0001104659-14-002125.txt : 20140113 0001104659-14-002125.hdr.sgml : 20140113 20140113195153 ACCESSION NUMBER: 0001104659-14-002125 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140109 FILED AS OF DATE: 20140113 DATE AS OF CHANGE: 20140113 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 Capital Group Holdings GP, LLC CENTRAL INDEX KEY: 0001403525 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32743 FILM NUMBER: 14525325 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 Capital Group, LLC CENTRAL INDEX KEY: 0001403528 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32743 FILM NUMBER: 14525326 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 Holdings, Inc. CENTRAL INDEX KEY: 0001403382 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32743 FILM NUMBER: 14525327 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 CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0000949509 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32743 FILM NUMBER: 14525328 BUSINESS ADDRESS: STREET 1: 333 S GRAND AVENUE 28TH FL CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2138306300 MAIL ADDRESS: STREET 1: 333 S GRAND AVE 28TH FL CITY: LOS ANGELES STATE: CA ZIP: 90071 FORMER NAME: FORMER CONFORMED NAME: OAKTREE CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 20010605 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OCM EXCO Holdings, LLC CENTRAL INDEX KEY: 0001395116 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32743 FILM NUMBER: 14525329 BUSINESS ADDRESS: STREET 1: C/O OAKTREE CAPITAL MANAGEMENT, LLC STREET 2: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 213-830-6300 MAIL ADDRESS: STREET 1: C/O OAKTREE CAPITAL MANAGEMENT, LLC STREET 2: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 4 1 a4.xml 4 X0306 4 2014-01-09 0 0000316300 EXCO RESOURCES INC XCO 0001395116 OCM EXCO Holdings, LLC 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0000949509 OAKTREE CAPITAL MANAGEMENT LP 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001403382 Oaktree Holdings, Inc. 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001403528 Oaktree Capital Group, LLC 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 0001403525 Oaktree Capital Group Holdings GP, LLC 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 1 0 1 0 Common Stock 2014-01-09 4 M 0 8394736 5.00 A 45173682 I See Footnotes Subscription Rights (right to buy) 5.00 2014-01-09 4 M 0 33578946 0 D 2013-12-19 2014-01-09 Common Stock 8394736 3200000 I See Footnotes On December 19, 2013, EXCO Resources, Inc. (the "Company") issued, to each holder of record as of such date, subscription rights to acquire additional shares of common stock of the Company. On January 9, 2014, OCM Principal Opportunities Fund IV Delaware, L.P. ("Fund IV Delaware"), Oaktree Value Opportunities Fund Holdings, L.P. ("VOF Holdings") and OCM EXCO Holdings, LLC ("OCM EXCO") fully exercised their respective basic subscription rights to purchase 4,197,368 shares, 250,000 shares and 3,947,368 shares, respectively. These shares will be issued following the expiration date of the rights offering. This Form 4 is being filed by Fund IV Delaware, VOF Holdings and OCM EXCO. After giving effect to the exercise of the subscription rights, Fund IV Delaware directly owns 20,986,841 shares of common stock, VOF Holdings directly owns 1,250,000 shares of common stock, OCM EXCO directly owns 19,736,841 shares of common stock, OCM Principal Opportunities Fund III, L.P. ("Fund III") directly owns 3,142,400 shares of common stock and OCM Principal Opportunities Fund IIIA, L.P. ("Fund IIIA") directly owns 57,600 shares of common stock. Fund III and Fund IIIA did not exercise any subscription rights. This Form 4 is also being filed by: (i) OCM Principal Opportunities Fund IV Delaware GP Inc. ("Fund IV Delaware GP"), in its capacity as general partner of Fund IV Delaware; (ii) OCM Principal Opportunities Fund IV, L.P. ("Fund IV"), in its capacity as sole shareholder of Fund IV Delaware GP; (iii) OCM Principal Opportunities Fund IV GP, L.P. ("Fund IV GP"), in its capacity as general partner of Fund IV; and (iv) OCM Principal Opportunities Fund IV GP Ltd. ("Fund IV GP Ltd."), in its capacity as general partner of Fund IV GP. This Form 4 is also being filed by (i) Oaktree Value Opportunities Fund GP, L.P. ("VOFGP"), in its capacity as general partner of VOF Holdings; (ii) Oaktree Value Opportunities Fund GP Ltd. ("VOF GP Ltd."), in its capacity as general partner of VOFGP; (iii) 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; (iv) Oaktree Capital I, L.P. ("Capital I"), in its capacity as general partner of GP I; (v) OCM Holdings I, LLC ("Holdings I"), in its capacity as general partner of Capital I; and (vi) Oaktree Holdings, LLC ("Holdings"), in its capacity as managing member of Holdings I. This Form 4 is also being filed by (i) Oaktree Capital Management, L.P. (formerly Oaktree Capital Management, LLC) ("Oaktree LP"), in its capacity as manager of OCM EXCO and director of Fund IV GP Ltd. and VOF GP Ltd.; (ii) Oaktree Holdings, Inc. ("Holdings Inc."), in its capacity as general partner of Oaktree LP; and (iii) Oaktree Capital Group, LLC ("OCG"), in its capacity as managing member of Holdings and the sole shareholder of Holdings Inc. This Form 4 is also being filed by Oaktree Capital Group Holdings GP, LLC ("OCGH GP"), in its capacity the manager of OCG (each of Fund IV Delaware, Fund IV Delaware GP, Fund IV, Fund IV GP, Fund IV GP Ltd., VOF Holdings, VOFGP, VOF GP Ltd., GP I, Capital I, Holdings I, Holdings, OCM EXCO, Oaktree LP, Holdings Inc., OCG 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, VOF Holdings and OCM EXCO with respect to their respective direct holdings, disclaims beneficial ownership of 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, Sheldon M. Stone, Larry W. Keele, Stephen A. Kaplan, John B. Frank, David M. Kirchheimer and Kevin L. Clayton (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 may be deemed directors by deputization 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. This Form 4 is being filed in three parts due to the large number of reporting persons. This filing is filed by OCM EXCO Holdings, LLC and the Reporting Persons listed in Footnotes 5 and 6 above. Accompanying filings are filed, on the date hereof, by OCM Principal Opportunities Fund IV Delaware, L.P. and the Reporting Persons listed in Footnote 3 above and by Oaktree Value Opportunities Fund Holdings, L.P. and the Reporting Persons listed in Footnote 4 above. The three filings relate to the same transaction described above. See Signatures included in Exhibit 99.1 2014-01-13 EX-99.1 2 ex-99d1.htm EX-99.1 EXHIBIT 99

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: OCM EXCO HOLDINGS, LLC

 

Date of Event Requiring Statement: January 9, 2014

 

Issuer Name and Ticker or Trading Symbol:   XCO

 

 

OCM EXCO HOLDINGS, LLC

 

 

 

By: Oaktree Capital Management, L.P.,

 

Its: Manager

 

 

 

By:

/s/ Lisa Arakaki

 

Name:   Lisa Arakaki

 

Title:     Managing Director

 

 

 

By:

/s/ Martin Boskovich

 

Name:   Martin Boskovich

 

Title:     Managing Director

 

 

 

OAKTREE CAPITAL MANAGEMENT, L.P.

 

 

 

By:

/s/ Lisa Arakaki

 

Name:    Lisa Arakaki

 

Title:      Managing Director

 

 

 

By:

/s/ Martin Boskovich

 

Name:   Martin Boskovich

 

Title:     Managing Director

 

 

 

OAKTREE HOLDINGS, INC.

 

 

 

By:

/s/ Lisa Arakaki

 

Name:   Lisa Arakaki

 

Title:     Managing Director and Assistant Secretary

 

 

 

By:

/s/ Martin Boskovich

 

Name:   Martin Boskovich

 

Title:     Senior Vice President

 


 

 

OAKTREE CAPITAL GROUP, LLC

 

 

 

By:

/s/ Lisa Arakaki

 

Name:   Lisa Arakaki

 

Title:     Managing Director and Assistant Secretary

 

 

 

By:

/s/ Martin Boskovich

 

Name:   Martin Boskovich

 

Title:     Senior Vice President

 

 

 

 

 

OAKTREE CAPITAL GROUP HOLDINGS GP, LLC

 

 

 

By:

/s/ Lisa Arakaki

 

Name:   Lisa Arakaki

 

Title:     Managing Director

 

 

 

By:

/s/ Martin Boskovich

 

Name:   Martin Boskovich

 

Title:     Senior Vice President