0000950142-14-001722.txt : 20140814 0000950142-14-001722.hdr.sgml : 20140814 20140814162918 ACCESSION NUMBER: 0000950142-14-001722 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140814 DATE AS OF CHANGE: 20140814 GROUP MEMBERS: OAKTREE AIF HOLDINGS INC. GROUP MEMBERS: OAKTREE AIF INVESTMENTS L.P. GROUP MEMBERS: OAKTREE CAPITAL GROUP HOLDINGS GP LLC GROUP MEMBERS: OAKTREE CAPITAL GROUP HOLDINGS L.P. GROUP MEMBERS: OAKTREE CAPITAL GROUP LLC GROUP MEMBERS: OAKTREE CAPITAL I L.P. GROUP MEMBERS: OAKTREE FUND GP I L.P. GROUP MEMBERS: OAKTREE FUND GP LLC GROUP MEMBERS: OAKTREE HOLDINGS LLC GROUP MEMBERS: OAKTREE TRIBUNE L.P. GROUP MEMBERS: OCM FIE LLC GROUP MEMBERS: OCM HOLDINGS I LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Tribune Publishing Co CENTRAL INDEX KEY: 0001593195 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 383919441 STATE OF INCORPORATION: DE FISCAL YEAR END: 1213 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-88284 FILM NUMBER: 141043349 BUSINESS ADDRESS: STREET 1: 435 NORTH MICHIGAN AVENUE CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 312 222 9100 MAIL ADDRESS: STREET 1: 435 NORTH MICHIGAN AVENUE CITY: CHICAGO STATE: IL ZIP: 60611 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Oaktree Capital Group, LLC CENTRAL INDEX KEY: 0001403528 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D 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 SC 13D 1 eh1400976_13d-tribune.htm SCHEDULE 13D eh1400976_13d-tribune.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D

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

Tribune Publishing Co
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
896082 104
(CUSIP Number)
 
Todd E. Molz
Managing Director and General Counsel
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)
 
August 4, 2014
(Date of Event which Requires Filing of this Statement)

 


 
 
 

 
 
CUSIP No. 896082 104
 
SCHEDULE 13D
Page 2 of 21
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Tribune, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO (See Item 3)
 
5
CHECK BOX 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
 
4,691,371 (1)
8
SHARED VOTING POWER
 
None
9
SOLE DISPOSITIVE POWER
 
4,691,371 (1)
10
SHARED DISPOSITIVE POWER
 
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,691,371 (1)
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
18.5% (2)
 
14
TYPE OF REPORTING PERSON
 
PN
 

_________________
(1) 
In its capacity as the direct owner of 4,691,371 shares of common stock, par value $0.01 per share (the “Common Shares”), of the Issuer.

(2)
Ownership percentages set forth in this Schedule 13D are based upon a total of 25,423,126 Common Shares issued and outstanding as of August 4, 2014, upon the closing of the spin-off, as derived from the information reported in the Issuer’s Information Statement filed as an exhibit to the Issuer’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on July 21, 2014. 
 
 
 
 

 
 
CUSIP No. 896082 104
 
SCHEDULE 13D
Page 3 of 21

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree AIF Investments, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
Not applicable
 
5
CHECK BOX 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
 
4,691,371 (1)
8
SHARED VOTING POWER
 
None
9
SOLE DISPOSITIVE POWER
 
4,691,371 (1)
10
SHARED DISPOSITIVE POWER
 
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,691,371 (1)
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
18.5%
 
14
TYPE OF REPORTING PERSON
 
PN
 

_________________
(1) 
Solely in its capacity as the general partner of Oaktree Tribune, L.P.
 
 
 
 

 
 
CUSIP No. 896082 104
 
SCHEDULE 13D
Page 4 of 21


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree AIF Holdings, Inc.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
Not applicable
 
5
CHECK BOX 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
 
4,691,371 (1)
8
SHARED VOTING POWER
 
None
9
SOLE DISPOSITIVE POWER
 
4,691,371 (1)
10
SHARED DISPOSITIVE POWER
 
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,691,371 (1)
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
18.5%
 
14
TYPE OF REPORTING PERSON
 
CO
 

_________________
(1) 
Solely in its capacity as the general partner of Oaktree AIF Investments, L.P.
 
 
 
 

 
 
CUSIP No. 896082 104
 
SCHEDULE 13D
Page 5 of 21


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Capital Group Holdings, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
Not applicable
 
5
CHECK BOX 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
 
4,691,371 (1)
8
SHARED VOTING POWER
 
None
9
SOLE DISPOSITIVE POWER
 
4,691,371 (1)
10
SHARED DISPOSITIVE POWER
 
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,691,371 (1)
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
18.5%
 
14
TYPE OF REPORTING PERSON
 
PN
 
 
_________________
(1) 
Solely in its capacity as the holder of all of the voting shares of Oaktree AIF Holdings, Inc.
 
 
 
 

 
 
CUSIP No. 896082 104
 
SCHEDULE 13D
Page 6 of 21


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
OCM FIE, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO (See Item 3)
 
5
CHECK BOX 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
 
4,576 (1)
8
SHARED VOTING POWER
 
None
9
SOLE DISPOSITIVE POWER
 
4,576 (1)
10
SHARED DISPOSITIVE POWER
 
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,576 (1)
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 0.1%
 
14
TYPE OF REPORTING PERSON
 
OO
 
 
_________________
(1) 
Solely in its capacity as the direct owner of 4,576 Common Shares.
 
 
 
 

 
 
CUSIP No. 896082 104
 
SCHEDULE 13D
Page 7 of 21


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Fund GP, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
Not applicable
 
5
CHECK BOX 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
 
4,576 (1)
8
SHARED VOTING POWER
 
None
9
SOLE DISPOSITIVE POWER
 
4,576 (1)
10
SHARED DISPOSITIVE POWER
 
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,576 (1)
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 0.1%
 
14
TYPE OF REPORTING PERSON
 
OO
 
 
_________________
(1) 
Solely in its capacity as the managing member of OCM FIE, LLC

 
 

 
 
CUSIP No. 896082 104
 
SCHEDULE 13D
Page 8 of 21


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Fund GP I, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
Not applicable
 
5
CHECK BOX 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
 
4,576 (1)
8
SHARED VOTING POWER
 
None
9
SOLE DISPOSITIVE POWER
 
4,576 (1)
10
SHARED DISPOSITIVE POWER
 
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,576 (1)
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 0.1%
 
14
TYPE OF REPORTING PERSON
 
PN
 
 
_________________
(1) 
Solely in its capacity as the managing member of Oaktree Fund GP, LLC.
 
 
 
 

 
 
CUSIP No. 896082 104
 
SCHEDULE 13D
Page 9 of 21


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Capital I, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
Not applicable
 
5
CHECK BOX 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
 
4,576 (1)
8
SHARED VOTING POWER
 
None
9
SOLE DISPOSITIVE POWER
 
4,576 (1)
10
SHARED DISPOSITIVE POWER
 
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,576 (1)
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 0.1%
 
14
TYPE OF REPORTING PERSON
 
PN
 

_________________
(1)
Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.
 
 
 
 

 
 
CUSIP No. 896082 104
 
SCHEDULE 13D
Page 10 of 21


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
OCM Holdings I, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
Not applicable
 
5
CHECK BOX 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
 
4,576 (1)
8
SHARED VOTING POWER
 
None
9
SOLE DISPOSITIVE POWER
 
4,576 (1)
10
SHARED DISPOSITIVE POWER
 
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,576 (1)
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 0.1%
 
14
TYPE OF REPORTING PERSON
 
OO
 

_________________
(1) 
Solely in its capacity as the general partner of Oaktree Capital I, L.P.

 
 

 
 
CUSIP No. 896082 104
 
SCHEDULE 13D
Page 11 of 21


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Holdings, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
Not applicable
 
5
CHECK BOX 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
 
4,576 (1)
8
SHARED VOTING POWER
 
None
9
SOLE DISPOSITIVE POWER
 
4,576 (1)
10
SHARED DISPOSITIVE POWER
 
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,576 (1)
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 0.1%
 
14
TYPE OF REPORTING PERSON
 
OO
 

_________________
(1) 
Solely in its capacity as the managing member of OCM Holdings I, LLC
 
 
 
 

 
 
CUSIP No. 896082 104
 
SCHEDULE 13D
Page 12 of 21


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Capital Group, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
Not applicable
 
5
CHECK BOX 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
 
4,576 (1)
8
SHARED VOTING POWER
 
None
9
SOLE DISPOSITIVE POWER
 
4,576 (1)
10
SHARED DISPOSITIVE POWER
 
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,576 (1)
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 0.1%
 
14
TYPE OF REPORTING PERSON
 
OO
 

_________________
(1)
Solely in its capacity as the managing member of OCM Holdings, LLC.
 
 
 
 
 

 
 
CUSIP No. 896082 104
 
SCHEDULE 13D
Page 13 of 21


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Capital Group Holdings GP, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
Not applicable
 
5
CHECK BOX 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
 
4,695,947 (1)
8
SHARED VOTING POWER
 
None
9
SOLE DISPOSITIVE POWER
 
4,695,947 (1)
10
SHARED DISPOSITIVE POWER
 
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,695,947 (1)
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
18.5%
 
14
TYPE OF REPORTING PERSON
 
OO
 

_________________
(1) 
Solely in its capacity as the general partner of Oaktree Capital Group Holdings, L.P. and the duly elected manager of Oaktree Capital Group, LLC.
 
 
 
 

 
 
CUSIP No. 896082 104
 
SCHEDULE 13D
Page 14 of 21
 
 
Item 1.
Security and Issuer.
 
This Schedule 13D (this “Schedule 13D”) relates to the common stock, par value $0.01 per share (the “Common Shares”), of Tribune Publishing Company, a Delaware corporation (the “Issuer”).  The address of the principal executive offices of the Issuer is 435 North Michigan Avenue, Chicago IL 60611.
 
As of August 4, 2014, as reflected in this Schedule 13D, the Reporting Persons (as hereinafter defined) beneficially owned that number of Common Shares (the “Subject Shares”) set forth on the cover pages hereto, which information is hereby incorporated by reference into this Item 1.
 
Item 2.
Identity and Background
 
(a)  – (c) & (f)
 
This Schedule 13D is filed jointly by each of the following persons (collectively, the “Reporting Persons”) pursuant to a joint filing agreement attached hereto as Exhibit 1:
 
 
(1) 
Oaktree Tribune, L.P., a Delaware limited partnership (“Oaktree Tribune”), whose principal business is to invest in and hold securities of the Issuer;
 
(2) 
Oaktree AIF Investments, L.P., a Delaware limited partnership (“AIF Investments”), whose principal business is to serve as, and perform the functions of, the general partner of certain holding companies;
 
(3) 
Oaktree AIF Holdings, Inc., a Delaware corporation (“AIF Holdings”), whose principal business is to serve as, and perform the functions of, the general partner of AIF Investments and to hold limited partnership interests in AIF Investments;
 
(4) 
Oaktree Capital Group Holdings, L.P. a Delaware limited partnership (“OCGH”), whose principal business is to act as a holding company of economic interests in various companies;
 
(5) 
OCM FIE, LLC, a Delaware limited liability company (“FIE”), whose principal business is to serve as, and perform the functions of, the general partner, manager or managing member of certain special purpose vehicles and to act as a holding company of economic interests in various issuers;
 
(6) 
Oaktree Fund GP, LLC, a Delaware limited liability company (“GP”), whose principal business is to serve as, and perform the functions of, the general partner, manager or managing member of certain investment funds and holding companies;
 
(7) 
Oaktree Fund GP I, L.P., a Delaware limited partnership (“GP I”), whose principal business is to (A) serve as, and perform the functions of, the general partner or the managing member of the general partner of certain investment funds and (B) act as the sole shareholder of certain controlling entities of certain investment funds;
 
(8) 
Oaktree Capital I, L.P., a Delaware limited partnership (“Capital I”), whose principal business is to serve as, and perform the functions of, the general partner of GP I;
 
(9) 
OCM Holdings I, LLC, a Delaware limited liability company (“Holdings I”), whose principal business is to serve as, and perform the functions of, the general partner of Capital I;
 
(10) 
Oaktree Holdings, LLC, a Delaware limited liability company (“Holdings”), whose principal business is to serve as, and perform the functions of, the managing member of Holdings I;
 
(11) 
Oaktree Capital Group, LLC, a Delaware limited liability company (“OCG”), whose principal business is to act as the holding company and controlling entity of each of the general partner and investment adviser of certain investment funds and separately managed accounts; and
 
(12)
Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (“OCGH GP”), whose principal business is to serve as, and perform the functions of, (A) the general partner of OCGH, and (B) the duly elected manager of OCG.
 
 
 
 
 
 

 

 
CUSIP No. 896082 104
 
SCHEDULE 13D
Page 15 of 21

 
Set forth in the attached Annex A is a listing of the directors, executive officers, members and general partners, as applicable, of each Reporting Person (collectively, the “Covered Persons”), and Annex A is hereby incorporated by reference into this Item 2. Each of the Covered Persons that is a natural person is a United States citizen.

The principal business address of each of the Reporting Persons and each Covered Person is c/o Oaktree Capital Group Holdings GP, LLC, 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071.

(d) and (e)

During the last five years, none of the Reporting Persons and, to the best of their knowledge, none of the Covered Persons: (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
Item 3.
Source and Amount of Funds or Other Consideration

On August 4, 2014, Oaktree Tribune and FIE, each holders of common stock and warrants of Tribune Media Company, received 0.25 Common Shares for each share of common stock or warrant of Tribune Media Company owned on the record date for the distribution by such entities in connection with the separation of the Issuer from Tribune Media Company (the “Distribution”).  No consideration was provided to Tribune Media Company in connection with the Distribution and no borrowed funds were used to acquire Subject Shares.
 
Item 4.
Purpose of Transaction
 
The Reporting Persons acquired the Subject Shares for investment purposes and for the purposes described below.

The descriptions of the Distribution contained in Item 3 above and the Registration Rights Agreement contained in Item 6 below are hereby incorporated by reference into this Item 4.

The Reporting Persons will continuously evaluate the Issuer’s businesses and prospects, alternative investment opportunities and all other factors deemed relevant in determining whether additional Common Shares will be acquired by the Reporting Persons or by other affiliated investment funds or accounts or whether the Reporting Persons or any such other affiliated investment funds or accounts will dispose of Common Shares. At any time, additional Common Shares may be acquired or some or all of the Common Shares beneficially owned by the Reporting Persons may be sold, in either case in the open market, in privately negotiated transactions or otherwise. Other than as described in this Schedule 13D, none of the Reporting Persons and, to the best of their knowledge, none of the Covered Persons has any current plans or proposals that relate to or would result in any of the matters described in Items 4(a)-(j) of Schedule 13D. However, as part of their ongoing evaluation of their investment in the Subject Shares and investment alternatives, the Reporting Persons may consider such matters in the future and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, the Reporting Persons may hold discussions with or make formal proposals to management or the Board, other shareholders of the Issuer or other third parties regarding such matters.
 
 
 
 
 

 
 
 
CUSIP No. 896082 104
 
SCHEDULE 13D
Page 16 of 21
 
 
Item 5.
Interest in Securities of the Issuer

(a) and (b)

The information contained on the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5.
 
Ownership percentages set forth in this Schedule 13D are based upon a total of 25,423,126 shares of common stock of the Issuer issued and outstanding as of August 4, 2014, upon the closing of the spin-off, as reported in the Issuer’s Information Statement filed as an exhibit to the Issuers Registration Statement on Form 10 filed with the Securities and Exchange Commission on July 21, 2014.
 
Oaktree Tribune directly holds 4,691,371 Common Shares, representing approximately 18.5% of the issued and outstanding Common Shares, and has the sole power to vote and dispose of such Common Shares.
 
AIF Investments, in its capacity as the general partner of Oaktree Tribune, has the ability to direct the management of Oaktree Tribune’s business, including the power to vote and dispose of securities held by Oaktree Tribune; therefore, AIF Investments may be deemed to beneficially own Oaktree Tribune’s Subject Shares.
 
AIF Holdings, in its capacity as the general partner of AIF Investments, has the ability to direct the management of AIF Investments’s business, including the power to direct the decisions of AIF Investments regarding the voting and disposition of securities held by Oaktree Tribune; therefore, AIF Holdings may be deemed to have indirect beneficial ownership of Oaktree Tribune’s Subject Shares.
 
OCGH, in its capacity of the holder of all of the voting shares of AIF Holdings, has the ability to appoint and remove the directors and direct the management of the business of AIF Holdings.  As such, OCGH has the power to direct the decisions of AIF Holdings regarding the voting and disposition of securities held by Oaktree Tribune; therefore, OCGH may be deemed to have indirect beneficial ownership of Oaktree Tribune’s Subject Shares.
 
FIE directly holds 4,576 Common Shares, representing less than 0.1% of the issued and outstanding Common Shares, and has the sole power to vote and dispose of such Common Shares.
 
GP, in its capacity as the general partner of FIE, has the ability to direct the management of FIE's business, including the power to direct the decisions of FIE regarding the voting and disposition of securities held by FIE; therefore, GP may be deemed to beneficially own FIE’s Subject Shares.
 
GP I, in its capacity as the managing member of GP, has the ability to direct the management of GP’s business, including the power to vote and dispose of securities held by FIE; therefore GP I may be deemed to have indirect beneficial ownership of FIE’s Subject Shares.
 
Capital I, in its capacity as the general partner of GP I, has the ability to direct the management of GP I’s business, including the power to vote and dispose of securities held by FIE; therefore Capital I may be deemed to have indirect beneficial ownership of FIE’s Subject Shares.
 
 
 
 
 
 

 
 
 
CUSIP No. 896082 104
 
SCHEDULE 13D
Page 17 of 21
 
 
Holdings I, in its capacity as the general partner of Capital I, has the ability to direct the management of Capital I’s business, including the power to direct the decisions of Capital I regarding the voting and disposition of securities held by FIE; therefore Holdings I may be deemed to have indirect beneficial ownership of FIE’s Subject Shares.
 
Holdings, in its capacity as the managing member of Holdings I, has the ability to direct the management of Holdings I’s business, including the power to direct the decisions of Holdings I regarding the voting and disposition of securities held by FIE; therefore Holdings may be deemed to have indirect beneficial ownership of FIE’s Subject Shares.
 
OCG, in its capacity as managing member of Holdings, has the ability to direct the management of Holdings’s business, including the power to direct the decisions of Holdings regarding the voting and disposition of securities held by FIE; therefore OCG may be deemed to have indirect beneficial ownership of FIE’s Subject Shares.
 
OCGH GP, (i) in its capacity as the duly elected manager of OCG, has the ability to appoint and remove directors of OCG and, as such, may indirectly control the decisions of OCG regarding the voting and disposition of securities held by FIE; and, (ii) in its capacity as the general partner of OCGH, has the ability to direct the management of OCGH’s business, including the power to direct the decisions of OCGH regarding the voting and disposition of securities held by Oaktree Tribune.  Therefore OCGH GP may be deemed to have indirect beneficial ownership of the Subject Shares owned directly by Oaktree Tribune and FIE, respectively.

(c)
 
Except for the transactions described herein, there have been no other transactions in the securities of the Issuer effected by any Reporting Person within the last 60 days.

(d) and (e)
 
Not applicable.
 
Item 6.
Interest in Securities of the Issuer

The description of the Distribution contained in Item 3 above is hereby incorporated by reference into this Item 6.

In connection with the Distribution, on August 4, 2014, the Issuer, Oaktree Tribune, entities affiliated with JPMorgan Chase Bank, N.A. (the “JPMorgan Entities”) and investment funds managed by Angelo, Gordon & Co., L.P. (the “Angelo Gordon Funds”, and together with the Oaktree Funds and the JPMorgan Entities, the “Stockholders”) entered into a registration rights agreement (the “Registration Rights Agreement”), which granted the Stockholders specified demand and piggyback registration rights with respect to the Issuer’s securities. Under the Registration Rights Agreement, the Issuer is required to use reasonable best efforts to effect the registration under the Securities Act of 1933, as amended (the “Securities Act”), of its Common Stock as requested by the Stockholders, at the Issuer’s expense. In addition, if the Issuer determines to register its Common Stock under the Securities Act, such holders will have the right to require the Issuer to use its reasonable best efforts, subject to certain limitations, to include in its registration statement shares of its Common Stock held by them. The Registration Rights Agreement also provides that the Issuer shall indemnify certain of its stockholders in connection with any registration of Common Shares held by such stockholders.

This foregoing summary of the Registration Rights Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Registration Rights Agreement, which is included as Exhibit 2 and incorporated herein by reference.
 
 
 
 

 
 
 
CUSIP No. 896082 104
 
SCHEDULE 13D
Page 18 of 21
 
 
Item 7.
Material to be filed as Exhibits

The following are filed herewith as Exhibits to this Schedule 13D:

   
Exhibit 2
Registration Rights Agreement, between Tribune Publishing Company and the Stockholders party thereto, dated as of August 4, 2014 (incorporated by reference to Exhibit 10.4 to the Issuer’s Form 8-K filed with the Securities and Exchange Commission on August 7, 2014).
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
CUSIP No. 896082 104
 
SCHEDULE 13D
Page 19 of 21
 

SIGNATURE
 
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct.
 
Dated as of August 14, 2014
 
 
OAKTREE TRIBUNE, L.P.  
     
By:  Oaktree AIF Investments, L.P.   
Its: General Partner  
     
By:   
/s/ Jordan Mikes   
Name:   
Jordan Mikes   
Title:   
Assistant Vice President   
     
By:   
/s/ Brian D. Beck   
Name:   
Brian D. Beck   
Title:   
Managing Director   
 
OAKTREE AIF INVESTMENTS, L.P.
 
     
By:   
/s/ Jordan Mikes   
Name:   
Jordan Mikes   
Title:   
Assistant Vice President    
     
By:   
/s/ Brian D. Beck   
Name:   
Brian D. Beck   
Title:   
Managing Director   
 
 
OAKTREE AIF HOLDINGS, INC.
 
     
By:   
/s/ Jordan Mikes   
Name:   
Jordan Mikes   
Title:   
Assistant Vice President    
     
By:   
/s/ Brian D. Beck   
Name:   
Brian D. Beck   
Title:   
Managing Director   
 
 
OAKTREE CAPITAL GROUP HOLDINGS, L.P.
 
     
By:  Oaktree Capital Group Holdings GP, LLC   
Its:  General Partner   
     
By:   
/s/ Jordan Mikes   
Name:   
Jordan Mikes   
Title:   
Assistant Vice President    
     
By:   
/s/ Brian D. Beck  
Name:   
Brian D. Beck   
Title:   
Managing Director   
 
 
 
 

 
 
 
CUSIP No. 896082 104
 
SCHEDULE 13D
Page 20 of 21
 
 
OCM FIE, LLC
 
     
By:   
/s/ Jordan Mikes   
Name:   
Jordan Mikes   
Title:   
Authorized Signatory   
     
By:   
/s/ Brian D. Beck   
Name:   
Brian D. Beck   
Title:   
Authorized Signatory   
 
 
OAKTREE FUND GP, LLC
 
     
By:  Oaktree Fund GP I, L.P.  
Its:  Managing Member  
     
By:   
/s/ Jordan Mikes   
Name:   
Jordan Mikes   
Title:   
Authorized Signatory   
     
By:   
/s/ Brian D. Beck   
Name:   
Brian D. Beck   
Title:   
Authorized Signatory   
 
 
OAKTREE FUND GP I, L.P.
 
     
By:   
/s/ Jordan Mikes   
Name:   
Jordan Mikes   
Title:   
Authorized Signatory   
     
By:   
/s/ Brian D. Beck   
Name:   
Brian D. Beck   
Title:   
Authorized Signatory   
 
 
OAKTREE CAPITAL I, L.P.
 
     
By:   
/s/ Jordan Mikes   
Name:   
Jordan Mikes   
Title:   
Assistant Vice President   
     
By:   
/s/ Brian D. Beck   
Name:   
Brian D. Beck   
Title:   
Managing Director   
 
 
 
 
 

 
 
 
CUSIP No. 896082 104
 
SCHEDULE 13D
Page 21 of 21
 
 
OCM HOLDINGS I, LLC
 
     
By:   
/s/ Jordan Mikes   
Name:   
Jordan Mikes   
Title:   
Assistant Vice President   
     
By:   
/s/ Brian D. Beck   
Name:   
Brian D. Beck   
Title:   
Managing Director   
 
 
OAKTREE HOLDINGS, LLC
 
     
By:   
/s/ Jordan Mikes   
Name:   
Jordan Mikes   
Title:   
Assistant Vice President   
     
By:   
/s/ Brian D. Beck   
Name:   
Brian D. Beck   
Title:   
Managing Director   
 
 
OAKTREE CAPITAL GROUP, LLC
 
     
By:   
/s/ Jordan Mikes   
Name:   
Jordan Mikes   
Title:   
Assistant Vice President   
     
By:   
/s/ Brian D. Beck   
Name:   
Brian D. Beck   
Title:   
Managing Director   
 
 
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
 
     
By:   
/s/ Jordan Mikes   
Name:   
Jordan Mikes   
Title:   
Assistant Vice President   
     
By:   
/s/ Brian D. Beck   
Name:   
Brian D. Beck   
Title:   
Managing Director   
 

 
 

 
 
 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
 
Chairman of the Board of Oaktree Capital Group, LLC and Chairman of Oaktree Capital Management, L.P.
     
Bruce A. Karsh
 
President and Director of Oaktree Capital Group, LLC and President of Oaktree Capital Management, L.P.
     
John B. Frank
 
Managing Principal and Director of Oaktree Capital Group, LLC and Managing Principal of Oaktree Capital Management, L.P.
     
David M. Kirchheimer
 
Chief Financial Officer, Chief Administrative Officer, Principal and Director of Oaktree Capital Group, LLC and Chief Financial Officer, Chief Administrative 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.
     
Larry W. Keele
 
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
 
Chairman of the Board of Oaktree Capital Group, LLC and Chairman of Oaktree Capital Management, L.P.
     
Bruce A. Karsh
 
President and Director of Oaktree Capital Group, LLC and President of Oaktree Capital Management, L.P.
 
 
 
 
 
 

 
 
John B. Frank
 
Managing Principal and Director of Oaktree Capital Group, LLC and Managing Principal of Oaktree Capital Management, L.P.
     
David M. Kirchheimer
 
Chief Financial Officer, Chief Administrative Officer, Principal and Director of Oaktree Capital Group, LLC and Chief Financial Officer, Chief Administrative 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.
     
Larry W. Keele
 
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.
     
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
     
Jay S. Wintrob
 
President and Chief Executive Officer of AIG Life and Retirement, the U.S. based life and retirement services businesses of American International Group, Inc.
     
Marna C. Whittington
 
Retired
     
Todd E. Molz
 
General Counsel and Managing Director of Oaktree Capital Group, LLC and General Counsel 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.
     
B. James Ford
 
Managing Director of Oaktree Capital Management, L.P.
     
Scott L. Graves
 
Managing Director of Oaktree Capital Management, L.P.
     
Caleb S. Kramer
 
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 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 Marks
 
Chairman
Bruce Karsh
 
President
John Frank
 
Managing Principal
David Kirchheimer
 
Chief Financial Officer and Chief Administrative Officer
Todd Molz
 
Managing Director, General Counsel and Secretary
Susan Gentile
 
Managing Director and Chief Accounting Officer
John Edwards
 
Managing Director and Treasurer
Richard Ting
 
Managing Director, Associate General Counsel and Assistant Secretary
Lisa Arakaki
 
Managing Director
Brian Beck
 
Managing Director
Martin Boskovich
 
Managing Director
Jay Ghiya
 
Managing Director
Cary Kleinman
 
Managing Director
Emily Stephens
 
Managing Director
Jeffrey Joseph
 
Vice President
Philip McDermott
 
Assistant Vice President
Jordan Mikes
 
Assistant Vice President

 
Oaktree AIF Investments, L.P.
 
Oaktree AIF Holdings, Inc. is the general partner of Oaktree AIF Investments, L.P.
 
Oaktree Tribune, L.P.
 
Oaktree AIF Investments, L.P. is the general partner of Oaktree Tribune, L.P.
 
OCM FIE, LLC
 
The managing member of OCM FIE, LLC is Oaktree Fund GP, LLC .
 
 

EX-99.1 2 eh1400976_ex9901.htm EXHIBIT 1 eh1400976_ex9901.htm
EXHIBIT 1
 
JOINT FILING AGREEMENT

Pursuant to Rule 13(d)-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 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.

Dated as of August 14, 2014

[Signature Page Follows]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of the date first set forth above.
 
 
OAKTREE TRIBUNE, L.P.  
     
By:  Oaktree AIF Investments, L.P.   
Its: General Partner  
     
By:   
/s/ Jordan Mikes   
Name:   
Jordan Mikes   
Title:   
Assistant Vice President   
     
By:   
/s/ Brian D. Beck   
Name:   
Brian D. Beck   
Title:   
Managing Director   
 
OAKTREE AIF INVESTMENTS, L.P.
 
     
By:   
/s/ Jordan Mikes   
Name:   
Jordan Mikes   
Title:   
Assistant Vice President   
     
By:   
/s/ Brian D. Beck   
Name:   
Brian D. Beck   
Title:   
Managing Director   
 
 
OAKTREE AIF HOLDINGS, INC.
 
     
By:   
/s/ Jordan Mikes   
Name:   
Jordan Mikes   
Title:   
Assistant Vice President   
     
By:   
/s/ Brian D. Beck   
Name:   
Brian D. Beck   
Title:   
Managing Director   
 
 
OAKTREE CAPITAL GROUP HOLDINGS, L.P.
 
     
By:  Oaktree Capital Group Holdings GP, LLC   
Its:  General Partner   
     
By:   
/s/ Jordan Mikes   
Name:   
Jordan Mikes   
Title:   
Assistant Vice President   
     
By:   
/s/ Brian D. Beck  
Name:   
Brian D. Beck   
Title:   
Managing Director   
 
 
 
 

 
 
 
OCM FIE, LLC
 
     
By:   
/s/ Jordan Mikes   
Name:   
Jordan Mikes   
Title:   
Authorized Signatory   
     
By:   
/s/ Brian D. Beck   
Name:   
Brian D. Beck   
Title:   
Authorized Signatory   
 
 
OAKTREE FUND GP, LLC
 
     
By:  Oaktree Fund GP I, L.P.  
Its:  General Partner  
     
By:   
/s/ Jordan Mikes   
Name:   
Jordan Mikes   
Title:   
Authorized Signatory   
     
By:   
/s/ Brian D. Beck   
Name:   
Brian D. Beck   
Title:   
Authorized Signatory   
 
 
OAKTREE FUND GP I, L.P.
 
     
By:   
/s/ Jordan Mikes   
Name:   
Jordan Mikes   
Title:   
Authorized Signatory   
     
By:   
/s/ Brian D. Beck   
Name:   
Brian D. Beck   
Title:   
Authorized Signatory   
 
 
OAKTREE CAPITAL I, L.P.
 
     
By:   
/s/ Jordan Mikes   
Name:   
Jordan Mikes   
Title:   
Assistant Vice President  
     
By:   
/s/ Brian D. Beck  
Name:   
Brian D. Beck   
Title:   
Managing Director  
 
 
 
 
 

 
 
 
OCM HOLDINGS I, LLC
 
     
By:   
/s/ Jordan Mikes   
Name:   
Jordan Mikes   
Title:   
Assistant Vice President   
     
By:   
/s/ Brian D. Beck   
Name:   
Brian D. Beck   
Title:   
Managing Director   
 
 
OAKTREE HOLDINGS, LLC
 
     
By:   
/s/ Jordan Mikes   
Name:   
Jordan Mikes   
Title:   
Assistant Vice President   
     
By:   
/s/ Brian D. Beck   
Name:   
Brian D. Beck   
Title:   
Managing Director   
 
 
OAKTREE CAPITAL GROUP, LLC
 
     
By:   
/s/ Jordan Mikes   
Name:   
Jordan Mikes   
Title:   
Assistant Vice President   
     
By:   
/s/ Brian D. Beck   
Name:   
Brian D. Beck   
Title:   
Managing Director   
 
 
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
 
     
By:   
/s/ Jordan Mikes   
Name:   
Jordan Mikes   
Title:   
Assistant Vice President   
     
By:   
/s/ Brian D. Beck   
Name:   
Brian D. Beck   
Title:   
Managing Director