0000950142-21-003865.txt : 20211202 0000950142-21-003865.hdr.sgml : 20211202 20211202161306 ACCESSION NUMBER: 0000950142-21-003865 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20211122 FILED AS OF DATE: 20211202 DATE AS OF CHANGE: 20211202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Phoenix Investment Fund, L.P. CENTRAL INDEX KEY: 0001815055 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37839 FILM NUMBER: 211466755 BUSINESS ADDRESS: STREET 1: 333 S. GRAND AVE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2138306300 MAIL ADDRESS: STREET 1: 333 S. GRAND AVE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAM Partners Trust CENTRAL INDEX KEY: 0001861643 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37839 FILM NUMBER: 211466756 BUSINESS ADDRESS: STREET 1: 181 BAY STREET STREET 2: SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 BUSINESS PHONE: 416-369-2621 MAIL ADDRESS: STREET 1: 181 BAY STREET STREET 2: SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TPI COMPOSITES, INC CENTRAL INDEX KEY: 0001455684 STANDARD INDUSTRIAL CLASSIFICATION: ENGINES & TURBINES [3510] IRS NUMBER: 201590775 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8501 N SCOTTSDALE ROAD STREET 2: GAINEY CENTER II, SUITE 100 CITY: SCOTTSDALE STATE: AZ ZIP: 85253 BUSINESS PHONE: 480-305-8910 MAIL ADDRESS: STREET 1: 8501 N SCOTTSDALE ROAD STREET 2: GAINEY CENTER II, SUITE 100 CITY: SCOTTSDALE STATE: AZ ZIP: 85253 FORMER COMPANY: FORMER CONFORMED NAME: TPI COMPOSITES INC DATE OF NAME CHANGE: 20090206 3 1 es210205469_3-othllc2.xml OWNERSHIP DOCUMENT X0206 3 2021-11-22 0 0001455684 TPI COMPOSITES, INC TPIC 0001861643 BAM Partners Trust BROOKFIELD PLACE, 181 BAY STREET SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA 0 0 1 0 0001815055 Oaktree Phoenix Investment Fund, L.P. 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 Warrants (right to buy) 0.01 2021-11-22 2026-11-22 Common Stock 2835000 I See Footnote Warrants (right to buy) 0.01 2021-11-22 2026-11-22 Common Stock 1750000 I See Footnote Warrants (right to buy) 0.01 2021-11-22 2026-11-22 Common Stock 81667 I See Footnote Consists of Warrants issued by the Company pursuant to the Series A Preferred Stock Purchase Agreement, dated November 8, 2021 (the "Warrants") directly beneficially owned by Opps TPIC Holdings, LLC ("Opps") exercisable for 2,835,000 shares of Common Stock at an exercise price of $0.01 per share. Consists of Warrants directly beneficially owned by Oaktree Power Opportunities Fund V (Delaware) Holdings, L.P. ("Power V") exercisable for 1,750,000 shares of Common Stock at an exercise price of $0.01 per share. Consists of Warrants directly beneficially owned by Oaktree Phoenix Investment Fund, L.P. ("Phoenix") exercisable for 81,667 shares of Common Stock at an exercise price of $0.01 per share. This Form 3 is being filed jointly by (each, a "Reporting Person" and, collective, the "Reporting Persons") (i) TPIC, (ii) Power V, (iii) Oaktree Fund GP, LLC ("Fund GP"), as general partner of TPIC and Power V, (iv) Oaktree Fund GP I, L.P. ("GP I"), as managing member of Fund GP, (v) Oaktree Capital I, L.P. ("Capital I"), as general partner of GP I, (vi) OCM Holdings I, LLC ("Holdings I"), as general partner of Capital I, (vii) Oaktree Holdings LLC ("Holdings"), as managing member of Holdings I, (viii) Oaktree Capital Group, LLC ("OCG"), as managing member of Holdings, (ix) Oaktree Capital Group Holdings GP, LLC ("OCGH GP"), as indirect owner of the class B units of OCG, (x) Brookfield Asset Management Inc. ("BAM"), as indirect owner of the class A units of OCG, (xi) BAM Partners Trust (the "BAM Partnership"), as sole owner of the Class B Limited Voting Shares of BAM and (xii) Phoenix. Each of the Reporting Persons expressly disclaims beneficial ownership of the equity securities reported herein, except to the extent of their respective pecuniary interests therein, and the filing of this Form 3 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 3. Form 2 of 2 /s/ See Signatures Included in Exhibit 99.1 2021-12-02 EX-99.1 2 es210205469_ex9901.htm EXHIBIT 99.1

 

EXHIBIT 99.1

 

This Statement on Form 3 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 Floor, Los Angeles, California 90071.

 

Name of Designated Filer: BAM PARTNERS TRUST

 

Date of Event Requiring Statement: November 22, 2021

 

Issuer Name and Ticker or Trading Symbol: TPIC

 

 

BAM PARTNERS TRUST

  
       
  By: BAM Class B Partners Inc.  
  Its: Trustee  
       
  By: /s/ Kathy Sarpash  
 

Name: Kathy Sarpash

  
 

Title: Secretary

  

 

 

OAKTREE PHOENIX INVESTMENT FUND, L.P.

  
       
  By: Oaktree Phoenix Investment Fund GP, L.P.  
  Its: General Partner  
       
  By: Oaktree Phoenix Investment Fund GP, Ltd.  
  Its: General Partner  
       
  By: Oaktree Capital Management, L.P.  
  Its: Director  
       
  By: /s/ Henry Orren  
 

Name: Henry Orren

  
 

Title: Senior Vice President