0000899243-17-015771.txt : 20170608 0000899243-17-015771.hdr.sgml : 20170608 20170608090237 ACCESSION NUMBER: 0000899243-17-015771 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170606 FILED AS OF DATE: 20170608 DATE AS OF CHANGE: 20170608 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AdvancePierre Foods Holdings, Inc. CENTRAL INDEX KEY: 0001669792 STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000] IRS NUMBER: 263712208 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9987 CARVER ROAD CITY: BLUE ASH STATE: OH ZIP: 45242 BUSINESS PHONE: (800) 969-2747 MAIL ADDRESS: STREET 1: 9987 CARVER ROAD CITY: BLUE ASH STATE: OH ZIP: 45242 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OAKTREE HOLDINGS, LLC CENTRAL INDEX KEY: 0001407181 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37826 FILM NUMBER: 17899141 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Capital Group, LLC CENTRAL INDEX KEY: 0001403528 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37826 FILM NUMBER: 17899142 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Capital Group Holdings GP, LLC CENTRAL INDEX KEY: 0001403525 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37826 FILM NUMBER: 17899143 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OCM Principal Opportunities Fund IV Delaware, L.P. CENTRAL INDEX KEY: 0001411372 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37826 FILM NUMBER: 17899144 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-06-06 0 0001669792 AdvancePierre Foods Holdings, Inc. APFH 0001411372 OCM Principal Opportunities Fund IV Delaware, L.P. C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001403525 Oaktree Capital Group Holdings GP, LLC C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001403528 Oaktree Capital Group, LLC C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001407181 OAKTREE HOLDINGS, LLC C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 Common Stock, par value $0.01 per share 2017-06-06 4 U 0 31732120 40.25 D 0 D Disposed of pursuant to a tender offer by Tyson Foods, Inc. ("Parent") to purchase all of the shares of common stock (the "Common Stock") of AdvancePierre Holdings, Inc. ("Issuer"), which shares were accepted for payment by parent on June 6, 2017, in connection with the merger of Issuer and DVB Merger Sub, Inc., a subsidiary of Parent. Prior to the acceptance of the tender offer, OCM Principal Opportunities Fund IV Delaware, L.P. ("POF IV Delaware") directly owned 31,732,120 shares of Common Stock of Issuer. This Form 4 is also being filed by (i) OCM Principal Opportunities Fund IV Delaware GP Inc. ("POF IV Delaware GP"), in its capacity as the general partner of POF IV Delaware; (ii) OCM Principal Opportunities Fund IV, L.P. ("POF IV"), in its capacity as the sole shareholder of POF IV Delaware GP; (iii) OCM Principal Opportunities Fund IV GP, L.P. ("POF IV GP"), in its capacity as the general partner of POF IV; (iv) OCM Principal Opportunities Fund IV GP Ltd. ("POF IV GP Ltd"), in its capacity as the general partner of POF IV GP; (v) Oaktree Fund GP I, L.P. ("GP I") in its capacity as the sole shareholder of POF IV GP Ltd; (vi) Oaktree Capital Management, L.P. ("OCM LP"), in its capacity as the sole director of POF IV GP Ltd; (continued in footnote 3). (continued from footnote 2) (vii) Oaktree Capital I, L.P. ("Capital I"), in its capacity as the general partner of GP I; (viii) Oaktree Holdings, Inc. ("Holdings Inc."), in its capacity as the general partner of OCM LP; (ix) OCM Holdings I, LLC ("Holdings I"), in its capacity as the general partner of Capital I; (x) Oaktree Holdings, LLC ("Holdings LLC"), in its capacity as the managing member of Holdings I; (xi) Oaktree Capital Group, LLC ("OCG"), in its capacity as the managing member of Holdings LLC and in its capacity as the sole shareholder of Holdings Inc.; and (xii) Oaktree Capital Group Holdings GP, LLC ("OCGH GP", and together with POF IV Delaware GP, POF IV Delaware, POF IV, POF IV GP, POF IV GP Ltd, GP I, OCM LP, Capital I, Holdings Inc., Holdings I, Holdings LLC and OCG, collectively, the "Reporting Persons"), in its capacity as the duly appointed manager of OCG. Each Reporting Person disclaims beneficial ownership of all Common Stock reported herein except to the extent of its respective pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any Common Stock covered by this Form 4. OCGH GP is a limited liability company managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, Jay S. Wintrob, John B. Frank, and Sheldon M. Stone (each, an "OCGH GP Member" and collectively, the "OCGH GP Members"). In such capacity, the OCGH GP Members may be deemed indirect beneficial owners of the Common Stock reported herein. Except to the extent of their respective pecuniary interest, each OCGH GP Member disclaims beneficial ownership of the Common Stock reported herein and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any Common Stock covered by this Form 4. This Form 4 is being filed in two parts due to the number of Reporting Persons. Both filings relate to the same holdings described above. See Signatures Included in Exhibit 99.1 2017-06-08 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

                                                                    EXHIBIT 99.1

This Statement on Form 4 is filed jointly by the Reporting Persons listed below.
The principal business address of each of these Reporting Persons is 333 South
Grand Avenue, 28th Fl., Los Angeles, CA 90071.

Name of Designated Filer:  OCM Principal Opportunities Fund IV Delaware, L.P.

Date of Event Requiring Statement:  June 6, 2017

Issuer Name and Ticker or Trading Symbol:  AdvancePierre Foods Holdings, Inc.
[APFH]

                                        OCM PRINCIPAL OPPORTUNITIES FUND IV
                                        DELAWARE, L.P.

                                        By: OCM Principal Opportunities Fund IV
                                        Delaware GP Inc., its general partner

                                        By:    /s/ Jamie Toothman
                                               ---------------------------------
                                        Name:  Jamie Toothman
                                        Title: Authorized Signatory

                                        OCM PRINCIPAL OPPORTUNITIES FUND IV
                                        DELAWARE GP INC.

                                        By:    /s/ Jamie Toothman
                                               ---------------------------------
                                        Name:  Jamie Toothman
                                        Title: Authorized Signatory

                                        OCM PRINCIPAL OPPORTUNITIES FUND IV,
                                        L.P.

                                        By: OCM Principal Opportunities Fund IV
                                        GP, L.P., its general partner
                                        By: OCM Principal Opportunities Fund IV
                                        GP Ltd., its general partner
                                        By: Oaktree Capital Management, L.P.,
                                        its director

                                        By:    /s/ Jamie Toothman
                                               ---------------------------------
                                        Name:  Jamie Toothman
                                        Title: Vice President

                                        OCM PRINCIPAL OPPORTUNITIES FUND IV GP,
                                        L.P.

                                        By: OCM Principal Opportunities Fund IV
                                        GP Ltd., its general partner
                                        By: Oaktree Capital Management, L.P.,
                                        its director

                                        By:    /s/ Jamie Toothman
                                               ---------------------------------
                                        Name:  Jamie Toothman
                                        Title: Vice President

                                        OCM PRINCIPAL OPPORTUNITIES FUND IV GP
                                        LTD.

                                        By: Oaktree Capital Management, L.P.,
                                        its director

                                        By:    /s/ Jamie Toothman
                                               ---------------------------------
                                        Name:  Jamie Toothman
                                        Title: Vice President

                                        OAKTREE CAPITAL MANAGEMENT, L.P.

                                        By:    /s/ Jamie Toothman
                                               ---------------------------------
                                        Name:  Jamie Toothman
                                        Title: Vice President

                                        OAKTREE HOLDINGS, INC.

                                        By:    /s/ Jamie Toothman
                                               ---------------------------------
                                        Name:  Jamie Toothman
                                        Title: Vice President

                                        OAKTREE FUND GP I, L.P.

                                        By:    /s/ Jamie Toothman
                                               ---------------------------------
                                        Name:  Jamie Toothman
                                        Title: Authorized Signatory

                                        OAKTREE CAPITAL I, L.P.

                                        By:    /s/ Jamie Toothman
                                               ---------------------------------
                                        Name:  Jamie Toothman
                                        Title: Vice President

                                        OCM HOLDINGS I, LLC

                                        By:    /s/ Jamie Toothman
                                               ---------------------------------
                                        Name:  Jamie Toothman
                                        Title: Vice President

                                        OAKTREE HOLDINGS, LLC

                                        By:    /s/ Jamie Toothman
                                               ---------------------------------
                                        Name:  Jamie Toothman
                                        Title: Vice President

                                        OAKTREE CAPITAL GROUP, LLC

                                        By:    /s/ Jamie Toothman
                                               ---------------------------------
                                        Name:  Jamie Toothman
                                        Title: Vice President

                                        OAKTREE CAPITAL GROUP HOLDINGS GP, LLC

                                        By:    /s/ Jamie Toothman
                                               ---------------------------------
                                        Name:  Jamie Toothman
                                        Title: Vice President