0000950142-15-002615.txt : 20151214 0000950142-15-002615.hdr.sgml : 20151214 20151214175708 ACCESSION NUMBER: 0000950142-15-002615 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20151210 FILED AS OF DATE: 20151214 DATE AS OF CHANGE: 20151214 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: 001-32743 FILM NUMBER: 151286891 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: OCM HOLDINGS I, LLC CENTRAL INDEX KEY: 0001407178 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32743 FILM NUMBER: 151286892 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 FORMER NAME: FORMER CONFORMED NAME: OAKTREE HOLDINGS I, LLC DATE OF NAME CHANGE: 20070718 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Capital I, L.P. CENTRAL INDEX KEY: 0001403530 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32743 FILM NUMBER: 151286893 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 FIE, LLC CENTRAL INDEX KEY: 0001498954 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32743 FILM NUMBER: 151286895 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 FORMER NAME: FORMER CONFORMED NAME: OCM FIE, L.P. DATE OF NAME CHANGE: 20100812 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Value Opportunities Fund GP, L.P. CENTRAL INDEX KEY: 0001474239 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32743 FILM NUMBER: 151286897 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 Value Opportunities Fund Holdings, L.P. CENTRAL INDEX KEY: 0001474241 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32743 FILM NUMBER: 151286898 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 FUND GP I, L.P. CENTRAL INDEX KEY: 0001402746 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32743 FILM NUMBER: 151286894 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 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EXCO RESOURCES INC CENTRAL INDEX KEY: 0000316300 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 741492779 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12377 MERIT DR STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75251 BUSINESS PHONE: 2143682084 MAIL ADDRESS: STREET 1: 12377 MERIT DR STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75251 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Value Opportunities Fund GP Ltd. CENTRAL INDEX KEY: 0001474240 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32743 FILM NUMBER: 151286896 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 4 1 es1501442_4-exco2.xml OWNERSHIP DOCUMENT X0306 4 2015-12-10 0 0000316300 EXCO RESOURCES INC XCO 0001474241 Oaktree Value Opportunities Fund Holdings, L.P. 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001474239 Oaktree Value Opportunities Fund GP, L.P. 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001474240 Oaktree Value Opportunities Fund GP Ltd. 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001498954 OCM FIE, LLC 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001402746 OAKTREE FUND GP I, L.P. 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001403530 Oaktree Capital I, L.P. 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001407178 OCM HOLDINGS I, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001407181 OAKTREE HOLDINGS, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 Common Stock 2015-12-10 4 A 0 124260 0 A 45307942 I See footnotes This Form 4 is being filed by: (i) OCM Principal Opportunities Fund IV Delaware, L.P. ("Fund IV Delaware"); (ii) OCM Principal Opportunities Fund IV Delaware GP Inc. ("Fund IV Delaware GP"), in its capacity as general partner of Fund IV Delaware; (iii) OCM Principal Opportunities Fund IV, L.P. ("Fund IV"), in its capacity as sole shareholder of Fund IV Delaware GP; (iv) OCM Principal Opportunities Fund IV GP, L.P. ("Fund IV GP"), in its capacity as general partner of Fund IV; (v) OCM Principal Opportunities Fund IV GP Ltd. ("Fund IV GP Ltd."), in its capacity as general partner of Fund IV GP; (vi) OCM Principal Opportunities Fund III, L.P. ("Fund III"); (vii) OCM Principal Opportunities Fund IIIA, L.P. ("Fund IIIA"); and (viii) OCM Principal Opportunities Fund III GP, L.P. ("Fund III GP"), in its capacity as general partner of Fund III and Fund IIIA. This Form 4 is also being filed by (i) Oaktree Value Opportunities Fund Holdings, L.P. ("VOF Holdings''); (ii) Oaktree Value Opportunities Fund GP, L.P. ("VOFGP"), in its capacity as general partner of VOF Holdings; (iii) Oaktree Value Opportunities Fund GP Ltd. ("VOF GP Ltd."), in its capacity as general partner of VOFGP; (iv) OCM FIE, LLC ("FIE"); (v) Oaktree Fund GP I, L.P. ("GP I"), in its capacity as sole shareholder of Fund IV GP Ltd. and VOF GP Ltd. and the general partner of Fund III GP; (vi) Oaktree Capital I, L.P. ("Capital I"), in its capacity as general partner of GP I; (vii) OCM Holdings I, LLC ("Holdings I"), in its capacity as general partner of Capital I; and (viii) Oaktree Holdings, LLC ("Holdings"), in its capacity as managing member of Holdings I. This Form 4 is also being filed by (i) OCM EXCO Holdings, LLC ("OCM EXCO"); (ii) Oaktree Capital Management, L.P. (formerly Oaktree Capital Management, LLC) ("Oaktree LP"), in its capacity as managing member of FIE, manager of OCM EXCO and director of Fund IV GP Ltd. and VOF GP Ltd.; (iii) Oaktree Holdings, Inc. ("Holdings Inc."), in its capacity as general partner of Oaktree LP; (iv) Oaktree Capital Group, LLC ("OCG"), in its capacity as managing member of Holdings and the sole shareholder of Holdings Inc.; and (v) Oaktree Capital Group Holdings, L.P. ("OCGH"), in its capacity as holder of a majority of the voting units of OCG. This Form 4 is also being filed by Oaktree Capital Group Holdings GP, LLC ("OCGH GP"), in its capacity as general partner of OCGH and manager of OCG (each of Fund IV Delaware, Fund IV Delaware GP, Fund IV, Fund IV GP, Fund IV GP Ltd., Fund III, Fund IIIA, Fund III GP, VOF Holdings, VOFGP, VOF GP Ltd., FIE, GP I, Capital I, Holdings I, Holdings, OCM EXCO, Oaktree LP, Holdings Inc., OCG, OCGH and OCGH GP, a "Reporting Person" and collectively, the "Reporting Persons"). Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each Reporting Person, other than Fund IV Delaware, Fund III, Fund IIIA, VOF Holdings and OCM EXCO with respect to their respective direct holdings, disclaims beneficial ownership the securities reported herein except to the extent of their 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 securities 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, Sheldon M. Stone, Stephen A. Kaplan and David M. Kirchheimer (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 securities reported herein. Except to the extent of their respective pecuniary interest, each OCGH GP Member disclaims beneficial ownership of the securities 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 securities covered by this Form 4. The Reporting Persons, other than Fund III GP, Fund III and Fund IIIA, may be deemed a director by virtue of their right to designate a representative to be nominated by the Issuer to serve on the Issuer's board of directors. B. James Ford was elected to serve on the Issuer's board of directors on December 1, 2007. Mr. Ford holds these 124,260 restricted shares of Common Stock of the Issuer for the benefit of FIE. Pursuant to the policies of Oaktree, Mr. Ford must hold the shares on behalf of and for the sole benefit of FIE and is assigning all economic, pecuniary, and voting rights to FIE. The Reporting Persons, other than FIE, disclaim beneficial ownership of these securities and the filing of this Form 4 shall not be construed as an admission that such persons are beneficial owners of any securities covered by this Form 4, except to the extent of any indirect pecuniary interest therein. These shares were automatically granted pursuant to the Amended and Restated 2007 Director Plan of EXCO Resources, as amended (the "Plan"). All of these shares of restricted common stock vest on December 10, 2016. These shares of restricted stock are subject to forfeiture, accelerated vesting and other restrictions as more fully set forth in the Plan. This Form 4 is being filed in three parts due to the large number of reporting persons. This filing is filed by the Reporting Persons listed in Footnote 2 above. Accompanying filings are filed, on the date hereof, by the Reporting Persons listed in Footnote 1 above and by the Reporting Persons listed in Footnotes 3 and 4 above. The three filings relate to the same transaction described above. See Signatures included in Exhibit 99.1 2015-12-14 EX-99.1 2 es1501442_ex9901.htm EXHIBIT 99.1 Unassociated 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: OAKTREE VALUE OPPORTUNITIES FUND HOLDINGS, L.P.
 
Date of Event Requiring Statement: December 10, 2015
 
Issuer Name and Ticker or Trading Symbol:   XCO
 
 
OAKTREE VALUE OPPORTUNITIES FUND HOLDINGS, L.P.
 
 
 
 
 
 
By: Oaktree Value Opportunities Fund GP, L.P.,
 
 
Its: General Partner
 
 
 
 
 
By: Oaktree Value Opportunities Fund GP Ltd.,
 
 
Its: General Partner
 
 
 
 
 
By: Oaktree Capital Management, L.P. 
 
 
Its: Director
 
 
 
 
 
 
By: 
/s/ Jamie Toothman
 
 
Name: 
Jamie Toothman
 
 
Title: 
Vice President
 
 
 
 
 
 
By:
/s/ Lisa Arakaki
 
 
Name:
Lisa Arakaki
 
 
Title: 
Managing Director
 
 
 
 
OAKTREE VALUE OPPORTUNITIES FUND GP, L.P.
 
 
 
 
 
By: Oaktree Value Opportunities Fund GP Ltd.,
Its: General Partner
 
 
 
 
 
By: Oaktree Capital Management, L.P. 
 
 
Its: Director 
 
 
 
 
 
 
By: 
/s/ Jamie Toothman
 
 
Name: 
 Jamie Toothman
 
 
Title: 
Vice President
 
 
 
 
 
 
By:
/s/ Lisa Arakaki
 
 
Name:
Lisa Arakaki
 
 
Title: 
Managing Director
 
 
 
 
OAKTREE VALUE OPPORTUNITIES FUND GP LTD.
 
 
 
 
 
By: Oaktree Capital Management, L.P.  
 
 
 
 
 
 
 
 
 
By: 
/s/ Jamie Toothman
 
 
Name: 
 Jamie Toothman
 
 
Title: 
Vice President
 
 
 
 
 
 
By:
/s/ Lisa Arakaki
 
 
Name:
Lisa Arakaki
 
 
Title: 
Managing Director
 
 
 
 
 
 
OCM FIE, LLC
 
 
 
 
 
 
By:
/s/ Jamie Toothman
 
 
Name:
Jamie Toothman
 
 
Title: 
Authorized Signatory
 
 
 
 
 
 
By: 
/s/ Lisa Arakaki
 
 
Name: 
Lisa Arakaki
 
 
Title: 
Authorized Signatory
 
 
 
 
 
OAKTREE FUND GP I, L.P.
 
 
 
 
 
 
By:
/s/ Jamie Toothman
 
 
Name:
Jamie Toothman
 
 
Title: 
Authorized Signatory
 
 
 
 
 
 
By: 
/s/ Lisa Arakaki
 
 
Name: 
Lisa Arakaki
 
 
Title: 
Authorized Signatory
 
 
 
 
OAKTREE CAPITAL I, L.P.
 
 
 
 
 
 
By: OCM Holdings I, LLC
Its: General Partner
 
 
 
 
 
 
By:
/s/ Jamie Toothman
 
 
Name:
Jamie Toothman
 
 
Title: 
Vice President
 
 
 
 
 
 
By: 
/s/ Lisa Arakaki
 
 
Name: 
Lisa Arakaki
 
 
Title: 
Managing Director
 
 
 
 
OCM HOLDINGS I, LLC
 
 
 
 
 
 
By:
/s/ Jamie Toothman
 
 
Name:
Jamie Toothman
 
 
Title: 
Vice President
 
 
 
 
 
 
By: 
/s/ Lisa Arakaki
 
 
Name: 
Lisa Arakaki
 
 
Title: 
Managing Director
 
 
 
 
OAKTREE HOLDINGS, LLC
 
 
 
 
 
 
By: Oaktree Capital Group, LLC
Its: Managing Member
 
 
 
 
 
 
By:
/s/ Jamie Toothman
 
 
Name:
Jamie Toothman
 
 
Title: 
Vice President
 
 
 
 
 
 
By: 
/s/ Lisa Arakaki
 
 
Name: 
Lisa Arakaki
 
 
Title: 
Managing Director