EX-99.7 2 d94936dex997.htm EX-99.7 EX-99.7

EXHIBIT I

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 13D is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13D 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.

DATE: October 16, 2020

 

OCM GROWTH HOLDINGS, LL.
By:   Oaktree Fund GP, LLC
Its:   Manager
By:   Oaktree Fund GP I, L.P.
Its:   Managing Member
By:  

/s/ Henry Orren

Name:   Henry Orren
Title:   Authorized Signatory
OAKTREE FUND GP, LLC
By:   Oaktree Fund GP I, L.P.
Its:   Managing Member
By:  

/s/ Henry Orren

Name:   Henry Orren
Title:   Authorized Signatory
OAKTREE FUND GP I, L.P.
By:  

/s/ Henry Orren

Name:   Henry Orren
Title:   Authorized Signatory
OAKTREE CAPITAL I, L.P.
By:  

/s/ Henry Orren

Name:   Henry Orren
Title:   Vice President


OCM HOLDINGS I, LLC
By:  

/s/ Henry Orren

Name:   Henry Orren
Title:   Vice President
OAKTREE HOLDINGS, LLC
By:  

/s/ Henry Orren

Name:   Henry Orren
Title:   Vice President
OAKTREE CAPITAL GROUP, LLC
By:  

/s/ Henry Orren

Name:   Henry Orren
Title:   Vice President
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
By:  

/s/ Henry Orren

Name:   Henry Orren
Title:   Vice President
BROOKFIELD ASSET MANAGEMENT INC.
By:  

/s/ Jessica Diab

Name:   Jessica Diab
Title:   Vice President, Legal & Regulatory
PARTNERS LIMITED
By:  

/s/ Brian D. Lawson

Name:   Brian D. Lawson
Title:   Director


Annex A – Covered Persons

Each of the individuals identified in this Annex A disclaim beneficial ownership over the shares of Capital Stock reported herein.

Oaktree Fund GP, LLC

The managing member of Oaktree Fund GP, LLC is Oaktree Fund GP I, L.P.

Oaktree Fund GP I, L.P.

The general partner of Oaktree Fund GP I, L.P. is Oaktree Capital I, L.P.

Oaktree Capital I, L.P.

The general partner of Oaktree Capital I, L.P. is OCM Holdings I, LLC.

OCM Holdings I, LLC

The managing member of OCM Holdings I, LLC is Oaktree Holdings, LLC.

Oaktree Holdings, LLC

The managing member of Oaktree Holdings, LLC is Oaktree Capital Group, LLC.

Oaktree Capital Group, LLC

The name and principal occupation of each of the directors and executive officers of Oaktree Capital Group, LLC are listed below.

 

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.

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.

Bruce Flatt

   Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Chief Executive Officer of Brookfield Asset Management Inc.

D. Richard Masson

   Owner and general manager of Golden Age Farm, LLC

Marna C. Whittington

   Retired

Steven J. Gilbert

   Founder and Chairman of the Board of Gilbert Global Equity Partners, L.P.

Daniel D. Levin

   Chief Financial Officer of Oaktree Capital Group, LLC and Chief Financial Officer of Oaktree Capital Management, L.P.

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.


Oaktree Capital Group Holdings GP, LLC

Oaktree Capital Group Holdings GP, LLC is managed by an executive committee. The name and principal occupation of each of the members of the executive committee of Oaktree Capital Group Holdings GP, LLC and its executive officers are listed below.

 

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.

Brookfield Asset Management Inc.

The name, principal occupation, address and citizenship of each of the directors and executive officers of Brookfield Asset Management Inc. are listed below.

 

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    Corporate Director    U.S.A. and Canada
Jeffrey M. Blidner, Vice Chair and Director    181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada    Vice Chair of Brookfield    Canada
Angela F. Braly, Director    832 Alverna Drive, Indianapolis, Indiana 46260 U.S.A.    Corporate Director    U.S.A.
Jack L. Cockwell, Director    51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada    Chair of Brookfield Partners Foundation    Canada
Marcel R. Coutu, Director    c/o Suite 1210 225 - 6th Ave. S.W., Calgary, Alberta T2P 1N2    Corporate Director    Canada
Murilo Ferreira, Director    Rua General Venãncio Flores, 50 Cob 01, Leblon Rio de Janeiro, RJ 22441-090    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    Canada
Brian W. Kingston, Managing Partner, Chief Executive Officer Real Estate    250 Vesey Street, 15th Floor, New York, NY 10281-1023 U.S.A.    Managing Partner, Chief Executive Officer Real Estate of Brookfield    Canada
Brian D. Lawson, Vice Chair and Director    181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada    Vice Chair of Brookfield    Canada
Cyrus Madon, Managing Partner, Chief Executive Officer Private Equity    181 Bay Street, Suite300, Toronto, Ontario M5J 2T3, Canada    Managing Partner, Chief Executive Officer Private Equity of Brookfield    Canada
Frank J. McKenna, Director   

TDCT Tower

161 Bay Street, 35th Floor

Toronto, Ontario

M5J 2T2, Canada

   Chair of Brookfield and Deputy Chair of TD Bank Group, Wholesale    Canada
Rafael Miranda, Director    C/Santiago de Compostela 100 28035 Madrid, Spain    Corporate Director    Spain
Janice Fukakusa, Director    181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada    Corporate Director    Canada
Lord Augustine Thomas O’Donnell, Director    Frontier Economics, 71 High Holborn, London U.K. WC1V 6DA    Chairman of Frontier Economics Limited    United Kingdom
Lori 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, Chief Executive Officer Infrastructure    181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada    Managing Partner, Chief Executive Officer Infrastructure of Brookfield    Canada
Seek Ngee Huat, Director    501 Orchard Road, #08 - 01 Wheelock Place, Singapore 238880    Chairman, Global Logistic Properties    Singapore
Sachin G. Shah, Managing Partner, Chief Investment Officer    181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada    Managing Partner, Chief Investment Officer of Brookfield    Canada
Diana L. Taylor, Director    c/o Bloomberg, Philanthropies, 25 East 78th Street, New York, N.Y. 10075    Corporate Director    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, Oaktree Capital Management    U.S.A
Nicholas H. 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, Chief Executive Officer Alternative Investments    181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada    Managing Partner, Chief Executive Officer Alternative Investments of Brookfield    Canada

Partners Limited

The name, principal occupation, address and citizenship of each of the directors and executive officers of Partners Limited are listed below.

 

Name and Position of

Officer or Director

  

Principal

Business Address

  

Principal Occupation

or Employment

  

Citizenship

Jack L. Cockwell, Director and Chairman of the Board    51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada    Chairman of Brookfield Partners Foundation    Canada
Brian W. Kingston, Director    250 Vesey Street, 15th Floor, New York, NY 10281-1023 U.S.A.    Managing Partner, Chief Executive Real Estate of Brookfield    Canada
Brian D. Lawson, Director and President    181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada    Vice Chair of Brookfield    Canada
Cyrus Madon, Director    181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada    Managing Partner, Chief Executive Officer Private Equity of Brookfield    Canada
Timothy R. Price, Director    51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada    Corporate Director    Canada
Samuel J.B. Pollock, Director    181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada    Managing Partner, Chief Executive Officer Infrastructure of Brookfield    Canada
Sachin G. Shah, Director    181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada    Managing Partner, Chief Investment Oficer of Brookfield    Canada
Lisa Chu, Treasurer    181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada    Senior Vice President - Finance 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, Capital Markets and Treasury of Brookfield    Canada