0001104659-17-001592.txt : 20170110 0001104659-17-001592.hdr.sgml : 20170110 20170109202437 ACCESSION NUMBER: 0001104659-17-001592 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170110 DATE AS OF CHANGE: 20170109 GROUP MEMBERS: OAKTREE CAPITAL GROUP HOLDINGS GP, LLC 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, INC. GROUP MEMBERS: OAKTREE HOLDINGS, LLC GROUP MEMBERS: OAKTREE OPPORTUNITIES FUND IX (PARALLEL 2), L.P. GROUP MEMBERS: OAKTREE OPPORTUNITIES FUND IX DELAWARE, L.P. GROUP MEMBERS: OAKTREE OPPORTUNITIES FUND IX GP LTD. GROUP MEMBERS: OAKTREE OPPORTUNITIES FUND IX GP, L.P. GROUP MEMBERS: OAKTREE VALUE OPPORTUNITIES FUND GP LTD. GROUP MEMBERS: OAKTREE VALUE OPPORTUNITIES FUND GP, L.P. GROUP MEMBERS: OAKTREE VALUE OPPORTUNITIES FUND HOLDINGS, L.P. GROUP MEMBERS: OAKTREE-FORREST MULTI-STRATEGY, LLC GROUP MEMBERS: OCM HOLDINGS I, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Energy XXI Gulf Coast, Inc. CENTRAL INDEX KEY: 0001404973 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 204278595 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89748 FILM NUMBER: 17519033 BUSINESS ADDRESS: STREET 1: 1021 MAIN STREET STREET 2: SUITE 2626 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-351-3000 MAIL ADDRESS: STREET 1: 1021 MAIN STREET STREET 2: SUITE 2626 CITY: HOUSTON STATE: TX ZIP: 77002 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OAKTREE CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0000949509 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G 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 COMPANY: FORMER CONFORMED NAME: OAKTREE CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 20010605 SC 13G 1 a17-1676_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

Energy XXI Gulf Coast, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

29276K 101

(CUSIP Number)

December 30, 2016

(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 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).

 



 

 

1

Name of Reporting Person or
I.R.S. Identification No. of Above Person
Oaktree-Forrest Multi-Strategy, 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
28,860

 

6

Shared Voting Power
None.

 

7

Sole Dispositive Power
28,860

 

8

Shared Dispositive Power
None.

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
28,860

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
0.1% (1)

 

 

12

Type of Reporting Person
OO

 


(1) All calculations of percentage ownership herein are based on a total of 33,299,296 shares of common stock of the Issuer, par value $0.01 per share (the “Common Stock”), outstanding, consisting of (i) 33,211,594 shares of Common Stock outstanding as of January 6, 2017, as provided to the Reporting Persons (as defined below) by the Issuer and (ii) 87,702 warrants to purchase Common Stock held by the Reporting Persons, entitling them to purchase an aggregate of 87,702 shares of Common Stock of the Issuer at an exercise price of $43.66 per share, subject to expiration on December 30, 2021 (the “Warrants”).  In accordance with Rule 13d-3(d)(1), the Warrants are treated as exercised for the purpose of computing the deemed beneficial ownership percentage of the Reporting Persons.

 

2



 

 

1

Name of Reporting Person or
I.R.S. Identification No. of Above Person
Oaktree Opportunities Fund IX Delaware, 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
2,733,998 (1)

 

6

Shared Voting Power
None.

 

7

Sole Dispositive Power
2,733,998 (1)

 

8

Shared Dispositive Power
None.

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,733,998 (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)
8.2%

 

 

12

Type of Reporting Person
PN

 


(1) In its capacity as the direct owner of 2,669,003 shares of Common Stock and 64,995 Warrants.

 

3



 

 

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

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
2,733,998 (1)

 

6

Shared Voting Power
None.

 

7

Sole Dispositive Power
2,733,998 (1)

 

8

Shared Dispositive Power
None.

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,733,998 (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)
8.2%

 

 

12

Type of Reporting Person
OO

 


(1) Solely in its capacity as the general partner of Oaktree Opportunities Fund IX Delaware, L.P.

 

4



 

 

1

Name of Reporting Person or
I.R.S. Identification No. of Above Person
Oaktree Value Opportunities Fund Holdings, 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
587,036 (1)

 

6

Shared Voting Power
None.

 

7

Sole Dispositive Power
587,036 (1)

 

8

Shared Dispositive Power
None.

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
587,036 (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)
1.8%

 

 

12

Type of Reporting Person
PN

 


(1) In its capacity as the direct owner of 564,923 shares of Common Stock and 22,113 Warrants.

 

5



 

 

1

Name of Reporting Person or
I.R.S. Identification No. of Above Person
Oaktree Value Opportunities Fund GP, 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
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
587,036 (1)

 

6

Shared Voting Power
None.

 

7

Sole Dispositive Power
587,036 (1)

 

8

Shared Dispositive Power
None.

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
587,036 (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)
1.8%

 

 

12

Type of Reporting Person
PN

 


(1) Solely in its capacity as the general partner of Oaktree Value Opportunities Fund Holdings, L.P.

 

6



 

 

1

Name of Reporting Person or
I.R.S. Identification No. of Above Person
Oaktree Value Opportunities Fund GP 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
587,036 (1)

 

6

Shared Voting Power
None.

 

7

Sole Dispositive Power
587,036 (1)

 

8

Shared Dispositive Power
None.

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
587,036 (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)
1.8%

 

 

12

Type of Reporting Person
OO

 


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

 

7



 

 

1

Name of Reporting Person or
I.R.S. Identification No. of Above Person
Oaktree Opportunities Fund IX (Parallel 2), 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
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
25,082 (1)

 

6

Shared Voting Power
None.

 

7

Sole Dispositive Power
25,082 (1)

 

8

Shared Dispositive Power
None.

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
25,082 (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)
0.1%

 

 

12

Type of Reporting Person
PN

 


(1) In its capacity as the direct owner of 24,488 shares of Common Stock and 594 Warrants.

 

8



 

 

1

Name of Reporting Person or
I.R.S. Identification No. of Above Person
Oaktree Opportunities Fund IX GP, 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
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
25,082 (1)

 

6

Shared Voting Power
None.

 

7

Sole Dispositive Power
25,082 (1)

 

8

Shared Dispositive Power
None.

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
25,082 (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)
0.1%

 

 

12

Type of Reporting Person
PN

 


(1) Solely in its capacity as the general partner of Oaktree Opportunities Fund IX (Parallel 2), L.P.

 

9



 

 

1

Name of Reporting Person or
I.R.S. Identification No. of Above Person
Oaktree Opportunities Fund IX GP 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
25,082 (1)

 

6

Shared Voting Power
None.

 

7

Sole Dispositive Power
25,082 (1)

 

8

Shared Dispositive Power
None.

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
25,082 (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)
0.1%

 

 

12

Type of Reporting Person
OO

 


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

 

10



 

 

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

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
3,346,116 (1)

 

6

Shared Voting Power
None.

 

7

Sole Dispositive Power
3,346,116 (1)

 

8

Shared Dispositive Power
None.

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,346,116 (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)
10.0%

 

 

12

Type of Reporting Person
PN

 


(1) Solely in its capacity as the managing member of Oaktree Fund GP, LLC and as the sole shareholder of each of Oaktree Value Opportunities Fund GP Ltd. and Oaktree Opportunities Fund IX GP Ltd.

 

11



 

 

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

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
3,346,116 (1)

 

6

Shared Voting Power
None.

 

7

Sole Dispositive Power
3,346,116 (1)

 

8

Shared Dispositive Power
None.

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,346,116 (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)
10.0%

 

 

12

Type of Reporting Person
PN

 


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

 

12



 

 

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

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
3,346,116 (1)

 

6

Shared Voting Power
None.

 

7

Sole Dispositive Power
3,346,116 (1)

 

8

Shared Dispositive Power
None.

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,346,116 (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)
10.0%

 

 

12

Type of Reporting Person
OO

 


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

 

13



 

 

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

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
3,346,116 (1)

 

6

Shared Voting Power
None.

 

7

Sole Dispositive Power
3,346,116 (1)

 

8

Shared Dispositive Power
None.

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,346,116 (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)
10.0%

 

 

12

Type of Reporting Person
OO

 


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

 

14



 

 

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
640,978 (1)

 

6

Shared Voting Power
None.

 

7

Sole Dispositive Power
640,978 (1)

 

8

Shared Dispositive Power
None.

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
640,978 (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)
1.9%

 

 

12

Type of Reporting Person
PN

 


(1) Solely in its capacity as the sole director of each of Oaktree Value Opportunities Fund GP Ltd. and Oaktree Opportunities Fund IX GP Ltd and as the manager of Oaktree-Forrest Multi-Strategy, LLC.

 

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
640,978 (1)

 

6

Shared Voting Power
None.

 

7

Sole Dispositive Power
640,978 (1)

 

8

Shared Dispositive Power
None.

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
640,978 (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)
1.9%

 

 

12

Type of Reporting Person
CO

 


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

 

16



 

 

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
3,374,976 (1)

 

6

Shared Voting Power
None.

 

7

Sole Dispositive Power
3,374,976 (1)

 

8

Shared Dispositive Power
None.

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,374,976 (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)
10.1%

 

 

12

Type of Reporting Person
OO

 


(1) Solely in its capacity as the managing member of Oaktree Holdings, LLC and as the sole shareholder of Oaktree Holdings, Inc.

 

17



 

 

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
3,374,976 (1)

 

6

Shared Voting Power
None.

 

7

Sole Dispositive Power
3,374,976 (1)

 

8

Shared Dispositive Power
None.

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,374,976 (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)
10.1%

 

 

12

Type of Reporting Person
OO

 


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

 

18



 

Item 1.

 

(a)

Name of Issuer:
Energy XXI Gulf Coast, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices:
1021 Main, Suite 2626

Houston, Texas 77002

 

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-Forrest Multi-Strategy, LLC, a Delaware limited liability company (“Forrest”);

(2)         Oaktree Opportunities Fund IX Delaware, L.P., a Delaware limited partnership (“Fund IX Delaware”);

(3)         Oaktree Fund GP, LLC, a Delaware limited liability company (“Fund GP”), in its capacity as the general partner of Fund IX Delaware;

(4)         Oaktree Value Opportunities Fund Holdings, L.P., a Delaware limited partnership (“VOF Holdings”);

(5)         Oaktree Value Opportunities Fund GP, L.P., a Cayman Islands limited partnership (“VOF GP”), in its capacity as the general partner of VOF Holdings;

(6)         Oaktree Value Opportunities Fund GP Ltd., a Cayman Islands exempted company (“VOF GP Ltd.”), in its capacity as the general partner of VOF GP;

(7)         Oaktree Opportunities Fund IX (Parallel 2), L.P., a Cayman Islands limited partnership (“IX Parallel 2”);

(8)         Oaktree Opportunities Fund IX GP, L.P., a Cayman Islands limited partnership (“Fund IX GP”), in its capacity as the general partner of IX Parallel 2;

(9)         Oaktree Opportunities Fund IX GP Ltd., a Cayman Islands exempted company (“Fund IX GP Ltd.”), in its capacity as the general partner of Fund IX GP;

(10)  Oaktree Fund GP I, L.P., a Delaware limited partnership (“GP I”), in its capacity as the managing member of Fund GP and as the sole shareholder of each of VOF GP Ltd. and Fund IX GP Ltd.;

(11) Oaktree Capital I, L.P., a Delaware limited partnership (“Capital I”), in its capacity as the general partner of GP I;

(12) OCM Holdings I, LLC, a Delaware limited liability company (“Holdings I”), in its capacity as the general partner of Capital I;

(13) Oaktree Holdings, LLC, a Delaware limited liability company (“Holdings”) in its capacity as the managing member of Holdings I;

(14)  Oaktree Capital Management, L.P., a Delaware limited partnership (“Management”), in its capacity as the sole director of each of VOF GP Ltd. and Fund IX GP Ltd. and as the manager of Forrest;

(15)  Oaktree Holdings, Inc., a Delaware corporation (“Holdings, Inc.”), in its capacity as the general partner of Management;

(16)  Oaktree Capital Group, LLC, a Delaware limited liability company (“OCG”), in its capacity as the managing member of Holdings and as the sole shareholder of Holdings, Inc.; and

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

 

19



 

 

 

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, par value $0.01 per share (“Common Stock”)

 

(e)

CUSIP Number:
29276K 101

 

Item 3.

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

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o)

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c)

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c)

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E)

 

(f)

o

An employee benefit plan or endowment fund in accordance with §§240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §§240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Item 4.

Ownership

The responses of the Reporting Persons to Rows 5, 6, 7, 8, 9 and 11 in each of their respective cover pages to this Schedule 13G are incorporated herein by reference.

 

Forrest directly holds 28,860 shares of Common Stock constituting 0.1% of the Issuer’s outstanding common stock and has the sole power to vote and dispose of such securities.

 

Fund IX Delaware directly holds 2,669,003 shares of Common Stock and 64,995 Warrants, collectively constituting 8.2% of the Issuer’s outstanding common stock and has the sole power to vote and dispose of such securities.

 

Fund GP, in its capacity as the general partner of Fund IX Delaware, has the ability to direct the management of Fund IX Delaware’s businesses, including the power to vote and dispose of securities held by Fund IX Delaware; therefore, Fund GP may be deemed to beneficially own the securities of the Issuer held by Fund IX Delaware.

 

IX Parallel 2 directly holds 24,488 shares of Common Stock and 594 Warrants, collectively constituting 0.1% Issuer’s outstanding common stock and has the sole power to vote and dispose of such securities.

 

Fund IX GP, in its capacity as the general partner of IX Parallel 2, has the ability to direct the management of IX Parallel 2’s business, including the power to vote and dispose of securities held by IX Parallel 2; therefore, Fund IX GP may be deemed to beneficially own the securities of the Issuer held by IX Parallel 2.

 

Fund IX GP Ltd., in its capacity as the general partner of Fund IX GP, has the ability to direct the management of Fund IX GP’s business, including the power to direct the decisions of Fund IX GP regarding the vote and disposition of securities held by Fund IX GP; therefore, VOF GP Ltd. may be deemed to have indirect beneficial ownership of the securities of the Issuer held by IX Parallel 2.

 

VOF Holdings directly holds 564,923 shares of Common Stock and 22,113 Warrants, collectively constituting 1.8% of the Issuer’s outstanding common stock and has the sole power to vote and dispose of such securities.

 

20



 

VOF GP, in its capacity as the general partner of VOF Holdings, has the ability to direct the management of VOF Holdings’ business, including the power to vote and dispose of securities held by VOF Holdings; therefore, VOF GP may be deemed to beneficially own the securities of the Issuer held by VOF Holdings.

 

VOF GP Ltd., in its capacity as the general partner of VOF GP, has the ability to direct the management of VOF GP’s business, including the power to direct the decisions of VOF GP regarding the vote and disposition of securities held by VOF Holdings; therefore, VOF GP Ltd. may be deemed to have indirect beneficial ownership of the securities of the Issuer held by VOF Holdings.

 

GP I, in its capacity as the sole shareholder of each of Fund IX GP Ltd. and VOF GP Ltd., has the ability to appoint and remove the directors and direct the management of the business of each of Fund IX GP Ltd. and VOF GP Ltd. As such, GP I has the power to direct the decisions of each of Fund IX GP Ltd. and VOF GP Ltd. regarding the vote and disposition of securities held by each of IX Parallel 2 and VOF Holdings. Additionally, GP I, in its capacity as the managing member of Fund GP, has the ability to direct the management of Fund GP’s business, including the power to direct the decisions of Fund GP regarding the vote and disposition of securities held by Fund IX Delaware. Therefore, GP I may be deemed to have indirect beneficial ownership of the securities of the Issuer held by each of IX Parallel 2, VOF Holdings and Fund IX Delaware.

 

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 direct the decisions of GP I regarding the vote and disposition of securities held by each of IX Parallel 2, VOF Holdings and Fund IX Delaware; therefore, Capital I may be deemed to have indirect beneficial ownership of the securities of the Issuer held by each of IX Parallel 2, VOF Holdings and Fund IX Delaware.

 

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 vote and disposition of securities held by each of IX Parallel 2, VOF Holdings and Fund IX Delaware; therefore, Holdings I may be deemed to have indirect beneficial ownership of the securities of the Issuer held by each of IX Parallel 2, VOF Holdings and Fund IX Delaware. 

 

Holdings, in its capacity as the managing member of Holdings I, has the ability to direct the management of Holding I’s business, including the power to direct the decisions of Holdings I regarding the vote and disposition of securities held by each of IX Parallel 2, VOF Holdings and Fund IX Delaware; therefore, Holdings may be deemed to have indirect beneficial ownership of the securities of the Issuer held by each of IX Parallel 2, VOF Holdings and Fund IX Delaware.

 

Management, in its capacity as the sole director of each of Fund IX GP Ltd. and VOF GP Ltd., has the ability to direct the management of IX Parallel 2 and VOF Holdings, including the power to direct the decisions of IX Parallel 2 and VOF Holdings regarding the vote and disposition of securities held by each of IX Parallel 2 and VOF Holdings. Additionally, Management, in its capacity as the manager of Forrest, has the ability to direct the management of Forrest’s business, including the power to direct the decisions of Forrest regarding the vote and disposition of securities held by Forrest.  Therefore, Management may

 

21



 

be deemed to have indirect beneficial ownership of the securities of the Issuer held by each of IX Parallel 2, VOF Holdings and Forrest.

 

Holdings, Inc., in its capacity as the general partner of Management, has the ability to direct the management of Management’s business, including the power to vote and dispose of securities held by each of IX Parallel 2, VOF Holdings and Forrest; therefore, Holdings, Inc. may be deemed to have indirect beneficial ownership of the securities of the Issuer held by each of IX Parallel 2, VOF Holdings and Forrest.

 

OCG, in its capacity as the sole shareholder of Holdings, Inc., has the ability to appoint and remove directors of Holdings, Inc. and, as such, may indirectly control the decisions of Holdings, Inc. regarding the vote and disposition of securities held by IX Parallel 2, VOF Holdings and Forrest. Additionally, OCG, in its capacity as the managing member of Holdings, has the ability to direct the management of Holdings’ business, including the power to direct the decisions of Holdings regarding the vote and disposition of securities held by each of IX Parallel 2, VOF Holdings and Fund IX Delaware. Therefore, OCG may be deemed to have indirect beneficial ownership of the securities of the Issuer held by each of IX Parallel 2, VOF Holdings, Forrest and Fund IX Delaware.

 

OCGH GP, in its capacity as the duly appointed manager of OCG, has the ability appoint and remove directors of OCG and, as such, may indirectly control the decisions of OCG regarding the vote and disposition of securities held by each of IX Parallel 2, VOF Holdings, Forrest and Fund IX Delaware; therefore, OCGH GP may be deemed to have indirect beneficial ownership of the securities of the Issuer held by each of IX Parallel 2, VOF Holdings, Forrest and Fund IX Delaware.

 

All calculations of percentage ownership in this Schedule 13G are based on a total of 33,299,296 shares of Common Stock outstanding, consisting of (i) 33,211,594 shares of Common Stock outstanding as of January 6, 2017, as provided to the Reporting Persons by the Issuer and (ii) 87,702 Warrants held by the Reporting Persons, entitling them to purchase an aggregate of 87,702 shares of Common Stock of the Issuer.  In accordance with Rule 13d-3(d)(1), the Warrants are treated as exercised for the purpose of computing the deemed beneficial ownership percentage of the Reporting Persons.

 

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 of Common Stock, 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.

 

22



 

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 such purpose or effect.

 

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: January 9, 2017

 

 

OAKTREE-FORREST MULTI-STRATEGY, LLC

 

 

 

 

By:

Its:

Oaktree Capital Management, L.P.

Manager

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Vice President

 

 

 

 

 

OAKTREE OPPORTUNITIES FUND IX DELAWARE, L.P.

 

 

 

 

By:

Its:

Oaktree Fund GP, LLC

General Partner

 

 

 

 

By:

Its:

Oaktree Fund GP I, L.P.

Managing Member

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Authorized Signatory

 

 

 

 

 

OAKTREE FUND GP, LLC

 

 

 

 

By:

Its:

Oaktree Fund GP I, L.P.

Managing Member

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Authorized Signatory

 

23



 

 

OAKTREE VALUE OPPORTUNITIES FUND HOLDINGS, L.P.

 

 

 

 

By:

Its:

Oaktree Value Opportunities Fund GP, L.P.

General Partner

 

 

 

 

By:

Oaktree Value Opportunities Fund GP Ltd.

 

Its:

General Partner

 

 

 

 

By:

Its:

Oaktree Capital Management, L.P.

Director

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Vice President

 

 

 

 

 

OAKTREE VALUE OPPORTUNITIES FUND GP, L.P.

 

 

 

 

By:

Oaktree Value Opportunities Fund GP Ltd.

 

Its:

General Partner

 

 

By:

Its:

Oaktree Capital Management, L.P.

Director

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Vice President

 

 

 

 

 

OAKTREE VALUE OPPORTUNITIES FUND GP LTD.

 

 

 

 

By:

Its:

Oaktree Capital Management, L.P.

Director

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Vice President

 

24



 

 

OAKTREE OPPORTUNITIES FUND IX (PARALLEL 2), L.P.

 

 

 

 

By:

Oaktree Opportunities Fund IX GP, L.P.

 

Its:

General Partner

 

 

 

 

By:

Its:

Oaktree Opportunities Fund IX GP Ltd.

General Partner

 

 

 

 

By:

Its:

Oaktree Capital Management, L.P.

Director

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Vice President

 

 

 

 

 

OAKTREE OPPORTUNITIES FUND IX GP, L.P.

 

 

 

 

By:

Its:

Oaktree Opportunities Fund IX GP Ltd.

General Partner

 

 

 

 

By:

Its:

Oaktree Capital Management, L.P.

Director

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Vice President

 

 

 

 

 

OAKTREE OPPORTUNITIES FUND IX GP LTD.

 

 

 

 

By:

Its:

Oaktree Capital Management, L.P.

Director

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Vice President

 

25



 

 

OAKTREE FUND GP I, L.P.

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Authorized Signatory

 

 

 

 

OAKTREE CAPITAL I, L.P.

 

 

 

 

By:

Its:

OCM Holdings I, LLC
General Partner

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Vice President

 

 

 

OCM HOLDINGS I, LLC

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Vice President

 

 

 

 

 

OAKTREE HOLDINGS, LLC

 

 

 

 

By:

Its:

Oaktree Capital Group, LLC
Managing Member

 

 

 

 

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 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

 

26


EX-1 2 a17-1676_1ex1.htm EX-1

EXHIBIT I

 

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 other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

Dated as of January 9, 2017.

 

 

OAKTREE-FORREST MULTI-STRATEGY, LLC

 

 

 

 

By:

Its:

Oaktree Capital Management, L.P.

Manager

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Vice President

 

 

 

 

 

 

OAKTREE OPPORTUNITIES FUND IX DELAWARE, L.P.

 

 

 

 

By:

Its:

Oaktree Fund GP, LLC

General Partner

 

 

 

 

By:

Its:

Oaktree Fund GP I, L.P.

Managing Member

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

OAKTREE FUND GP, LLC

 

 

 

 

By:

Its:

Oaktree Fund GP I, L.P.

Managing Member

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Authorized Signatory

 

 



 

 

OAKTREE VALUE OPPORTUNITIES FUND HOLDINGS, L.P.

 

 

 

 

By:

Its:

Oaktree Value Opportunities Fund GP, L.P.

General Partner

 

 

 

 

By:

Oaktree Value Opportunities Fund GP Ltd.

 

Its:

General Partner

 

 

 

 

By:

Its:

Oaktree Capital Management, L.P.

Director

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Vice President

 

 

 

 

 

 

 

OAKTREE VALUE OPPORTUNITIES FUND GP, L.P.

 

 

 

 

By:

Oaktree Value Opportunities Fund GP Ltd.

 

Its:

General Partner

 

 

By:

Its:

Oaktree Capital Management, L.P.

Director

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Vice President

 

 

 

 

 

 

 

OAKTREE VALUE OPPORTUNITIES FUND GP LTD.

 

 

 

 

By:

Its:

Oaktree Capital Management, L.P.

Director

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Vice President

 

 



 

 

OAKTREE OPPORTUNITIES FUND IX (PARALLEL 2), L.P.

 

 

 

 

By:

Oaktree Opportunities Fund IX GP, L.P.

 

Its:

General Partner

 

 

 

 

By:

Its:

Oaktree Opportunities Fund IX GP Ltd.

General Partner

 

 

 

 

By:

Its:

Oaktree Capital Management, L.P.

Director

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Vice President

 

 

 

 

 

 

 

OAKTREE OPPORTUNITIES FUND IX GP, L.P.

 

 

 

 

By:

Its:

Oaktree Opportunities Fund IX GP Ltd.

General Partner

 

 

 

 

By:

Its:

Oaktree Capital Management, L.P.

Director

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Vice President

 

 

 

 

 

 

 

OAKTREE OPPORTUNITIES FUND IX GP LTD.

 

 

 

 

By:

Its:

Oaktree Capital Management, L.P.

Director

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Vice President

 

 



 

 

OAKTREE FUND GP I, L.P.

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

 

OAKTREE CAPITAL I, L.P.

 

 

 

 

By:

OCM Holdings I, LLC

 

Its:

General Partner

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Vice President

 

 

 

 

 

 

 

OCM HOLDINGS I, LLC

 

 

 

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Vice President

 

 

 

 

OAKTREE HOLDINGS, LLC

 

 

 

 

By:

Oaktree Capital Group, LLC

 

Its:

Managing Member

 

 

 

 

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 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