Sprague Resources LP
|
(Name of Issuer)
|
|
Common Partnership Interest
|
(Title of Class of Securities)
|
|
849343108
|
(CUSIP Number)
|
Todd E. Molz
Managing Director, General Counsel and Chief Administrative Officer
Oaktree Capital Group Holdings GP, LLC
333 S. Grand Avenue, 28th Floor
Los Angeles, California 90071
(213) 830-6300
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 31, 2020
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. 849343108
|
SCHEDULE 13D
|
Page 2 of 20
|
1
|
NAME OF REPORTING PERSON
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
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
397,100 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
397,100 (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
397,100 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.74% (1)
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
(1)
|
Solely in its capacity as the direct owner of 397,100 common units. All calculations of beneficial ownership are based on a total of 22,869,059 common units of the Issuer outstanding as
of March 5, 2020, as reported in the Issuer's Annual Report on Form 10-K for the year ended December 31, 2019.
|
CUSIP No. 849343108
|
SCHEDULE 13D
|
Page 3 of 20
|
1
|
NAME OF REPORTING PERSON
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
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
977,900 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
977,900 (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
977,900 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.28% (1)
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
(1)
|
Solely in its capacity as the direct owner of 977,900 common units.
|
CUSIP No. 849343108
|
SCHEDULE 13D
|
Page 4 of 20
|
1
|
NAME OF REPORTING PERSON
Oaktree Fund GP, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,375,000 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,375,000 (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,375,000 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.01% (1)
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
(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. 849343108
|
SCHEDULE 13D
|
Page 5 of 20
|
1
|
NAME OF REPORTING PERSON
Oaktree Fund GP I, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,375,000 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,375,000 (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,375,000 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.01% (1)
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
(1)
|
Solely in its capacity as the managing member of Oaktree Fund GP, LLC.
|
CUSIP No. 849343108
|
SCHEDULE 13D
|
Page 6 of 20
|
1
|
NAME OF REPORTING PERSON
Oaktree Capital I, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,375,000 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,375,000 (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,375,000 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.01% (1)
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
(1)
|
Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.
|
CUSIP No. 849343108
|
SCHEDULE 13D
|
Page 7 of 20
|
1
|
NAME OF REPORTING PERSON
OCM Holdings I, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,375,000 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,375,000 (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,375,000 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.01% (1)
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
(1)
|
Solely in its capacity as the general partner of Oaktree Capital I, L.P.
|
CUSIP No. 849343108
|
SCHEDULE 13D
|
Page 8 of 20
|
1
|
NAME OF REPORTING PERSON
Oaktree Holdings, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,375,000 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,375,000 (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,375,000 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.01% (1)
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
(1)
|
Solely in its capacity as the managing member of OCM Holdings I, LLC.
|
CUSIP No. 849343108
|
SCHEDULE 13D
|
Page 9 of 20
|
1
|
NAME OF REPORTING PERSON
Oaktree Capital Group, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,375,000 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,375,000 (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,375,000 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.01% (1)
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
(1)
|
Solely in its capacity as the managing member of Oaktree Holdings, LLC.
|
CUSIP No. 849343108
|
SCHEDULE 13D
|
Page 10 of 20
|
1
|
NAME OF REPORTING PERSON
Oaktree Capital Group Holdings GP, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,375,000 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,375,000 (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,375,000 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.01% (1)
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
(1)
|
Solely in its capacity as the indirect owner of the class B units of each of Oaktree Capital
Group, LLC.
|
CUSIP No. 849343108
|
SCHEDULE 13D
|
Page 11 of 20
|
1
|
NAME OF REPORTING PERSON
Brookfield Asset Management Inc.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,375,000 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,375,000 (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,375,000 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.01% (1)
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
(1)
|
Solely in its capacity as the indirect owner of the class A units of Oaktree Capital Group,
LLC.
|
CUSIP No. 849343108
|
SCHEDULE 13D
|
Page 12 of 20
|
1
|
NAME OF REPORTING PERSON
Partners Limited
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,375,000 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,375,000 (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,375,000 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.01% (1)
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
(1)
|
Solely in its capacity as the sole owner of Class B Limited Voting Shares of
Brookfield Asset Management, Inc.
|
CUSIP No. 849343108
|
SCHEDULE 13D
|
Page 13 of 20
|
1
|
NAME OF REPORTING PERSON
Hartree Partners, LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,850,000 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,850,000 (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,850,000 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.09% (1)
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
(1)
|
Solely in its capacity as the direct owner of 1,850,000 common units.
|
CUSIP No. 849343108
|
SCHEDULE 13D
|
Page 14 of 20
|
1
|
NAME OF REPORTING PERSON
Hartree Partners GP, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,850,000 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,850,000 (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,850,000 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.09% (1)
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
(1)
|
Solely in its capacity as the general partner of Hartree Partners,
LP
|
CUSIP No. 849343108
|
SCHEDULE 13D
|
Page 15 of 20
|
(i.) |
Oaktree Opportunities Fund X Holdings (Delaware), L.P., a Delaware limited partnership (“X Holdings”);
|
(ii.) |
Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., a Delaware limited partnership (“Xb Holdings”);
|
(iii.) |
Oaktree Fund GP, LLC, a Delaware limited liability company (“Fund GP”), in its capacity as the general partner of X Holdings and Xb Holdings;
|
(iv.) |
Oaktree Fund GP I, L.P., a Delaware limited partnership (“GP I”), in its capacity as the managing member of Fund GP;
|
(v.) |
Oaktree Capital I, L.P., a Delaware limited partnership (“Capital I”), in its capacity as the general partner of GP I;
|
(vi.) |
OCM Holdings I, LLC, a Delaware limited liability company (“Holdings I”), in its capacity as the general partner of Capital I;
|
(vii.) |
Oaktree Holdings, LLC, a Delaware limited liability company (“Holdings”) in its capacity as the managing member of Holdings I;
|
(viii.) |
Oaktree Capital Group, LLC, a Delaware limited liability holdings (“OCG”) in its capacity as the managing member of Holdings;
|
(ix.) |
Oaktree Capital Group Holdings GP, LLC (“OCGH”), a Delaware limited liability company whose principal business is to serve as, and perform the
functions of, the indirect owner of the class B units of OCG.
|
(x.) |
Brookfield Asset Management Inc. (“BAM”), a Canadian corporation, in its capacity as the indirect owner of the class A units of OCG;
|
(xi.) |
Partners Limited (“Partners”), a Canadian corporation, in its capacity as the sole owner of Class B Limited Voting Shares of BAM;
|
(xii.) |
Hartree Partners, LP, a Delaware limited partnership (“Hartree”); and
|
(xiii.) |
Hartree Partners GP, LLC, a Delaware limited liability company (“Hartree GP”), solely in its capacity as the general partner of Hartree. The
management committee of Hartree GP is comprised of six members and such committee establishes the Trading Guidelines of Hartree.
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CUSIP No. 849343108
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SCHEDULE 13D
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Page 16 of 20
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CUSIP No. 849343108
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SCHEDULE 13D
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Page 17 of 20
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CUSIP No. 849343108
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SCHEDULE 13D
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Page 18 of 20
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OAKTREE OPPORTUNITIES FUND X HOLDINGS (DELAWARE), L.P.
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By:
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Oaktree Fund GP, LLC
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Its:
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General Partner
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By:
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Oaktree Fund GP I, L.P.
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Its:
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Managing Member
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Authorized Signatory
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OAKTREE OPPORTUNITIES FUND Xb HOLDINGS (DELAWARE), L.P.
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By:
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Oaktree Fund GP, LLC
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Its:
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General Partner
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By:
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Oaktree Fund GP I, L.P.
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Its:
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Managing Member
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Authorized Signatory
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OAKTREE FUND GP, LLC
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By:
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Oaktree Fund GP I, L.P.
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Its:
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Managing Member
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Authorized Signatory
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OAKTREE FUND GP I, L.P.
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Authorized Signatory
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OAKTREE CAPITAL I, L.P.
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Senior Vice President
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CUSIP No. 849343108
|
SCHEDULE 13D
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Page 19 of 20
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OCM HOLDINGS I, LLC
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Senior Vice President
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OAKTREE HOLDINGS, LLC
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Senior Vice President
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OAKTREE CAPITAL GROUP, LLC
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By:
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/s/ Jordan Mikes
|
|
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Name:
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Jordan Mikes
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Title:
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Senior Vice President
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OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Senior Vice President
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BROOKFIELD ASSET MANAGEMENT INC.
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|||
By:
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/s/ Jessica Diab
|
||
Name:
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Jessica Diab
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||
Title:
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Vice President, Legal & Regulatory
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||
PARTNERS LIMITED
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|||
By:
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/s/ Brian Lawson
|
||
Name:
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Brian Lawson
|
||
Title:
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President
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||
CUSIP No. 849343108
|
SCHEDULE 13D
|
Page 20 of 20
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HARTREE PARTNERS, LP
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By:
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HARTREE PARTNERS GP, LLC
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Its:
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General Partner
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By:
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/s/ Stephen Hendel
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Name:
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Stephen Hendel
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Title:
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Authorized Signatory
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HARTREE PARTNERS GP, LLC
|
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By:
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/s/ Stephen Hendel
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Name:
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Stephen Hendel
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Title:
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Authorized Signatory
|
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Name
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Principal Occupation
|
|
Howard S. Marks
|
Co-Chairman and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Co-Chairman of Oaktree Capital Management,
L.P.
|
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Bruce A. Karsh
|
Co-Chairman, Chief Investment Officer and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Co-Chairman and
Chief Investment Officer of Oaktree Capital Management, L.P.
|
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Jay S. Wintrob
|
Chief Executive Officer and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Chief Executive Officer of
Oaktree Capital Management, L.P.
|
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John B. Frank
|
Vice Chairman and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Vice Chairman of Oaktree Capital
Management, L.P.
|
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Sheldon M. Stone
|
Principal and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Principal of Oaktree Capital Management,
L.P.
|
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Justin Beber
|
Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, Managing Partner, and Head of Corporate Strategy and Chief
Legal Officer for Brookfield Asset Management Inc.
|
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Bruce Flatt
|
Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Chief Executive Officer of Brookfield Asset Management
Inc.
|
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D. Richard Masson
|
Owner and general manager of Golden Age Farm, LLC
|
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Marna C. Whittington
|
Retired
|
|
Steven J. Gilbert
|
Founder and Chairman of the Board of Gilbert Global Equity Partners, L.P.
|
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Daniel D. Levin
|
Chief Financial Officer of Oaktree Capital Group, LLC and Chief Financial Officer of Oaktree Capital Management, L.P.
|
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Todd E. Molz
|
General Counsel, Chief Administrative Officer and Secretary of Oaktree Capital Group, LLC and General Counsel and Chief
Administrative Officer of Oaktree Capital Management, L.P.
|
Name
|
Principal Occupation
|
|
Howard S. Marks
|
Co-Chairman and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Co-Chairman of Oaktree Capital Management,
L.P.
|
|
Bruce A. Karsh
|
Co-Chairman, Chief Investment Officer and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Co-Chairman and
Chief Investment Officer of Oaktree Capital Management, L.P.
|
|
Jay S. Wintrob
|
Chief Executive Officer and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Chief Executive Officer of
Oaktree Capital Management, L.P.
|
|
John B. Frank
|
Vice Chairman and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Vice Chairman of Oaktree Capital
Management, L.P.
|
|
Sheldon M. Stone
|
Principal and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Principal of Oaktree Capital Management,
L.P.
|
Name and Position of
Officer or Director
|
Principal
Business Address
|
Principal Occupation
or Employment
|
Citizenship
|
|||
M. Elyse Allan, Director
|
181 Bay Street, Suite 210, Toronto, Ontario M5J 2T3, Canada
|
Former President and Chief Executive Officer of General Electric Co.
|
U.S.A. and Canada
|
|||
Jeffrey M. Blidner, Vice Chairman and Director
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Vice Chairman of Brookfield
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Canada
|
|||
Angela F. Braly, Director
|
832 Alverna Drive, Indianapolis, Indiana 46260 U.S.A.
|
Former Chair, President and Chief Executive Officer of WellPoint Inc.
|
U.S.A.
|
|||
Jack L. Cockwell, Director
|
51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada
|
Corporate Director
|
Canada
|
|||
Marcel R. Coutu, Director
|
c/o Suite 1210 225 - 6th Ave. S.W., Calgary, Alberta T2P 1N2
|
Former President and Chief Executive Officer of Canadian Oil Sands Limited
|
Canada
|
|||
Murilo Ferreira, Director
|
Rua General Venãncio Flores, 50 Cob 01, Leblon Rio de Janeiro
|
Former Chief Executive Officer of Vale SA
|
Brazil
|
|||
J. Bruce Flatt, Director and Managing Partner and Chief Executive Officer
|
One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K.
|
Managing Partner and Chief Executive Officer of Brookfield
|
Canada
|
|||
Maureen Kempston Darkes, Director
|
10 Avoca Avenue, Unit 1904, Toronto, Ontario M4T 2B7
|
Corporate Director and former President, Latin America, Africa and Middle East, General Motors Corporation
|
Canada
|
|||
Brian W. Kingston, Managing Partner
|
250 Vesey Street, 15th Floor, New York, NY 10281-1023 U.S.A.
|
Managing Partner of Brookfield
|
Canada
|
|||
Brian D. Lawson, Vice Chairman and Director
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Vice Chairman of Brookfield
|
Canada
|
|||
Cyrus Madon, Managing Partner
|
181 Bay Street, Suite300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner of Brookfield
|
Canada
|
|||
Frank J. McKenna, Director
|
TD BankFinancial Group, 161 Bay St., 35th
Floor, Toronto, Ontario M5J 2T2, Canada
|
Chair of Brookfield and Deputy Chair, Wholesale of TD Bank Financial Group
|
Canada
|
|||
Rafael Miranda, Director
|
C/Santiago de Compostela 100, 28035 Madrid, Spain
|
Chairman of Acerinox, S.A., Corporate Director and Former Chief Executive Officer of Endesa, S.A.
|
Spain
|
|||
Timothy R. Price, Director
|
51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada
|
Director of Partners Limited and Brookfield Partners Foundation
|
Canada
|
|||
Lord Augustine Thomas O’Donnell, Director
|
Frontier Economics Limited, 71 High Holborn, London U.K. WC1V 6DA
|
Chairman of Frontier Economics and senior advisor to Brookfield in Europe
|
United Kingdom
|
|||
Lori A. Pearson, Managing Partner and Chief Operating Officer
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner and Chief Operating Officer of Brookfield
|
Canada
|
|||
Samuel J.B. Pollock, Managing Partner
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner of Brookfield
|
Canada
|
|||
Seek Ngee Huat, Director
|
501 Orchard Road, #08 - 01 Wheelock Place, Singapore 238880
|
Former Chair of the Latin American Business Group, Government of Singapore Investment Corporation
|
Singapore
|
|||
Sachin G. Shah, Managing Partner
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner of Brookfield
|
Canada
|
|||
Diana L. Taylor, Director
|
c/o Bloomberg, Philanthropies, 25 East 78th Street, New York, N.Y. 10075
|
Former Vice Chair, Solera Capital LLC
|
U.S.A. and Canada
|
|||
Justin Beber, Managing Partner, Head of Corporate Strategy and Chief Legal Officer
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner, Head of Corporate Strategy and Chief Legal Officer of Brookfield
|
Canada
|
|||
Howard S. Marks, Director
|
c/o Oaktree Capital
Management, L.P., 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071 |
Co-Chairman and Director of
Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Co-Chairman of Oaktree Capital Management, L.P. |
U.S.A
|
|||
Nicholas Goodman, Managing Partner and Chief Financial Officer
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner and Chief Financial Officer of Brookfield
|
United Kingdom
|
|||
Craig Noble, Managing Partner
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner and Chief Executive Officer of Alternative Investments of Brookfield
|
Canada
|
Name and Position of
Officer or Director
|
Principal
Business Address
|
Principal Occupation
or Employment
|
Citizenship
|
|||
Jack L. Cockwell, Director and Chairman
|
51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada
|
Corporate Director
|
Canada
|
|||
Brian W. Kingston, Director
|
250 Vesey Street, 15th Floor, New York, NY 10281-1023 U.S.A.
|
Managing Partner of Brookfield
|
Canada
|
|||
Brian D. Lawson, Director and President
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Vice Chairman of Brookfield
|
Canada
|
|||
Cyrus Madon, Director
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner of Brookfield
|
Canada
|
|||
Timothy R. Price, Director
|
51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada
|
Chairman, Brookfield Funds
|
Canada
|
|||
Samuel J.B. Pollock, Director
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner of Brookfield
|
Canada
|
|||
Sachin G. Shah, Director
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner of Brookfield
|
Canada
|
|||
Lisa Chu, Treasurer
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Senior Vice President of Brookfield
|
Canada
|
|||
Lorretta Corso, Secretary
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Administrator, Corporate Secretary of Brookfield
|
Canada
|
|||
Tim Wang, Assistant Secretary
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Manager of Brookfield
|
Canada
|
Name and Position of
Officer or Director
|
Principal
Business Address
|
Principal Occupation
or Employment
|
Citizenship
|
|||
Steve Hendel
|
1185 Avenue of the Americas, New York, NY 10036
|
Managing Director, Founding Partner, Hartree
|
United States
|
|||
Steve Semlitz
|
1185 Avenue of the Americas, New York, NY 10036
|
Managing Director, Founding Partner, Hartree
|
United States
|
|||
Jonathan Merison
|
1185 Avenue of the Americas, New York, NY 10036
|
Managing Director, Founding Partner, Hartree
|
United States
|
|||
Robert O’Leary
|
333 South Grand Ave, 28th
Floor, Los Angeles, CA 90071
|
Managing Director and Co-Portfolio Manager, Oaktree
|
United States
|
|||
Brook Hinchman
|
333 South Grand Ave, 28th
Floor, Los Angeles, CA 90071
|
Managing Director, Oaktree
|
United States
|
|||
Jordan Mikes
|
333 South Grand Ave, 28th
Floor, Los Angeles, CA 90071
|
Senior Vice President, Oaktree
|
United States
|
|
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
|
|
|
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:
|
Senior Vice President
|
|
|
OCM HOLDINGS I, LLC
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
Name:
|
Jordan Mikes
|
|
|
Title:
|
Senior Vice President
|
|
|
|
|
|
|
|
|
|
|
OAKTREE HOLDINGS, LLC
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
Name:
|
Jordan Mikes
|
|
|
Title:
|
Senior Vice President
|
|
|
OAKTREE CAPITAL GROUP, LLC
|
|
|
|
|
|
|
|
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
|
|
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
|
|
HARTREE PARTNERS, LP
|
|
|
|
|
|
|
|
By:
|
HARTREE PARTNERS GP, LLC
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
|
By:
|
/s/ Stephen Hendel
|
|
|
Name:
|
Stephen Hendel
|
|
|
Title:
|
Authorized Signatory
|
|
|
HARTREE PARTNERS GP, LLC
|
|
|
|
|
|
|
|
By:
|
/s/ Stephen Hendel
|
|
|
Name:
|
Stephen Hendel
|
|
|
Title:
|
Authorized Signatory
|
|