|
Title:
|
Senior Vice President
|
Exhibit No.
|
|
Joint Filing Agreement, dated September 21, 2020
|
Dated: September 21, 2020
|
|||
BROOKFIELD ASSET MANAGEMENT, INC.
|
By:
|
/s/ Jessica Diab |
Name:
|
Jessica Diab
|
Title:
|
Vice President – Legal & Regulatory
|
PARTNERS LIMITED
|
By:
|
/s/ Brian Lawson |
Name:
|
Brian Lawson
|
Title:
|
President
|
BROOKFIELD PRIVATE EQUITY INC.
|
By:
|
/s/ A.J. Silber |
Name:
|
A.J. Silber
|
Title:
|
Director
|
BROOKFIELD US INC.
|
By:
|
/s/ Kathy Sarpash |
Name:
|
Kathy Sarpash
|
Title:
|
Secretary
|
BROOKFIELD PRIVATE EQUITY HOLDINGS LLC
|
|
By:
|
/s/ Luke Ricci |
Name:
|
Luke Ricci
|
Title:
|
Director, Legal
|
BROOKFIELD PRIVATE EQUITY DIRECT INVESTMENTS HOLDINGS LP
|
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
|
Title:
|
Director
|
BROOKFIELD HOLDINGS CANADA INC.
|
By:
|
/s/ Kathy Sarpash |
Name:
|
Kathy Sarpash
|
Title:
|
Vice-President and Secretary
|
BROOKFIELD PRIVATE FUNDS HOLDINGS INC.
|
By:
|
/s/ Kathy Sarpash |
Name:
|
Kathy Sarpash
|
Title:
|
Senior Vice President
|
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
|
TITAN CO-INVESTMENT GP, LLC
|
By:
|
/s/ Luke Ricci |
Name:
|
Luke Ricci
|
Title:
|
Director, Legal
|
BROOKFIELD PRIVATE EQUITY GROUP HOLDINGS LP
|
By:
|
Brookfield Private Equity Inc., its general partner:
|
By:
|
/s/ A.J. Silber |
Name:
|
A.J. Silber
|
Title:
|
Director
|
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
|
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
|
TITAN CO-INVESTMENT-GLH, L.P.
|
|||
By:
|
Titan Co-Investment GP, LLC, its general partner:
|
||
By:
|
/s/ Luke Ricci |
Name:
|
Luke Ricci
|
Title:
|
Director, Legal
|
TITAN CO-INVESTMENT-HI, L.P.
|
|||
By: |
Titan Co-Investment GP, LLC, its general partner:
|
||
By: |
/s/ Luke Ricci
|
Name:
|
Luke Ricci |
Title:
|
Director, Legal |
TITAN CO-INVESTMENT-ICG, L.P.
|
|||
By:
|
Titan Co-Investment GP, LLC, its general partner:
|
||
By:
|
/s/ Luke Ricci |
Name:
|
Luke Ricci
|
Title:
|
Director, Legal
|
TITAN CO-INVESTMENT-LB, L.P.
|
|||
By:
|
Titan Co-Investment GP, LLC, its general partner:
|
||
By:
|
/s/ Luke Ricci |
Name:
|
Luke Ricci
|
Title:
|
Director, Legal
|
TITAN CO-INVESTMENT-MCG, L.P.
|
|||
By:
|
Titan Co-Investment GP, LLC, its general partner:
|
||
By:
|
/s/ Luke Ricci |
Name:
|
Luke Ricci
|
Title:
|
Director, Legal
|
TITAN CO-INVESTMENT-MRS, L.P.
|
|||
By:
|
Titan Co-Investment GP, LLC, its general partner:
|
||
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.
|
|||
By:
|
Titan Co-Investment GP, LLC, its general partner:
|
||
By:
|
/s/ Luke Ricci |
Name:
|
Luke Ricci
|
Title: |
Director, Legal
|
BCP TITAN SUB AGGREGATOR, L.P.
|
|||
By:
|
Titan Co-Investment GP, LLC, its general partner:
|
||
By:
|
/s/ Luke Ricci |
Name:
|
Luke Ricci
|
Title:
|
Director, Legal
|
LONGHORN CAPITAL GS LP
|
|||
By:
|
Longhorn Capital Ltd., its general partner:
|
||
By:
|
/s/ A.J. Silber |
Name:
|
A.J. Silber
|
Title:
|
Authorized Signatory
|
OAKTREE CAPITAL MANAGEMENT, LP
|
By:
|
/s/ Jordan Mikes |
Name:
|
Jordan Mikes
|
Title:
|
Senior Vice President
|
OAKTREE FF INVESTMENT FUND CLASS F HOLDINGS, L.P.
|
|||
By:
|
Oaktree FF Investment Fund GP, Ltd.
|
||
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
|
|||
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
|
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/ Jordan Mikes |
Name:
|
Jordan Mikes
|
Title:
|
Senior Vice President
|
OAKTREE FF INVESTMENT FUND GP LTD.
|
|||
By:
|
Oaktree Capital Management, L.P.
|
||
Its:
|
Director
|
||
By:
|
/s/ Jordan Mikes |
Name:
|
Jordan Mikes
|
Title:
|
Senior 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/ Jordan Mikes |
Name:
|
Jordan Mikes
|
Title:
|
Senior Vice President
|
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/ Jordan Mikes |
Name:
|
Jordan Mikes
|
Title:
|
Senior Vice President
|
OAKTREE HUNTINGTON INVESTMENT FUND GP LTD.
|
|||
By:
|
Oaktree Capital Management, L.P.
|
||
Its:
|
Director
|
||
By:
|
/s/ Jordan Mikes |
Name:
|
Jordan Mikes
|
Title:
|
Senior 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/ Jordan Mikes |
Name:
|
Jordan Mikes
|
Title:
|
Senior Vice President
|
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/ Jordan Mikes |
Name:
|
Jordan Mikes
|
Title:
|
Senior Vice President
|
OAKTREE OPPORTUNITIES FUND VIII GP LTD.
|
|||
By:
|
Oaktree Capital Management, L.P.
|
||
Its:
|
Director
|
||
By:
|
/s/ Jordan Mikes |
Name:
|
Jordan Mikes
|
Title:
|
Senior Vice President
|
OAKTREE OPPS VIIIB HOLDCO LTD.
|
|||
By:
|
Oaktree Capital Management, L.P.
|
||
Its:
|
Director
|
||
By:
|
/s/ Jordan Mikes |
Name:
|
Jordan Mikes
|
Title:
|
Senior Vice President
|
OAKTREE OPPS X HOLDCO LTD.
|
|||
By:
|
Oaktree Capital Management, L.P.
|
||
Its:
|
Director
|
||
By:
|
/s/ Jordan Mikes |
Name:
|
Jordan Mikes
|
Title:
|
Senior Vice President
|
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/ Jordan Mikes |
Name:
|
Jordan Mikes
|
Title:
|
Senior 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/ Jordan Mikes |
Name:
|
Jordan Mikes
|
Title:
|
Senior Vice President
|
OAKTREE VALUE OPPORTUNITIES FUND GP LTD.
|
|||
By:
|
Oaktree Capital Management, L.P.
|
||
Its:
|
Director
|
||
By:
|
/s/ Jordan Mikes |
Name:
|
Jordan Mikes
|
Title:
|
Senior Vice President
|
OCM OPPORTUNITIES FUND VII DELAWARE, L.P.
|
By:
|
OCM Opportunities Fund VII Delaware GP, Inc.
|
||
Its:
|
General Partner
|
By:
|
/s/ Jordan Mikes |
Name:
|
Jordan Mikes
|
Title:
|
Authorized Signatory
|
OCM OPPORTUNITIES FUND VII DELAWARE GP, INC.
|
By:
|
/s/ Jordan Mikes |
Name:
|
Jordan Mikes
|
Title:
|
Authorized Signatory
|
OAKTREE-FORREST MULTI-STRATEGY, LLC (SERIES B)
|
|||
By:
|
Oaktree Capital Management, L.P.
|
||
Its:
|
Manager
|
||
By:
|
/s/ Jordan Mikes |
Name:
|
Jordan Mikes
|
Title:
|
Senior 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/ Jordan Mikes |
Name:
|
Jordan Mikes
|
Title:
|
Senior Vice President
|
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/ Jordan Mikes |
Name:
|
Jordan Mikes
|
Title:
|
Senior Vice President
|
OAKTREE OPPORTUNITIES FUND IX GP LTD.
|
|||
By:
|
Oaktree Capital Management, L.P.
|
||
Its:
|
Director
|
||
By:
|
/s/ Jordan Mikes |
Name:
|
Jordan Mikes
|
Title:
|
Senior 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/ Jordan Mikes |
Name:
|
Jordan Mikes
|
Title:
|
Authorized Signatory
|
OAKTREE FUND GP, LLC
|
|||
By:
|
Oaktree Fund GP I, L.P.
|
||
Its:
|
Managing Member
|
||
By:
|
/s/ Jordan Mikes
|
Name:
|
Jordan Mikes
|
Title:
|
Authorized Signatory
|
OAKTREE FUND GP I, L.P.
|
By:
|
/s/ Jordan Mikes |
Name:
|
Jordan Mikes
|
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/ Jordan Mikes |
Name:
|
Jordan Mikes
|
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/ Jordan Mikes |
Name:
|
Jordan Mikes
|
Title:
|
Authorized Signatory
|
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/ Jordan Mikes |
Name:
|
Jordan Mikes
|
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/ Jordan Mikes |
Name:
|
Jordan Mikes
|
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/ Jordan Mikes |
Name:
|
Jordan Mikes
|
Title:
|
Senior Vice President
|
ATLAS OCM HOLDINGS, LLC
|
|||
By:
|
Oaktree New Holdings, LLC
|
||
Its:
|
Member
|
||
By:
|
/s/ Jordan Mikes |
Name:
|
Jordan Mikes
|
Title:
|
Senior Vice President
|
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
|
By:
|
/s/ Jordan Mikes |
Name:
|
Jordan Mikes
|
Title:
|
Senior Vice President
|