0000950142-18-002300.txt : 20181123 0000950142-18-002300.hdr.sgml : 20181123 20181123161908 ACCESSION NUMBER: 0000950142-18-002300 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20181123 DATE AS OF CHANGE: 20181123 GROUP MEMBERS: OAKTREE CAPITAL GROUP HOLDINGS GP, LLC GROUP MEMBERS: OAKTREE CAPITAL GROUP, LLC GROUP MEMBERS: OAKTREE CAPITAL I, L.P. GROUP MEMBERS: OAKTREE FUND GP I, L.P. GROUP MEMBERS: OAKTREE FUND GP, LLC GROUP MEMBERS: OAKTREE HOLDINGS, LLC GROUP MEMBERS: OAKTREE OPPORTUNITIES FUND X HOLDINGS (DELAWARE), L.P. GROUP MEMBERS: OAKTREE OPPORTUNITIES FUND XB HOLDINGS (DELAWARE), L.P. GROUP MEMBERS: OCM HOLDINGS I, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HALCON RESOURCES CORP CENTRAL INDEX KEY: 0001282648 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 200700684 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79873 FILM NUMBER: 181199711 BUSINESS ADDRESS: STREET 1: 1000 LOUISIANA STREET, SUITE 6700 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 832-538-0300 MAIL ADDRESS: STREET 1: 1000 LOUISIANA STREET, SUITE 6700 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: RAM ENERGY RESOURCES INC DATE OF NAME CHANGE: 20060518 FORMER COMPANY: FORMER CONFORMED NAME: TREMISIS ENERGY ACQUISITION CORP DATE OF NAME CHANGE: 20040304 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OAKTREE HOLDINGS, LLC CENTRAL INDEX KEY: 0001407181 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G 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 SC 13G 1 eh1801264_13g-halcon.htm SCHEDULE 13G
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G

Under the Securities Exchange Act of 1934
 
(Amendment No. ___)*
 
Halcón Resources Corporation
(Name of Issuer)
 
Common Stock, par value $0.0001
(Title of Class of Securities)
 
40537Q605
(CUSIP Number)
 
November 13, 2018
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed.
 
☐
Rule 13d-1(b)
☒
Rule 13d-1(c)
☐
Rule 13d-1(d)
 
 
 
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 CUSIP No. 40537Q605
SCHEDULE 13G
Page 2 of 17
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Opportunities Fund X Holdings (Delaware), L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
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
 
3,750,000 (1)
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
3,750,000 (1)
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,750,000 (1)
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
2.33% (2)
  
12
TYPE OF REPORTING PERSON
 
PN
  

_______________
(1) 
In its capacity as the direct owner of 3,750,000 shares of common stock, par value $0.0001 per share (the “Shares”) of the Issuer.
   
(2) 
All calculations of percentage ownership herein are based upon an aggregate of 160,669,329 Shares outstanding as of November 2, 2018, as reported by the Issuer on its Quarterly Report on Form 10-Q filed with the United States Securities Exchange Commission (the “SEC”) on November 8, 2018 (the “Form 10-Q”).
 
 
 CUSIP No. 40537Q605
SCHEDULE 13G
Page 3 of 17

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
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
 
7,250,000 (1)
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
7,250,000 (1)
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,250,000 (1)
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.51%
  
12
TYPE OF REPORTING PERSON
 
PN
  

_______________
(1) 
In its capacity as the direct owner of 7,250,000 Shares.
 
 CUSIP No. 40537Q605
SCHEDULE 13G
Page 4 of 17

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Fund GP, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
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
 
11,000,000 (1)
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
11,000,000 (1)
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,000,000 (1)
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.85%
  
12
TYPE OF REPORTING PERSON
 
PN
  

_______________
(1) 
Solely in its capacity as the general partner of Oaktree Opportunities Fund X Holdings (Delaware), L.P. and Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.
 
 CUSIP No. 40537Q605
SCHEDULE 13G
Page 5 of 17

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Fund GP I, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
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
 
11,000,000 (1)
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
11,000,000 (1)
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,000,000 (1)
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.85%
  
12
TYPE OF REPORTING PERSON
 
PN
  

_______________
(1)
Solely in its capacity as the managing member of Oaktree Fund GP, LLC.
 


 CUSIP No. 40537Q605
SCHEDULE 13G
Page 6 of 17
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Capital I, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
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
 
11,000,000 (1)
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
11,000,000 (1)
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,000,000 (1)
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.85%
  
12
TYPE OF REPORTING PERSON
 
PN
  
 
_______________
(1)
Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.
 
 CUSIP No. 40537Q605
SCHEDULE 13G
Page 7 of 17
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
OCM Holdings I, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
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
 
11,000,000 (1)
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
11,000,000 (1)
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,000,000 (1)
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.85%
  
12
TYPE OF REPORTING PERSON
 
PN
  
 
_______________
(1)
Solely in its capacity as the general partner of Oaktree Capital I, L.P.
 

 CUSIP No. 40537Q605
SCHEDULE 13G
Page 8 of 17
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Holdings, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
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
 
11,000,000 (1)
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
11,000,000 (1)
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,000,000 (1)
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.85%
  
12
TYPE OF REPORTING PERSON
 
PN
  

_______________
(1)
Solely in its capacity as the managing member of OCM Holdings I, LLC.
 
 
 CUSIP No. 40537Q605
SCHEDULE 13G
Page 9 of 17
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Capital Group, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
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
 
11,000,000 (1)
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
11,000,000 (1)
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,000,000 (1)
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.85%
  
12
TYPE OF REPORTING PERSON
 
OO
  
 
_______________
(1)
Solely in its capacity as the managing member of Oaktree Holdings, LLC and as the sole shareholder of Oaktree Holdings, Inc.

 

 CUSIP No. 40537Q605
SCHEDULE 13G
Page 10 of 17
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Capital Group Holdings GP, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
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
 
11,000,000 (1)
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
11,000,000 (1)
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,000,000 (1)
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.85%
  
12
TYPE OF REPORTING PERSON
 
OO
  

_______________
(1)
Solely in its capacity as the duly elected manager of Oaktree Capital Group, LLC.

 
 CUSIP No. 40537Q605
SCHEDULE 13G
Page 11 of 17
 

 
ITEM 1.
(a)
Name of Issuer:
 
 
Halcón Resources Corporation
     
 
(b)
Address of Issuer’s Principal Executive Offices:
 
 
1000 Louisiana Street, Suite 1500
Houston, TX 77002
     
ITEM 2.
(a)-(c) Name of Person Filing; Address of Principal Business Office; and Citizenship
 
  
 
This Schedule 13G is filed jointly by each of the following persons (collectively, the “Reporting Persons”) pursuant to a joint filing agreement attached hereto as Exhibit 1:
   
 
(1)
Oaktree Opportunities Fund X Holdings (Delaware), L.P., a Delaware limited Partnership (“X Holdings”), in its capacity as the direct owner 3,750,000 Shares;
     
 
(2)
Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., a Delaware limited partnership (“Xb Holdings), in its capacity as the direct owner of 7,250,000 Shares;
 
 
 
 
(3)
Oaktree Fund GP, LLC, a Delaware limited liability company (“Fund GP”), in its capacity as the general partner of X Holdings and Xb Holdings;
 
 
 
 
(4)
Oaktree Fund GP I, L.P., a Delaware limited partnership (“GP I”), in its capacity as the managing member of Fund GP;
 
 
 
 
(5)
Oaktree Capital I, L.P., a Delaware limited partnership (“Capital I”), in its capacity as the general partner of GP I;
 
 
 
 
(6)
OCM Holdings I, LLC, a Delaware limited liability company (“Holdings I”), in its capacity as the general partner of Capital I;
 
 
 
 
(7)
Oaktree Holdings, LLC, a Delaware limited liability company (“Holdings”) in its capacity as the managing member of Holdings I;
     
 
 (8)
Oaktree Capital Group, LLC, a Delaware limited liability company (“OCG”), in its capacity as the managing member of Holdings; and
 
 
 
 
(9)
Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (“OCGH GP”), in its capacity as the duly elected manager of OCG.
 
 
 CUSIP No. 40537Q605
SCHEDULE 13G
Page 12 of 17
 
 
 
The principal business address of each of the Reporting Persons is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071.
 
 
 
 
(d)
Title of Class of Securities:
 
 
 
 
 
Common Shares, $0.0001 par value per share (the “Shares”)
 
 
 
 
(e)
CUSIP Number: 40537Q605
 
ITEM 3. 
IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
 
    
 
(a)
[__]  Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o)
 
(b)
[__]  Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)
 
(c)
[__]  Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)
 
(d)
[__]  Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)
 
(e)
[__]  An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E)
 
(f)
[__]  An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F);
 
(g)
[__]  A Parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G);
 
(h)
[__]  A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
 
(i)
[__]  A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
 
(j)
[    ]  Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
 
 
 CUSIP No. 40537Q605
SCHEDULE 13G
Page 13 of 17
 
 
ITEM 4.
OWNERSHIP
   
 
The responses of the Reporting Persons to Rows 5-9 and 11 in each of their respective cover pages to this Schedule 13G are incorporated herein by reference.
  
X Holdings directly holds 3,250,000 Shares, constituting approximately 2.33% of the total issued and outstanding Shares and has the sole power to vote and dispose of such shares.
 
Xb Holdings directly holds an 7,250,000 Shares, constituting approximately 4.51% of the total issued and outstanding Shares and has the sole power to vote and dispose of such Shares. 

Fund GP, in its capacity as the general partner of X Holdings and Xb Holdings, has the ability to direct the management of X Holdings and Xb Holdings’ business, including the power to direct the decisions of X Holdings and Xb Holdings regarding the vote and disposition of securities held by X Holdings; therefore, Fund GP may be deemed to have indirect beneficial ownership of the Shares held by X Holdings and Xb Holdings.  

GP I, in its capacity as the managing member of Fund GP has the ability to direct the management of the business of Fund GP, including the power to direct the decisions of Fund GP regarding the vote and disposition of securities held by X Holdings and Xb Holdings; therefore, GP I may be deemed to have indirect beneficial ownership of the Shares held by X Holdings and Xb Holdings.

Capital I, in its capacity as the general partner of GP I, has the ability to direct the management of GP I’s business, including the power to direct the decisions of GP I regarding the vote and disposition of securities held by X Holdings and Xb Holdings; therefore, Capital I may be deemed to have indirect beneficial ownership of the Shares held by X Holdings and Xb Holdings.

Holdings I, in its capacity as the general partner of Capital I, has the ability to direct the management of Capital I’s business, including the power to direct the decisions of Capital I regarding the vote and disposition of securities held by X Holdings and Xb Holdings; therefore, Holdings I may be deemed to have indirect beneficial ownership of the Shares held by X Holdings and Xb Holdings.

Holdings, in its capacity as the managing member of Holdings I, has the ability to direct the management of Holding I’s business, including the power to direct the decisions of Holdings I regarding the vote and disposition of securities held by X Holdings and Xb Holdings; therefore, Holdings may be deemed to have indirect beneficial ownership of the Shares held by X Holdings and Xb Holdings.

OCG, in its capacity as the managing member of Holdings, has the ability to direct the management of Holdings’ business, including the power to direct the decisions of Holdings regarding the vote and disposition of securities held by X Holdings and Xb Holdings.  Therefore, OCG may be deemed to have indirect beneficial ownership of the Shares held by X Holdings and Xb Holdings.

OCGH GP, in its capacity as the duly appointed manager of OCG, has the ability appoint and remove directors of OCG and, as such, may indirectly control the decisions of OCG regarding the vote and disposition of securities held by X Holdings and Xb Holdings; therefore, OCGH GP may be deemed to have indirect beneficial ownership of the Shares held by X Holdings and Xb Holdings.
 
 
 CUSIP No. 40537Q605
SCHEDULE 13G
Page 14 of 17
 
 
 
Pursuant to Rule 13d-4 of the Exchange Act, the Reporting Persons declare that filing this Statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement except to the extent of such person’s pecuniary interest in the Shares, and except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person.
 
All ownership percentages of the securities reported in this Statement are based on 160,669,329 Shares outstanding as of November 2, 2018, as reported by the Issuer on the Form 10-Q, filed with the SEC on November 8, 2018.
 
ITEM 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
 
 
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
 
 
ITEM 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
 
 
 
Not Applicable.
 
 
ITEM 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
 
 
 
Not Applicable.
 
 
ITEM 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
 
 
 
Not Applicable.
 
ITEM 9.
NOTICE OF DISSOLUTION OF GROUP
 
 
 
Not Applicable.
 
ITEM 10.
CERTIFICATIONS.
 
 
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 
 CUSIP No. 40537Q605
SCHEDULE 13G
Page 15 of 17

 
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. 
 
Dated:  November 23, 2018
 
 
OAKTREE OPPORTUNITIES FUND X HOLDINGS (DELAWARE), L.P.
 
 
 
 
 
 
By:
Oaktree Fund GP, LLC
 
 
Its:
General Partner
 
 
 
 
 
 
 
 
 
 
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:
/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
  
 
 
 CUSIP No. 40537Q605
SCHEDULE 13G
Page 16 of 17
 

 
 
OAKTREE CAPITAL I, L.P.
 
 
 
 
 
 
By:
/s/ Jordan Mikes
 
 
Name:
Jordan Mikes
 
 
Title:
Authorized Signatory
 

 
 
OCM HOLDINGS I, LLC
 
 
 
 
 
 
By:
/s/ Jordan Mikes
 
 
Name:
Jordan Mikes
 
 
Title:
Authorized Signatory
 
 
 
 
 
 
 
 
 
 
OAKTREE HOLDINGS, LLC
 
 
 
 
 
 
By:
/s/ Jordan Mikes
 
 
Name:
Jordan Mikes
 
 
Title:
Vice President
 

 
 
OAKTREE CAPITAL GROUP, LLC
 
 
 
 
 
 
By:
/s/ Jordan Mikes
 
 
Name:
Jordan Mikes
 
 
Title:
Vice President
 
 
 
 
 
 
 
 
 
 
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
 
 
 
 
 
 
By:
/s/ Jordan Mikes
 
 
Name:
Jordan Mikes
 
 
Title:
Vice President
 
 

 CUSIP No. 40537Q605
SCHEDULE 13G
Page 17 of 17
 
 Exhibit Index

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

 
Dated:  November 23, 2018
 
 
OAKTREE OPPORTUNITIES FUND X HOLDINGS (DELAWARE), L.P.
 
 
 
 
 
 
By:
Oaktree Fund GP, LLC
 
 
Its:
General Partner
 
 
 
 
 
 
 
 
 
 
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:
/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 CAPITAL I, L.P.
 
 
 
 
 
 
By:
/s/ Jordan Mikes
 
 
Name:
Jordan Mikes
 
 
Title:
Authorized Signatory
 

 
 
OCM HOLDINGS I, LLC
 
 
 
 
 
 
By:
/s/ Jordan Mikes
 
 
Name:
Jordan Mikes
 
 
Title:
Authorized Signatory
 
 
 
 
 
 
 
 
 
 
OAKTREE HOLDINGS, LLC
 
 
 
 
 
 
By:
/s/ Jordan Mikes
 
 
Name:
Jordan Mikes
 
 
Title:
Vice President
 

 
 
OAKTREE CAPITAL GROUP, LLC
 
 
 
 
 
 
By:
/s/ Jordan Mikes
 
 
Name:
Jordan Mikes
 
 
Title:
Vice President
 
 
 
 
 
 
 
 
 
 
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
 
 
 
 
 
 
By:
/s/ Jordan Mikes
 
 
Name:
Jordan Mikes
 
 
Title:
Vice President