SC 13D/A 1 a16-20447_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13D/A

 

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

 

Banner Corporation

(Name of Issuer)

 

 

Common Stock, par value $0.01

(Title of Class of Securities)

 

06652V208

(CUSIP Number)

 

Todd E. Molz

General Counsel, Chief Administrative Officer & Managing Director

Oaktree Capital Group Holdings GP, LLC

333 South Grand Avenue, 28th Floor

Los Angeles, California 90071

(213) 830-6300

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

 

October 21, 2016

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No. 06652V208

Schedule 13D

 

 

 

(1)

Names of Reporting Persons
Oaktree Principal Fund V (Delaware), L.P.

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
OO (See Item 3)

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(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
1,466,251 (See Item 5)

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
1,466,251 (See Item 5)

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
1,466,251 (See Item 5)

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
4.34% (See Item 5)

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

2


 

CUSIP No. 06652V208

Schedule 13D

 

 

 

(1)

Names of Reporting Persons
Oaktree Fund GP, LLC*

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
Not Applicable

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(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
1,466,251 (See Item 5)

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
1,466,251 (See Item 5)

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
1,466,251 (See Item 5)

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
4.34% (See Item 5)

 

 

(14)

Type of Reporting Person (See Instructions)
OO

 

* Solely in its capacity as the general partner of Oaktree Principal Fund V (Delaware), L.P.

 

3


 

CUSIP No. 06652V208

Schedule 13D

 

 

 

(1)

Names of Reporting Persons
Oaktree Fund GP I, L.P.*

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
Not Applicable

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(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
1,466,251 (See Item 5)

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
1,466,251 (See Item 5)

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
1,466,251 (See Item 5)

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
4.34% (See Item 5)

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

* Solely in its capacity as the managing member of Oaktree Fund GP, LLC.

 

4


 

CUSIP No. 06652V208

Schedule 13D

 

 

 

(1)

Names of Reporting Persons
Oaktree Capital I, L.P.*

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
Not Applicable

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(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
1,466,251 (See Item 5)

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
1,466,251 (See Item 5)

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
1,466,251 (See Item 5)

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
4.34% (See Item 5)

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

* Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.

 

5


 

CUSIP No. 06652V208

Schedule 13D

 

 

 

(1)

Names of Reporting Persons
OCM Holdings I, LLC*

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
Not Applicable

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(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
1,466,251 (See Item 5)

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
1,466,251 (See Item 5)

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
1,466,251 (See Item 5)

 

 

(12)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (9)
4.34% (See Item 5)

 

 

(14)

Type of Reporting Person (See Instructions)
OO

 

* Solely in its capacity as the general partner of Oaktree Capital I, L.P.

 

6


 

CUSIP No. 06652V208

Schedule 13D

 

 

 

(1)

Names of Reporting Persons
Oaktree Holdings, LLC*

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
Not Applicable

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(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
1,466,251 (See Item 5)

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
1,466,251 (See Item 5)

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
1,466,251 (See Item 5)

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
4.34% (See Item 5)

 

 

(14)

Type of Reporting Person (See Instructions)
OO

 

* Solely in its capacity as the managing member of OCM Holdings I, LLC.

 

7


 

CUSIP No. 06652V208

Schedule 13D

 

 

 

(1)

Names of Reporting Persons
Oaktree Capital Group, LLC*

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
Not Applicable

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(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
1,466,251 (See Item 5)

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
1,466,251 (See Item 5)

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
1,466,251 (See Item 5)

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
4.34% (See Item 5)

 

 

(14)

Type of Reporting Person (See Instructions)
OO

 

* Solely in its capacity as the managing member of Oaktree Holdings, LLC.

 

8


 

CUSIP No. 06652V208

Schedule 13D

 

 

 

(1)

Names of Reporting Persons
Oaktree Capital Group Holdings GP, LLC*

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
Not Applicable

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(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
1,706,900 (See Item 5)

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
1,706,900 (See Item 5)

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
1,706,900 (See Item 5)

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
5.06% (See Item 5)

 

 

(14)

Type of Reporting Person (See Instructions)
OO

 

* Solely in its capacity as the manager of Oaktree Capital Group, LLC and the general partner of Oaktree Capital Group Holdings, L.P.

 

9


 

CUSIP No. 06652V208

Schedule 13D

 

 

 

(1)

Names of Reporting Persons
Oaktree FF Investment Fund AIF (Delaware), L.P.

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
OO (See Item 3)

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(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
240,649 (See Item 5)

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
240,649 (See Item 5)

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
240,649 (See Item 5)

 

 

(12)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (9)
0.71% (See Item 5)

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

10


 

CUSIP No. 06652V208

Schedule 13D

 

 

 

(1)

Names of Reporting Persons
Oaktree Fund AIF Series, L.P.*

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
Not Applicable

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(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
240,649 (See Item 5)

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
240,649 (See Item 5)

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
240,649 (See Item 5)

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
0.71% (See Item 5)

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

* Solely in its capacity as the general partner of Oaktree FF Investment Fund AIF (Delaware), L.P.

 

11


 

CUSIP No. 06652V208

Schedule 13D

 

 

 

(1)

Names of Reporting Persons
Oaktree Fund GP AIF, LLC*

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
Not Applicable

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(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
240,649 (See Item 5)

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
240,649 (See Item 5)

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
240,649 (See Item 5)

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
0.71% (See Item 5)

 

 

(14)

Type of Reporting Person (See Instructions)
OO

 

* Solely in its capacity as the general partner of Oaktree Fund AIF Series, L.P.

 

12


 

CUSIP No. 06652V208

Schedule 13D

 

 

 

(1)

Names of Reporting Persons
Oaktree Fund GP III, L.P.*

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
Not Applicable

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(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
240,649 (See Item 5)

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
240,649 (See Item 5)

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
240,649 (See Item 5)

 

 

(12)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (9)
0.71% (See Item 5)

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

* Solely in its capacity as the managing member of Oaktree Fund GP AIF, LLC.

 

13


 

CUSIP No. 06652V208

Schedule 13D

 

 

 

(1)

Names of Reporting Persons
Oaktree AIF Investments, L.P.*

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
Not Applicable

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(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
240,649 (See Item 5)

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
240,649 (See Item 5)

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
240,649 (See Item 5)

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
0.71% (See Item 5)

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

* Solely in its capacity as the general partner of Oaktree Fund GP III, L.P.

 

14


 

CUSIP No. 06652V208

Schedule 13D

 

 

 

(1)

Names of Reporting Persons
Oaktree AIF Holdings, Inc.*

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
Not Applicable

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(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
240,649 (See Item 5)

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
240,649 (See Item 5)

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
240,649 (See Item 5)

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
0.71% (See Item 5)

 

 

(14)

Type of Reporting Person (See Instructions)
CO

 

* Solely in its capacity as the general partner of Oaktree AIF Investments, L.P.

 

15


 

CUSIP No. 06652V208

Schedule 13D

 

 

 

(1)

Names of Reporting Persons
Oaktree Capital Group Holdings, L.P.*

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
Not Applicable

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(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
240,649 (See Item 5)

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
240,649 (See Item 5)

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
240,649 (See Item 5)

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
0.71% (See Item 5)

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 

* Solely in its capacity as the sole voting shareholder of Oaktree AIF Holdings, Inc.

 

16


 

Amendment No. 2 to Schedule 13D

 

This Amendment No. 2 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on October 7, 2015 (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Original Schedule 13D, filed with the SEC on March 3, 2016. Except as set forth herein, the Original Schedule 13D is unmodified and remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Original Schedule 13D.

 

Item 2.               Identity and Background.

 

Item 2 of the Original Schedule 13D is hereby amended and supplemented as follows:

 

Annex A to the Original Schedule 13D has been amended and restated in its entirety with Annex A attached hereto. Annex A is incorporated herein by reference. Each of the Covered Persons that is a natural person is a United States citizen.

 

Item 5.                  Interest in Securities of the Issuer.

 

Items 5(a)-(b) of the Original Schedule 13D are hereby amended and supplemented as follows:

 

(a)-(b)

 

As of the date of this Schedule 13D, the Investors own an aggregate of 1,706,900 shares of Common Stock, of which 1,466,251 shares of Common Stock are owned directly by the PF V Fund and 240,649 shares of Common Stock are owned directly by the AIF Fund, constituting approximately 5.06% of the issued and outstanding Common Stock.

 

All ownership percentages of the securities reported in this Schedule 13D are based upon 33,759,857 shares of Common Stock outstanding as of July 31, 2016, as reported on the Company’s Quarterly Report filed on Form 10-Q for the period ending June 30, 2016, as filed with the SEC on August 5, 2016.

 

Item 5(c) of the Original Schedule 13D is hereby amended and supplemented as follows:

 

(c)

 

Information concerning transactions in the shares of Common Stock effected by the Reporting Persons during the past sixty days is set forth in Annex B hereto and is incorporated herein by reference. All of the transactions in shares of Common Stock listed hereto were effected in the open market or through a brokered block trade.

 

17


 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: October 26, 2016

 

 

OAKTREE PRINCIPAL FUND V (DELAWARE), L.P.

 

 

 

 

By:

Oaktree Fund GP, LLC

 

Its:

General Partner

 

 

 

 

By:

Oaktree Fund GP I, L.P.

 

Its:

Managing Member

 

 

 

 

By:

/s/ Jamie Toothman

 

Name:

Jamie Toothman

 

Title:

Authorized Signatory

 

 

 

 

OAKTREE FUND GP, LLC

 

 

 

 

By:

Oaktree Fund GP I, L.P.

 

Its:

Managing Member

 

 

 

 

By:

/s/ Jamie Toothman

 

Name:

Jamie Toothman

 

Title:

Authorized Signatory

 

 

 

 

OAKTREE FUND GP I, L.P.

 

 

 

 

By:

/s/ Jamie Toothman

 

Name:

Jamie Toothman

 

Title:

Authorized Signatory

 

 

 

 

OAKTREE CAPITAL I, L.P.

 

 

 

 

By:

/s/ Jamie Toothman

 

Name:

Jamie Toothman

 

Title:

Vice President

 

 

 

 

OCM HOLDINGS I, LLC

 

 

 

 

By:

/s/ Jamie Toothman

 

Name:

Jamie Toothman

 

Title:

Vice President

 

 

 

 

OAKTREE HOLDINGS, LLC

 

 

 

 

By:

/s/ Jamie Toothman

 

Name:

Jamie Toothman

 

Title:

Vice President

 

18


 

 

OAKTREE CAPITAL GROUP, LLC

 

 

 

 

By:

Oaktree Capital Group Holdings GP, LLC

 

Its:

Manager

 

 

 

 

By:

/s/ Jamie Toothman

 

Name:

Jamie Toothman

 

Title:

Vice President

 

 

 

 

OAKTREE CAPITAL GROUP HOLDINGS, L.P.

 

 

 

 

By:

Oaktree Capital Group Holdings GP, LLC

 

Its:

General Partner

 

 

 

 

By:

/s/ Jamie Toothman

 

Name:

Jamie Toothman

 

Title:

Vice President

 

 

 

 

OAKTREE CAPITAL GROUP HOLDINGS GP, LLC

 

 

 

 

By:

/s/ Jamie Toothman

 

Name:

Jamie Toothman

 

Title:

Vice President

 

 

 

 

OAKTREE FF INVESTMENT FUND AIF (DELAWARE), L.P.

 

 

 

 

By:

Oaktree Fund AIF Series, L.P.

 

Its:

General Partner

 

 

 

 

By:

Oaktree Fund GP AIF, LLC

 

Its:

General Partner

 

 

 

 

By:

Oaktree Fund GP III, L.P.

 

Its:

Managing Member

 

 

 

 

By:

/s/ Jamie Toothman

 

Name:

Jamie Toothman

 

Title:

Authorized Signatory

 

 

 

 

OAKTREE FUND AIF SERIES, L.P.

 

 

 

 

By:

Oaktree Fund GP AIF, LLC

 

Its:

General Partner

 

 

 

 

By:

Oaktree Fund GP III, L.P.

 

Its:

Managing Member

 

 

 

 

By:

/s/ Jamie Toothman

 

Name:

Jamie Toothman

 

Title:

Authorized Signatory

 

19


 

 

OAKTREE FUND GP AIF, LLC

 

 

 

 

By:

Oaktree Fund GP III, L.P.

 

Its:

Managing Member

 

 

 

 

By:

/s/ Jamie Toothman

 

Name:

Jamie Toothman

 

Title:

Authorized Signatory

 

 

 

 

OAKTREE FUND GP III, L.P.

 

 

 

 

By:

/s/ Jamie Toothman

 

Name:

Jamie Toothman

 

Title:

Authorized Signatory

 

 

 

 

OAKTREE AIF INVESTMENTS, L.P.

 

 

 

 

By:

/s/ Jamie Toothman

 

Name:

Jamie Toothman

 

Title:

Vice President

 

 

 

 

OAKTREE AIF HOLDINGS, INC.

 

 

 

 

By:

/s/ Jamie Toothman

 

Name:

Jamie Toothman

 

Title:

Vice President

 

20


 

ANNEX A

 

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 Co-Chairman of Oaktree Capital Management, L.P.

 

 

 

Bruce A. Karsh

 

Co-Chairman, Chief Investment Officer and Director of Oaktree Capital Group, 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 Chief Executive Officer of Oaktree Capital Management, L.P.

 

 

 

John B. Frank

 

Vice Chairman and Director of Oaktree Capital Group, LLC and Vice Chairman of Oaktree Capital Management, L.P.

 

 

 

David M. Kirchheimer

 

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

 

 

 

Sheldon M. Stone

 

Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.

 

 

 

Stephen A. Kaplan

 

Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.

 

Oaktree Capital Group Holdings, L.P.

 

The general partner of Oaktree Capital Group Holdings, L.P. is Oaktree Capital Group Holdings GP, 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 Co-Chairman of Oaktree Capital Management, L.P.

 

 

 

Bruce A. Karsh

 

Co-Chairman, Chief Investment Officer and Director of Oaktree Capital Group, 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 Chief Executive Officer of Oaktree Capital Management, L.P.

 

 

 

John B. Frank

 

Vice Chairman and Director of Oaktree Capital Group, LLC and Vice Chairman of Oaktree Capital Management, L.P.

 

 

 

David M. Kirchheimer

 

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

 

 

 

Sheldon M. Stone

 

Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.

 

 

 

Stephen A. Kaplan

 

Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.

 

 

 

Larry W. Keele

 

Retired

 

21


 

D. Richard Masson

 

Owner and general manager of Golden Age Farm, LLC

 

 

 

Robert E. Denham

 

Partner in the law firm of Munger, Tolles & Olson LLP

 

 

 

Wayne G. Pierson

 

President of Acorn Investors, LLC and Principal of Clifford Capital Partners, LLC

 

 

 

Marna C. Whittington

 

Retired

 

 

 

Todd E. Molz

 

General Counsel, Chief Administrative Officer and Managing Director of Oaktree Capital Group, LLC and General Counsel, Chief Administrative Officer and Managing Director of Oaktree Capital Management, L.P.

 

 

 

Susan Gentile

 

Chief Accounting Officer and Managing Director of Oaktree Capital Group, LLC and Chief Accounting Officer and Managing Director of Oaktree Capital Management, L.P.

 

Oaktree Holdings, LLC

 

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

 

OCM Holdings I, LLC

 

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

 

Oaktree Capital I, L.P.

 

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

 

Oaktree Fund GP I, L.P.

 

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

 

Oaktree Fund GP, LLC

 

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

 

Oaktree Principal Fund V (Delaware), L.P.

 

The general partner of Oaktree Principal Fund V (Delaware), L.P. is Oaktree Fund GP, LLC.

 

Oaktree FF Investment Fund AIF (Delaware), L.P.

 

The general partner of Oaktree FF Investment Fund AIF (Delaware), L.P. is Oaktree Fund AIF Series, L.P.

 

Oaktree Fund AIF Series, L.P.

 

The general partner of Oaktree Fund AIF Series, L.P. is Oaktree Fund GP AIF, LLC.

 

Oaktree Fund GP AIF, LLC

 

The sole member of Oaktree Fund GP AIF, LLC is Oaktree Fund GP III, L.P.

 

Oaktree Fund GP III, L.P.

 

The general partner of Oaktree Fund GP III, L.P. is Oaktree AIF Investments, L.P.

 

Oaktree AIF Investments, L.P.

 

The general partner of Oaktree AIF Investments, L.P. is Oaktree AIF Holdings, Inc.

 

22


 

Oaktree AIF Holdings, Inc.

 

The name and principal occupation of each of the directors and executive officers of Oaktree AIF Holdings, Inc. are listed below.

 

Name

 

Principal Occupation

 

 

 

Howard S. Marks

 

Co-Chairman and Director of Oaktree Capital Group, 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 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 Chief Executive Officer of Oaktree Capital Management, L.P.

 

 

 

John Frank

 

Vice Chairman and Director of Oaktree Capital Group, LLC and Vice Chairman of Oaktree Capital Management, L.P.

 

 

 

David Kirchheimer

 

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

 

 

 

Todd E. Molz

 

General Counsel, Chief Administrative Officer and Managing Director of Oaktree Capital Group, LLC and General Counsel, Chief Administrative Officer and Managing Director of Oaktree Capital Management, L.P.

 

 

 

Susan Gentile

 

Chief Accounting Officer and Managing Director of Oaktree Capital Group, LLC and Chief Accounting Officer and Managing Director of Oaktree Capital Management, L.P.

 

23


 

ANNEX B

 

TRANSACTIONS IN THE COMMON STOCK BY THE REPORTING PERSONS

 

The following tables set forth all transactions in the Common Stock effected by the Reporting Persons in the past sixty days.  All prices per share exclude commissions.

 

Oaktree Principal Fund V (Delaware), L.P.

 

Date of Sale

 

Total Shares Sold

 

Price Per Share

 

How Effected

 

09/20/2016

 

21,186

 

$

44.16

 

Open market

 

09/21/2016

 

32,889

 

$

44.06

 

Open market

 

09/22/2016

 

33,330

 

$

44.16

 

Open market

 

09/23/2016

 

19,633

 

$

44.14

 

Open market

 

09/29/2016

 

945

 

$

44.08

 

Open market

 

10/05/2016

 

9,169

 

$

44.59

 

Open market

 

10/06/2016

 

9,310

 

$

44.49

 

Open market

 

10/07/2016

 

5,068

 

$

44.30

 

Open market

 

10/10/2016

 

3,717

 

$

44.91

 

Open market

 

10/11/2016

 

90,995

 

$

44.13

 

Open market

 

10/17/2016

 

40,624

 

$

44.18

 

Open market

 

10/18/2016

 

12,277

 

$

44.62

 

Open market

 

10/21/2016

 

487,137

 

$

43.90

 

Brokered block trade

 

 

Oaktree FF Investment Fund AIF (Delaware), L.P.

 

Date of Sale

 

Total Shares Sold

 

Price Per Share

 

How Effected

 

09/20/2016

 

3,477

 

$

44.16

 

Open market

 

09/21/2016

 

5,398

 

$

44.06

 

Open market

 

09/22/2016

 

5,470

 

$

44.16

 

Open market

 

09/23/2016

 

3,222

 

$

44.14

 

Open market

 

09/29/2016

 

155

 

$

44.08

 

Open market

 

10/05/2016

 

1,505

 

$

44.59

 

Open market

 

10/06/2016

 

1,528

 

$

44.49

 

Open market

 

10/07/2016

 

832

 

$

44.30

 

Open market

 

10/10/2016

 

611

 

$

44.91

 

Open market

 

10/11/2016

 

14,960

 

$

44.13

 

Open market

 

10/17/2016

 

6,680

 

$

44.18

 

Open market

 

10/18/2016

 

2,019

 

$

44.62

 

Open market

 

10/21/2016

 

79,951

 

$

43.90

 

Brokered block trade

 

 

24