0000899243-20-028242.txt : 20201014 0000899243-20-028242.hdr.sgml : 20201014 20201014213233 ACCESSION NUMBER: 0000899243-20-028242 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20201014 FILED AS OF DATE: 20201014 DATE AS OF CHANGE: 20201014 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ATI Investment Parent, LLC CENTRAL INDEX KEY: 0001827785 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39613 FILM NUMBER: 201240166 BUSINESS ADDRESS: STREET 1: C/O ARRAY TECHNOLOGIES, INC. STREET 2: 3901 MIDWAY PLACE NE CITY: ALBUQUERQUE STATE: NM ZIP: 87109 BUSINESS PHONE: (505) 881-7567 MAIL ADDRESS: STREET 1: C/O ARRAY TECHNOLOGIES, INC. STREET 2: 3901 MIDWAY PLACE NE CITY: ALBUQUERQUE STATE: NM ZIP: 87109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BROOKFIELD ASSET MANAGEMENT INC. CENTRAL INDEX KEY: 0001001085 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39613 FILM NUMBER: 201240167 BUSINESS ADDRESS: STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 300 STREET 2: PO BOX 762 CITY: TORONTO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 416-363-9491 MAIL ADDRESS: STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 300 STREET 2: PO BOX 762 CITY: TORONTO STATE: A6 ZIP: M5J2T3 FORMER NAME: FORMER CONFORMED NAME: BRASCAN CORP/ DATE OF NAME CHANGE: 20010321 FORMER NAME: FORMER CONFORMED NAME: EDPERBRASCAN CORP DATE OF NAME CHANGE: 19970904 FORMER NAME: FORMER CONFORMED NAME: BRASCAN LTD DATE OF NAME CHANGE: 19950919 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Power Opportunities Fund IV, L.P. CENTRAL INDEX KEY: 0001622599 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39613 FILM NUMBER: 201240168 BUSINESS ADDRESS: STREET 1: 333 S. GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 213-830-6300 MAIL ADDRESS: STREET 1: 333 S. GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Power Opportunities Fund IV (Parallel), L.P. CENTRAL INDEX KEY: 0001701705 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39613 FILM NUMBER: 201240169 BUSINESS ADDRESS: STREET 1: 333 S. GRAND AVENUE CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 213-830-6300 MAIL ADDRESS: STREET 1: 333 S. GRAND AVENUE CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree ATI Investors, L.P. CENTRAL INDEX KEY: 0001676821 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39613 FILM NUMBER: 201240170 BUSINESS ADDRESS: STREET 1: C/O OAKTREE CAPITAL MANAGEMENT, L.P. STREET 2: 333 S. 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, L.P. STREET 2: 333 S. GRAND AVENUE, 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39613 FILM NUMBER: 201240171 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: 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39613 FILM NUMBER: 201240172 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: Atlas OCM Holdings, LLC CENTRAL INDEX KEY: 0001790787 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39613 FILM NUMBER: 201240173 BUSINESS ADDRESS: STREET 1: C/O OAKTREE CAPITAL MANAGEMENT, L.P. STREET 2: 333 S. 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, L.P. STREET 2: 333 S. GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Capital Group Holdings, L.P. CENTRAL INDEX KEY: 0001403527 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39613 FILM NUMBER: 201240174 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: Array Technologies, Inc. CENTRAL INDEX KEY: 0001820721 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 832747826 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3901 MIDWAY PLACE NE CITY: ALBUQUERQUE STATE: NM ZIP: 87109 BUSINESS PHONE: (505) 881-7567 MAIL ADDRESS: STREET 1: 3901 MIDWAY PLACE NE CITY: ALBUQUERQUE STATE: NM ZIP: 87109 FORMER COMPANY: FORMER CONFORMED NAME: ATI Intermediate Holdings, LLC DATE OF NAME CHANGE: 20200810 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2020-10-14 0 0001820721 Array Technologies, Inc. ARRY 0001827785 ATI Investment Parent, LLC 3901 MIDWAY PLACE NE ALBUQUERQUE NM 87109 0 0 1 0 0001001085 BROOKFIELD ASSET MANAGEMENT INC. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA 0 0 1 0 0001622599 Oaktree Power Opportunities Fund IV, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001701705 Oaktree Power Opportunities Fund IV (Parallel), L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001676821 Oaktree ATI Investors, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0000949509 OAKTREE CAPITAL MANAGEMENT LP C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001403528 Oaktree Capital Group, LLC C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001790787 Atlas OCM Holdings, LLC C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001403527 Oaktree Capital Group Holdings, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 Common Stock, par value $0.001 per share 119994467 D This Form 3 is being filed jointly by (each, a "Reporting Person" and, collectively, the "Reporting Persons") (i) Oaktree Power Opportunities Fund IV, L.P. (the "Main Fund"); (ii) Oaktree Power Opportunities Fund IV (Parallel), L.P. (the "Parallel Fund"); (iii) Oaktree ATI Investors, L.P. (the "Co-Invest Fund"); (iv) Oaktree Capital Management, L.P. ("OCM"); (v) Oaktree Capital Group, LLC ("OCG"); (vi) Atlas OCM Holdings LLC ("Atlas OCM"); (vii) Brookfield Asset Management, Inc. ("Brookfield"); and (viii) Oaktree Capital Group Holdings, L.P. ("OCGH LP"). The Main Fund, the Parallel Fund and the Co-Invest Fund are together the controlling member of ATI Investment Parent, LLC ("Parent"). We refer to the Main Fund, the Parallel Fund and the Co-Invest Fund, collectively, as the "Oaktree Funds." OCM is the investment manager of each of the Oaktree Funds. As a result, each of the Oaktree Funds and OCM may be deemed to have beneficial ownership of the shares owned by Parent. OCM's asset management business is indirectly controlled by OCG and Atlas OCM. As of March 31, 2020, approximately 61.8% of OCM's business is indirectly owned by Brookfield and the remaining approximately 38.2% is owned by current and former OCM executives and employees. Brookfield's ownership interest in OCM's business is held through OCG, Atlas OCM and other holding entities. (continued from footnote 2) The current and former OCM executives and employees hold their interests through a separate entity, OCGH LP. The board of directors of OCG and of Atlas OCM is currently comprised of: (i) five Oaktree senior executives, Howard S. Marks, Bruce A. Karsh, Jay S. Wintrob, John B Frank, and Sheldon M. Stone; (ii) three independent directors, Stephen J. Gilbert, D. Richard Masson, and Marna C. Whittington; and (iii) two Brookfield senior executives, Justin B. Beber and J. Bruce Flatt. Each of the Reporting Persons expressly disclaims beneficial ownership of the equity securities reported herein, except to the extent of their respective pecuniary interests therein, and the filing of this Form 3 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 3. The reporting persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. Exhibit 24: Power of Attorney Exhibit 99.1 Signatures /s/ Charlotte MacVane, as Attorney-in-Fact for ATI Investment Parent, LLC 2020-10-14 See Signatures Included in Exhibit 99.1 2020-10-14 EX-24 2 attachment1.htm EX-24 DOCUMENT

                               POWER OF ATTORNEY

      KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes, constitutes
and appoints Charlotte MacVane and Nipul Patel, signing singly, the
undersigned's true and lawful attorneys-in-fact, with full power and authority
as hereinafter described on behalf of and in the name, place and stead of the
undersigned to:

      (i)   execute for and on behalf of the undersigned, in the undersigned's
            capacity as a director, director nominee, officer or beneficial
            owner of shares of common stock (the "Shares") of Array
            Technologies, Inc., a Delaware corporation (the "Company"), any
            Schedule 13D or Schedule 13G, and any amendments, supplements or
            exhibits thereto (including any joint filing agreements) required to
            be filed by the undersigned under Section 13 of the Securities
            Exchange Act of 1934, as amended, and the rules and regulations
            promulgated thereunder (the "Exchange Act"), and any Forms 3, 4, and
            5 and any amendments, supplements or exhibits thereto required to be
            filed by the undersigned under Section 16(a) of the Exchange Act;

     (ii)   do and perform any and all acts for and on behalf of the undersigned
            which may be necessary or desirable to complete and execute any such
            Schedule 13D, Schedule 13G, Form 3, 4, or 5 and timely file such
            forms with the United States Securities and Exchange Commission and
            any stock exchange on which the Shares are then listed; and

     (iii)  take any other action of any type whatsoever in connection with the
            foregoing which, in the opinion of such attorneys-in-fact, may be
            of benefit to, in the best interest of, or legally required by, the
            undersigned, it being understood that the documents executed by such
            attorneys-in-fact on behalf of the undersigned pursuant to this
            Power of Attorney shall be in such form and shall contain such terms
            and conditions as such attorneys-in-fact may approve in such
            attorneys-in-fact's discretion.

      The undersigned hereby grants to such attorneys-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorneys-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company assuming, any
of the undersigned's responsibilities to comply with Section 13 and Section 16
of the Exchange Act.

      This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports or schedules under Section 13
or Section 16 of the Exchange Act with respect to the undersigned's holdings of
and transactions in securities issued by the Company, unless earlier revoked by
the undersigned in a signed writing delivered to the foregoing attorneys-in-
fact.

                                 *  *  *  *  *


      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 14th day of October, 2020.

                                 /s/ Jason Lee
                                 ----------------------
                                 Name: Jason Lee
                                 Title: Vice President and Assistant Secretary


EX-99.1 3 attachment2.htm EX-99.1 DOCUMENT
This Statement on Form 3 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: ATI Investment Parent, LLC

Date of Event Requiring Statement: October 14, 2020

Issuer Name and Ticker or Trading Symbol: ARRY


                            Oaktree Power Opportunities Fund IV, L.P.

                            By:    Oaktree Power Opportunities Fund IV GP, L.P.
                            Its:   General Partner

                            By:    Oaktree Fund GP, LLC
                            Its:   General Partner

                            By:    Oaktree Fund GP I, L.P.
                            Its:   Managing Member


                            By:    /s/ Henry Orren
                                   ----------------------------
                            Name:  Henry Orren
                            Title: Authorized Signatory


                            Oaktree Power Opportunities Fund IV (Parallel), L.P.

                            By:    Oaktree Power Opportunities Fund IV GP, L.P.
                            Its:   General Partner

                            By:    Oaktree Fund GP, LLC
                            Its:   General Partner

                            By:    Oaktree Fund GP I, L.P.
                            Its:   Managing Member


                            By:    /s/ Henry Orren
                                   ----------------------------
                            Name:  Henry Orren
                            Title: Authorized Signatory


                            Oaktree ATI Investors, L.P.

                            By:    Oaktree Power Opportunities Fund IV GP, L.P.
                            Its:   General Partner

                            By:    Oaktree Fund GP, LLC
                            Its:   General Partner

                            By:    Oaktree Fund GP I, L.P.
                            Its:   Managing Member


                            By:    /s/ Henry Orren
                                   ----------------------------
                            Name:  Henry Orren
                            Title: Authorized Signatory


                            Oaktree Capital Management, L.P.

                            By:    /s/ Henry Orren
                                   ----------------------------
                            Name:  Henry Orren
                            Title: Vice President


                            Oaktree Capital Group, LLC

                            By:    /s/ Henry Orren
                                   ----------------------------
                            Name:  Henry Orren
                            Title: Vice President


                            Atlas OCM Holdings, 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


                            Oaktree Capital Group Holdings, L.P.

                            By:    Oaktree Capital Group Holding GP, LLC
                            Its:   General Partner

                            By:    /s/ Henry Orren
                                   ----------------------------
                            Name:  Henry Orren
                            Title: Vice President