0001104659-17-053697.txt : 20170825 0001104659-17-053697.hdr.sgml : 20170825 20170825170649 ACCESSION NUMBER: 0001104659-17-053697 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170825 DATE AS OF CHANGE: 20170825 GROUP MEMBERS: INVESTIN PRO RED HOLDINGS, LLC GROUP MEMBERS: OAKTREE CAPITAL GROUP, LLC GROUP MEMBERS: OAKTREE CAPITAL II, L.P. GROUP MEMBERS: OAKTREE CAPITAL MANAGEMENT, L.P. GROUP MEMBERS: OAKTREE FUND GP II, L.P. GROUP MEMBERS: OAKTREE FUND GP IIA, LLC GROUP MEMBERS: OAKTREE HOLDINGS, INC. GROUP MEMBERS: OAKTREE REAL ESTATE DEBT HOLDINGS LTD. GROUP MEMBERS: OAKTREE TSE-16 REAL ESTATE DEBT, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Resource Capital Corp. CENTRAL INDEX KEY: 0001332551 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 202287134 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81623 FILM NUMBER: 171052636 BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-506-3870 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Oaktree Capital Group Holdings GP, LLC CENTRAL INDEX KEY: 0001403525 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G 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 13G 1 a17-20963_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

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

 

Resource Capital Corp.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

76120W708

(CUSIP Number)

August 16, 2017

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed.

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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. 76120W708

SCHEDULE 13G

Page 2 of 15

 

 

1

Name of Reporting Person or
I.R.S. Identification No. of Above Person

 

Oaktree Real Estate Debt Holdings Ltd.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
1,286,307 (1)

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
1,286,307 (1)

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,286,307 (1)

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
3.9% (2)

 

 

12

Type of Reporting Person
OO

 

(1)

Represents the number of shares of common stock, par value $0.001 per share (the “Shares”) of the Issuer that is issuable upon conversion of $16,439,000 principal amount of the Issuer’s 4.50% Convertible Senior Notes due 2022 (the “Notes”) held by the Reporting Person, at the initial conversion rate for the Notes of 78.2473 Shares per $1,000 principal amount of Notes.  

(2)

All calculations of percentage ownership in this Schedule 13G are based on an aggregate of 33,122,250 Shares outstanding comprised of (i) 31,388,212 Shares outstanding as of August 4, 2017, as reported by the Issuer on its Quarterly Report on Form 10-Q filed with the United States Securities Exchange Commission (the “SEC”) on August 8, 2017 (the “Form 10-Q”) and (ii) 1,734,038 Shares issuable upon conversion of all of the Notes held by the Reporting Persons at the initial conversion rate for such Notes.

 


 

CUSIP No. 76120W708

SCHEDULE 13G

Page 3 of 15

 

 

1

Name of Reporting Person or
I.R.S. Identification No. of Above Person

 

Investin Pro RED Holdings, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
248,592 (1)

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
248,592 (1)

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
248,592 (1)

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
0.8%

 

 

12

Type of Reporting Person
OO

 

(1)

Represents the number of Shares of the Issuer that is issuable upon conversion of $3,177,000 principal amount of the Notes held by the Reporting Person, at the initial conversion rate for the Notes of 78.2473 Shares per $1,000 principal amount of Notes.

 


 

CUSIP No. 76120W708

SCHEDULE 13G

Page 4 of 15

 

 

1

Name of Reporting Person or
I.R.S. Identification No. of Above Person

 

Oaktree Capital Management, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
1,534,899 (1)

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
1,534,899 (1)

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,534,899 (1)

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
4.6% (2)

 

 

12

Type of Reporting Person
PN

 

(1)

Solely in its capacity as the director of Oaktree Real Estate Debt Holdings, Ltd. and as the manager of Investin Pro RED Holdings, LLC.

 


 

CUSIP No. 76120W708

SCHEDULE 13G

Page 5 of 15

 

 

1

Name of Reporting Person or
I.R.S. Identification No. of Above Person

 

Oaktree TSE-16 Real Estate Debt, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
199,139 (1)

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
199,139 (1)

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
199,139 (1)

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
0.6% (2)

 

 

12

Type of Reporting Person
OO

 

(1)

Represents the number of Shares of the Issuer that is issuable upon conversion of $2,545,000 principal amount of the Notes held by the Reporting Person, at the initial conversion rate for the Notes of 78.2473 Shares per $1,000 principal amount of Notes.

 


 

CUSIP No. 76120W708

SCHEDULE 13G

Page 6 of 15

 

 

1

Name of Reporting Person or
I.R.S. Identification No. of Above Person

 

Oaktree Fund GP IIA, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
199,139 (1)

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
199,139 (1)

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
199,139 (1)

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
0.6% (2)

 

 

12

Type of Reporting Person
OO

 

(1)

Solely in its capacity as the manager of Oaktree TSE-16 Real Estate Debt, LLC.

 


 

CUSIP No. 76120W708

SCHEDULE 13G

Page 7 of 15

 

 

1

Name of Reporting Person or
I.R.S. Identification No. of Above Person

 

Oaktree Fund GP II, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
199,139 (1)

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
199,139 (1)

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
199,139 (1)

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
0.6% (2)

 

 

12

Type of Reporting Person
PN

 

(1)

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

 


 

CUSIP No. 76120W708

SCHEDULE 13G

Page 8 of 15

 

 

1

Name of Reporting Person or
I.R.S. Identification No. of Above Person

 

Oaktree Capital II, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
199,139 (1)

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
199,139 (1)

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
199,139 (1)

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
0.6% (2)

 

 

12

Type of Reporting Person
PN

 

(1)

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

 


 

CUSIP No. 76120W708

SCHEDULE 13G

Page 9 of 15

 

 

1

Name of Reporting Person or
I.R.S. Identification No. of Above Person

 

Oaktree Holdings, Inc.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
1,734,038 (1)

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
1,734,038 (1)

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,734,038 (1)

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
5.2% (2)

 

 

12

Type of Reporting Person
CO

 

(1)

Solely in its capacity as the general partner of Oaktree Capital Management, L.P. and the general partner of Oaktree Capital II, L.P.

 


 

CUSIP No. 76120W708

SCHEDULE 13G

Page 10 of 15

 

 

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

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
1,734,038 (1)

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
1,734,038 (1)

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,734,038 (1)

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
5.2% (2)

 

 

12

Type of Reporting Person
OO

 

(1)

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

 


 

CUSIP No. 76120W708

SCHEDULE 13G

Page 11 of 15

 

 

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

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
1,734,038 (1)

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
1,734,038 (1)

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,734,038 (1)

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
5.2% (2)

 

 

12

Type of Reporting Person
OO

 

(1)

Solely in its capacity as the duly elected manager of Oaktree Capital Group, LLC.

 


 

CUSIP No. 76120W708

SCHEDULE 13G

Page 12 of 15

 

Item 1.

(a)

Name of Issuer:

 

Resource Capital Corp.

 

(b)

Address of Issuer’s Principal Executive Offices:

 

712 Fifth Avenue, 12th Floor, New York, NY 10019

 

Item 2.

(a)-(c)

Name of Person Filing; Address of Principal Business Office; and Citizenship

This Schedule 13G 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 Real Estate Debt Holdings, Ltd., a Cayman Islands exempted company, in its capacity as the direct holder of $16,439,000 principal amount of Notes, which is convertible into 1,286,307 Shares at the initial conversion rate for the Notes of 78.2473 Shares per $1,000 principal amount of Notes.

 

(2)              Investin Pro RED Holdings, LLC, a Delaware limited liability company, in its capacity as the direct holder of $3,177,000 principal amount of Notes, which is convertible into 248,592 Shares at the initial conversion rate for the Notes of 78.2473 Shares per $1,000 principal amount of Notes.

 

(3)              Oaktree Capital Management, L.P., a Delaware limited partnership, in its capacity as the director of Oaktree Real Estate Debt Holdings, Ltd. and the manager of Investin Pro RED Holdings, LLC.

 

(4)              Oaktree TSE-16 Real Estate Debt, LLC, a Delaware limited liability company, in its capacity as the direct holder of $2,545,000 principal amount of Notes, which is convertible into 199,139 Shares at the initial conversion rate for the Notes of 78.2473 Shares per $1,000 principal amount of Notes.

 

(5)              Oaktree Fund GP IIA, LLC, a Delaware limited liability company, in its capacity as the manager of Oaktree TSE-16 Real Estate Debt, LLC.

 

(6)              Oaktree Fund GP II, L.P., a Delaware limited partnership, in its capacity as the managing member of Oaktree Fund GP IIA, LLC.

 

(7)              Oaktree Capital II, L.P., a Delaware limited partnership, in its capacity as the general partner of Oaktree Fund GP II, L.P.

 

(8)              Oaktree Holdings, Inc., a Delaware corporation, in its capacity as the general partner of Oaktree Capital Management, L.P. and the general partner of Oaktree Capital II, L.P.

 

(9)              Oaktree Capital Group, LLC, a Delaware limited liability company, in its capacity as the sole shareholder of Oaktree Holdings, Inc.

 

(10)       Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company, in its capacity as the duly elected manager of Oaktree Capital Group, LLC.

 

The principal business address of each of the Reporting Persons is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071.

 

(d)

Title of Class of Securities:

 

Common Stock, $0.001 par value per share (the “Shares”)

 

(e)

CUSIP Number:

 

76120W708

 


 

CUSIP No. 76120W708

SCHEDULE 13G

Page 13 of 15

 

ITEM 3.              If this statement is filed pursuant to SS.240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

 

Item 4.                       Ownership

 

The responses of the Reporting Persons to Rows 5-9 and 11 in each of their respective cover pages to this Schedule 13G are incorporated herein by reference.

 

Oaktree Real Estate Debt Holdings, Ltd. holds $16,439,000 principal amount of Notes, which is convertible into 1,286,307 Shares at the initial conversion rate for the Notes of 78.2473 Shares per $1,000 principal amount of Notes (representing approximately 3.9% of outstanding Shares).

 

Investin Pro RED Holdings, LLC holds $3,177,000 principal amount of Notes, which is convertible into 248,592 Shares at the initial conversion rate for the Notes of 78.2473 Shares per $1,000 principal amount of Notes (representing approximately 0.8% of outstanding Shares).

 

Oaktree Capital Management, L.P., in its capacity as the director of Oaktree Real Estate Debt Holdings, Ltd. and the manager of Investin Pro RED Holdings, LLC, has the ability to direct the management of the business of Oaktree Real Estate Debt Holdings, Ltd. and Investin Pro RED Holdings, LLC, respectively, including the power to vote and dispose of securities held by them; therefore, Oaktree Capital Management, L.P. may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree Real Estate Debt Holdings, Ltd. and Investin Pro RED Holdings, LLC.

 

Oaktree TSE-16 Real Estate Debt, LLC holds $2,545,000 principal amount of Notes, which is convertible into 199,139 Shares at the initial conversion rate for the Notes of 78.2473 Shares per $1,000 principal amount of Notes (representing approximately 0.6% of outstanding Shares).

 

Oaktree Fund GP IIA, LLC, in its capacity as the manager of Oaktree TSE-16 Real Estate Debt, LLC, has the ability to direct the management of the business of Oaktree TSE-16 Real Estate Debt, LLC, including the power to vote and dispose of securities held by it; therefore, Oaktree Fund GP IIA, LLC may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree TSE-16 Real Estate Debt, LLC.

 

Oaktree Fund GP II, L.P., in its capacity as the managing member of Oaktree Fund GP IIA, LLC, has the ability to direct the management of the business of Oaktree Fund GP IIA, LLC, including with regard to the voting and disposition of securities held by Oaktree TSE-16 Real Estate Debt, LLC; therefore, Oaktree Fund GP II, L.P. may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree TSE-16 Real Estate Debt, LLC.

 

Oaktree Capital II, L.P., in its capacity as the general partner of Oaktree Fund GP II, L.P., has the ability to direct the business of Oaktree Fund GP II, L.P., including with regard to the voting and disposition of securities held by Oaktree TSE-16 Real Estate Debt, LLC; therefore, Oaktree Capital II, L.P. may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree TSE-16 Real Estate Debt, LLC.

 

Oaktree Holdings, Inc., in its capacity as the general partner of Oaktree Capital Management, L.P. and the general Partner of Oaktree Capital II, L.P., has the ability to direct the management of the business of Oaktree Capital Management, L.P. and Oaktree Capital II, L.P., respectively, in each case, including with regard to the voting and disposition of securities held by Oaktree Real Estate Debt Holdings, Ltd., Investin Pro RED Holdings, LLC and Oaktree TSE-16 Real Estate Debt, LLC; therefore, Oaktree Holdings, Inc. may be deemed to beneficially

 


 

CUSIP No. 76120W708

SCHEDULE 13G

Page 14 of 15

 

own the Shares issuable upon conversion of the Notes held by Oaktree Real Estate Debt Holdings, Ltd., Investin Pro RED Holdings, LLC and Oaktree TSE-16 Real Estate Debt, LLC.

 

Oaktree Capital Group, LLC, in its capacity as the sole shareholder of Oaktree Holdings, Inc., has the ability to direct the management of the business of Oaktree Holdings, Inc., including with regard to the voting and disposition of securities held by Oaktree Real Estate Debt Holdings, Ltd., Investin Pro RED Holdings, LLC and Oaktree TSE-16 Real Estate Debt, LLC; therefore, Oaktree Capital Group, LLC may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree Real Estate Debt Holdings, Ltd., Investin Pro RED Holdings, LLC and Oaktree TSE-16 Real Estate Debt, LLC.

 

Oaktree Capital Group Holdings GP, LLC as the duly elected manager of Oaktree Capital Group, LLC, has the ability to direct the management and business of Oaktree Capital Group, LLC, including with regard to the voting and disposition of securities held by Oaktree Real Estate Debt Holdings, Ltd., Investin Pro RED Holdings, LLC and Oaktree TSE-16 Real Estate Debt, LLC; therefore, Oaktree Capital Group Holdings GP, LLC may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree Real Estate Debt Holdings, Ltd., Investin Pro RED Holdings, LLC and Oaktree TSE-16 Real Estate Debt, LLC.

 

All calculations of percentage ownership in this Schedule 13G are based on an aggregate of 33,122,250 Shares outstanding comprised of (i) 31,388,212 Shares outstanding as of August 4, 2017, as reported by the Issuer on its Form 10-Q and (ii) 1,734,038 Shares issuable upon conversion of all of the Notes held by the Reporting Persons at the initial conversion rate for such Notes.

 

Pursuant to Rule 13d-4 of the Exchange Act, the Reporting Persons declare that filing this Statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement except to the extent of such person’s pecuniary interest in the Shares, and except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person.

 

ITEM 5.              Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

 

ITEM 6.              Ownership of More than Five Percent on Behalf of Another Person.

 

Not Applicable.

 

ITEM 7.              Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not Applicable.

 

ITEM 8.              Identification and Classification of Members of the Group.

 

Not applicable.

 

ITEM 9.              Notice of Dissolution of Group.

 

Not applicable.

 


 

CUSIP No. 76120W708

SCHEDULE 13G

Page 15 of 15

 

ITEM 10.       Certifications.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 


 

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.

 

Dated:  August 25, 2017

 

 

OAKTREE REAL ESTATE DEBT HOLDINGS, LTD.

 

 

 

By:

Oaktree Capital Management, L.P.

 

Its:

Director

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Vice President

 

 

 

 

 

INVESTIN PRO RED HOLDINGS, LLC

 

 

 

By:

Oaktree Capital Management, L.P.

 

Its:

Manager

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Vice President

 

 

 

 

 

 

 

OAKTREE CAPITAL MANAGEMENT, L.P.

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Vice President

 

 

 

 

 

 

OAKTREE TSE-16 REAL ESTATE DEBT, LLC

 

 

 

By:

Oaktree Fund GP IIA, LLC

 

Its:

Manager

 

 

 

 

By:

Oaktree Fund GP II, L.P.

 

Its:

Manager

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Authorized Signatory

 

16


 

 

OAKTREE FUND GP IIA, LLC

 

 

 

By:

Oaktree Fund GP II, L.P.

 

Its:

Managing Member

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

OAKTREE FUND GP II, L.P.

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

OAKTREE CAPITAL II, L.P.

 

 

 

 

By:

Oaktree Holdings, Inc.

 

Its:

General Partner

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Vice President

 

 

 

 

 

 

 

OAKTREE HOLDINGS, INC.

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Vice President

 

 

 

 

 

 

 

OAKTREE CAPITAL GROUP, LLC

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Vice President

 

 

 

 

 

 

 

OAKTREE CAPITAL GROUP HOLDINGS GP, LLC

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Vice President

 

17


 

Exhibit Index

 

Exhibit 1.

Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (attached hereto).

 

18

 EX-99.1 2 a17-20963_1ex99d1.htm EX-99.1

EXHIBIT 1

 

JOINT FILING AGREEMENT

 

Pursuant to Rule 13d-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 this Schedule 13G is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13G 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:  August 25, 2017

 

 

OAKTREE REAL ESTATE DEBT HOLDINGS, LTD.

 

 

 

By:

Oaktree Capital Management, L.P.

 

Its:

Director

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Vice President

 

 

 

 

 

INVESTIN PRO RED HOLDINGS, LLC

 

 

 

By:

Oaktree Capital Management, L.P.

 

Its:

Manager

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Vice President

 

 

 

 

 

 

 

OAKTREE CAPITAL MANAGEMENT, L.P.

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Vice President

 


 

 

OAKTREE TSE-16 REAL ESTATE DEBT, LLC

 

 

 

By:

Oaktree Fund GP IIA, LLC

 

Its:

Manager

 

 

 

 

By:

Oaktree Fund GP II, L.P.

 

Its:

Manager

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

OAKTREE FUND GP IIA, LLC

 

 

 

By:

Oaktree Fund GP II, L.P.

 

Its:

Managing Member

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

OAKTREE FUND GP II, L.P.

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

OAKTREE CAPITAL II, L.P.

 

 

 

 

By:

Oaktree Holdings, Inc.

 

Its:

General Partner

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Vice President

 


 

 

OAKTREE HOLDINGS, INC.

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Vice President

 

 

 

 

 

 

 

OAKTREE CAPITAL GROUP, LLC

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Vice President

 

 

 

 

 

 

 

OAKTREE CAPITAL GROUP HOLDINGS GP, LLC

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Vice President