0000950142-12-002029.txt : 20121026 0000950142-12-002029.hdr.sgml : 20121026 20121026172610 ACCESSION NUMBER: 0000950142-12-002029 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20121026 DATE AS OF CHANGE: 20121026 GROUP MEMBERS: OAKTREE CAPITAL GROUP HOLDINGS GP LLC GROUP MEMBERS: OAKTREE CAPITAL GROUP LLC GROUP MEMBERS: OAKTREE CAPITAL I L.P. GROUP MEMBERS: OAKTREE CAPITAL MANAGEMENT L.P. GROUP MEMBERS: OAKTREE FUND GP I L.P. GROUP MEMBERS: OAKTREE HOLDINGS INC. GROUP MEMBERS: OAKTREE HOLDINGS LLC GROUP MEMBERS: OAKTREE VALUE EQUITIES FUND GP L.P. GROUP MEMBERS: OAKTREE VALUE EQUITIES FUND L.P. GROUP MEMBERS: OAKTREE VALUE OPPORTUNITIES FUND GP L.P. GROUP MEMBERS: OAKTREE VALUE OPPORTUNITIES FUND GP LTD. GROUP MEMBERS: OAKTREE VALUE OPPORTUNITIES FUND HOLDINGS L.P. GROUP MEMBERS: OCM HOLDINGS I LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TMS International Corp. CENTRAL INDEX KEY: 0001491501 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS [3310] IRS NUMBER: 205899976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86193 FILM NUMBER: 121165221 BUSINESS ADDRESS: STREET 1: 12 MONONGAHELA AVENUE STREET 2: P.O. BOX 2000 CITY: GLASSPORT STATE: PA ZIP: 15045 BUSINESS PHONE: 412-678-6141 MAIL ADDRESS: STREET 1: 12 MONONGAHELA AVENUE STREET 2: P.O. BOX 2000 CITY: GLASSPORT STATE: PA ZIP: 15045 FORMER COMPANY: FORMER CONFORMED NAME: Metal Services Acquisition Corp. DATE OF NAME CHANGE: 20100507 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 eh1201144_13g-tms.htm SCHEDULE 13G eh1201144_13g-tms.htm


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

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


TMS International Corp.
(Name of Issuer)
 
Class A Common Stock
(Title of Class of Securities)
 
87261Q103
(CUSIP Number)
 
October 16, 2012
(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).



 
 

 
 
CUSIP No. 87261Q103
SCHEDULE 13G
Page 2 of 27


 
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
 
928,948
6
SHARED VOTING POWER
 
None.
7
SOLE DISPOSITIVE POWER
 
928,948
8
SHARED DISPOSITIVE POWER
 
None.
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
928,948
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.41% (1)
 
12
TYPE OF REPORTING PERSON
 
PN
 
 
 
(1)
Based upon an aggregate of 14,494,646 shares of Class A Common Stock outstanding as of August 2, 2012, as reported by the Issuer on Form 10-Q filed on August 9, 2012.
 
 
 
 

 
 
CUSIP No. 87261Q103
SCHEDULE 13G
Page 3 of 27


 
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
 
928,948*
6
SHARED VOTING POWER
 
None.
7
SOLE DISPOSITIVE POWER
 
928,948*
8
SHARED DISPOSITIVE POWER
 
None.
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
928,948*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.41%
 
12
TYPE OF REPORTING PERSON
 
PN
 
 
 
*
Solely in its capacity as the general partner of Oaktree Value Opportunities Fund Holdings, L.P.
 
 
 
 

 
 
CUSIP No. 87261Q103
SCHEDULE 13G
Page 4 of 27


 
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
 
928,948*
6
SHARED VOTING POWER
 
None.
7
SOLE DISPOSITIVE POWER
 
928,948*
8
SHARED DISPOSITIVE POWER
 
None.
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
928,948*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.41%
 
12
TYPE OF REPORTING PERSON
 
OO
 
 
 
*
Solely in its capacity as the general partner of Oaktree Value Opportunities Fund GP, L.P.
 
 
 
 

 
 
CUSIP No. 87261Q103
SCHEDULE 13G
Page 5 of 27


 
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
 
928,948*
6
SHARED VOTING POWER
 
None.
7
SOLE DISPOSITIVE POWER
 
928,948*
8
SHARED DISPOSITIVE POWER
 
None.
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
928,948*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.41%
 
12
TYPE OF REPORTING PERSON
 
PN
 
 
 
*
Solely in its capacity as the sole shareholder of Oaktree Value Opportunities Fund GP Ltd.
 
 
 
 

 
 
CUSIP No. 87261Q103
SCHEDULE 13G
Page 6 of 27


 
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
 
928,948*
6
SHARED VOTING POWER
 
None.
7
SOLE DISPOSITIVE POWER
 
928,948*
8
SHARED DISPOSITIVE POWER
 
None.
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
928,948*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.41%
 
12
TYPE OF REPORTING PERSON
 
PN
 
 
 
*
Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.
 
 
 
 

 
 
CUSIP No. 87261Q103
SCHEDULE 13G
Page 7 of 27


 
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
 
928,948*
6
SHARED VOTING POWER
 
None.
7
SOLE DISPOSITIVE POWER
 
928,948*
8
SHARED DISPOSITIVE POWER
 
None.
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
928,948*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.41%
 
12
TYPE OF REPORTING PERSON
 
OO
 
 
 
*
Solely in its capacity as the general partner of Oaktree Capital I, L.P.

 
 
 

 
 
CUSIP No. 87261Q103
SCHEDULE 13G
Page 8 of 27


 
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
 
928,948*
6
SHARED VOTING POWER
 
None.
7
SOLE DISPOSITIVE POWER
 
928,948*
8
SHARED DISPOSITIVE POWER
 
None.
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
928,948*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.41%
 
12
TYPE OF REPORTING PERSON
 
OO
 
 
 
*
Solely in its capacity as the managing member of OCM Holdings I, LLC
 
 
 
 

 
 
CUSIP No. 87261Q103
SCHEDULE 13G
Page 9 of 27


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Value Equities Fund, 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
 
139,340
6
SHARED VOTING POWER
 
None.
7
SOLE DISPOSITIVE POWER
 
139,340
8
SHARED DISPOSITIVE POWER
 
None.
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
139,340
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.96% (1)
 
12
TYPE OF REPORTING PERSON
 
PN
 
 
 
(1)
Based upon an aggregate of 14,494,646 shares of Class A Common Stock outstanding as of August 2, 2012, as reported by the Issuer on Form 10-Q filed on August 9, 2012.
 
 
 
 

 
 
CUSIP No. 87261Q103
SCHEDULE 13G
Page 10 of 27


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Value Equities 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
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
139,340*
6
SHARED VOTING POWER
 
None.
7
SOLE DISPOSITIVE POWER
 
139,340*
8
SHARED DISPOSITIVE POWER
 
None.
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
139,340*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.96%
 
12
TYPE OF REPORTING PERSON
 
PN
 
 
 
*
Solely in its capacity as the general partner of Oaktree Value Equities Fund, L.P.
 
 
 
 

 
 
CUSIP No. 87261Q103
SCHEDULE 13G
Page 11 of 27


 
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
 
1,068,288*
6
SHARED VOTING POWER
 
None.
7
SOLE DISPOSITIVE POWER
 
1,068,288*
8
SHARED DISPOSITIVE POWER
 
None.
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,068,288*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.37%
 
12
TYPE OF REPORTING PERSON
 
PN
 
 
 
*
Solely in its capacity as the sole director of Oaktree Value Opportunities Fund GP Ltd. and the general partner of Oaktree Value Equities Fund GP, L.P.
 
 
 
 

 
 
CUSIP No. 87261Q103
SCHEDULE 13G
Page 12 of 27


 
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
 
1,068,288*
6
SHARED VOTING POWER
 
None.
7
SOLE DISPOSITIVE POWER
 
1,068,288*
8
SHARED DISPOSITIVE POWER
 
None.
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,068,288*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.37%
 
12
TYPE OF REPORTING PERSON
 
CO
 
 
 
*
Solely in its capacity as the general partner of Oaktree Capital Management, L.P.
 
 
 
 

 
 
CUSIP No. 87261Q103
SCHEDULE 13G
Page 13 of 27


 
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
 
1,068,288*
6
SHARED VOTING POWER
 
None.
7
SOLE DISPOSITIVE POWER
 
1,068,288*
8
SHARED DISPOSITIVE POWER
 
None.
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,068,288*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.37%
 
12
TYPE OF REPORTING PERSON
 
OO
 
 
 
*
Solely in its capacity as the managing member of Oaktree Holdings, LLC and as the sole shareholder of Oaktree Holdings, Inc.
 
 
 
 

 
 
 
 
CUSIP No. 87261Q103
SCHEDULE 13G
Page 14 of 27


 
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
 
1,068,288*
6
SHARED VOTING POWER
 
None.
7
SOLE DISPOSITIVE POWER
 
1,068,288*
8
SHARED DISPOSITIVE POWER
 
None.
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,068,288*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.37%
 
12
TYPE OF REPORTING PERSON
 
OO
 
 
 
*
Solely in its capacity as the duly elected manager of Oaktree Capital Group, LLC.
 
 
 
 

 
 
CUSIP No. 87261Q103
SCHEDULE 13G
Page 15 of 27
 
 
 
ITEM 1.
(a)
Name of Issuer:
   
TMS International Corp. (“Issuer”)
 
(b)
Address of Issuer’s Principal Executive Offices:
   
12 Monongahela Avenue
P.O. Box 2000
Glassport, PA 15045
 
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 Value Opportunities Fund Holdings, L.P., a Delaware limited partnership (“VOF Holdings”), acting in its capacity as the director owner of 928,948 shares of Issuer’s Class A common stock, $.001 par value per share (the “Common Stock”);
       
    (2) Oaktree Value Opportunities Fund GP, L.P., a Cayman Islands limited partnership  (“VOF GP”), acting in its capacity as the general partner of VOF Holdings;
       
    (3) Oaktree Value Opportunities Fund GP Ltd., a Cayman Islands exempted company (“VOF GP Ltd.”), acting in its capacity as the general partner of VOF GP;
       
    (4) Oaktree Fund GP I, L.P., a Delaware limited partnership (“GP I”), acting in its capacity as the sole and controlling shareholder of VOF GP Ltd.; 
       
    (5) Oaktree Capital I, L.P., a Delaware limited partnership (“Capital I”), acting in its capacity as the general partner of GP I; 
       
    (6)  OCM Holdings I, LLC, a Delaware limited liability company (“Holdings I”), acting in its capacity as the general partner of Capital I; 
       
    (7)  Oaktree Holdings, LLC, a Delaware limited liability company (“Holdings”), acting in its capacity as the managing member of Holdings I; 
       
    (8)  Oaktree Value Equities Fund, L.P., a Delaware limited partnership (“VEF”), acting in its capacity as the direct owner of 139,340 ordinary shares of the Issuer’s Common Stock; 
       
    (9)  Oaktree Value Equities Fund GP, L.P., a Delaware limited partnership (“VEF GP”), acting in its capacity as the general partner of VEF; 
       
    (10)
Oaktree Capital Management, L.P., a Delaware limited partnership (“Management”), acting in its capacity as the sole director of VOF GP Ltd. and the general partner of VEF GP;
       
    (11) Oaktree Holdings, Inc., a Delaware corporation (“Holdings, Inc.”), acting in its capacity as the general partner of Management; 
       
    (12) Oaktree Capital Group, LLC, a Delaware limited liability company (“OCG”), acting in its capacity as the managing member of Holdings and as the sole shareholder of Holdings, Inc.; and
       
    (13) Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (“OCGH GP”), acting in its capacity as the manager of OCG.
 
 
 
 
 
 
 

 
 
CUSIP No. 87261Q103
SCHEDULE 13G
Page 16 of 27
 
 
    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:
     
    Class A Common Stock, $.001 par value per share
     
 
(e)
CUSIP Number: 87261Q103 
 
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:
     
 
(a)
[__]  Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o)
  (b)
[__]  Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)
 
(c)
[__]  Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)
 
(d)
[__]  Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)
 
(e)
[__]  An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E)
 
(f)
[__]  An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F);
 
(g)
[__]  A Parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G);
 
(h)
[__]  A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
 
(i)
[__]  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)
[__]  Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
 
ITEM 4.
OWNERSHIP
   
  (a)-(c) Amount beneficially owned, percent of class, number of shares as to which each person has sole or shared power to vote or direct the vote; sole or shared power to dispose or direct the disposition of:
 
 
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.

Direct Beneficial Ownership:

OCM may be deemed to be the indirect beneficial owner of an aggregate of 1,068,288 shares of Common Stock of the Issuer, constituting 7.37% of the total and outstanding shares of the Issuer’s Common Stock beneficially owned by each of VOF Holdings and VEF, as follows: (i) 928,948 shares of Common Stock held by VOF Holdings, constituting 6.41% of the total and outstanding shares of the Issuer's Common Stock, in its capacity as the sole director of VOF GP Ltd.; and (ii) 139,340 shares of Common Stock held by VEF, constituting 0.96% of the total and outstanding shares of the Issuer's Common Stock, in its capacity as the general partner of VEF GP.  OCM may be deemed to have the sole power to direct the voting and disposition of the 1,068,288 shares of Common Stock directly held by each of VOF GP Ltd. and VEF.
 
Indirect Beneficial Ownership:
   
 
VOF Holdings directly holds 928,948 shares of the Issuer’s Common Stock constituting 6.41% of the total issued and outstanding shares of the Issuer’s Common Stock and has the sole power to vote and dispose of such shares. 

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 shares of Common Stock 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 shares of the Issuer’s Common Stock held by VOF Holdings.

GP I, in its capacity as the sole shareholder of VOF GP Ltd., has the ability to appoint and remove the directors and direct the management of VOF GP Ltd.  As such, GP I controls the decisions of VOF GP Ltd. regarding the vote and disposition of the securities held by each of VOF Holdings; therefore, GP I may be deemed to have indirect beneficial ownership of the Issuer’s Common stock held by VOF Holdings.

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 all securities held by VOF Holdings; therefore, Capital I may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock held by VOF Holdings.

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 all securities held by VOF Holdings; therefore, Holdings I may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock held by VOF Holdings.

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 all securities held by VOF Holdings; therefore, Holdings may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock held by VOF Holdings.
   
 
 
 
 

 
 
CUSIP No. 87261Q103
SCHEDULE 13G
Page 17 of 27
 
 
 
VEF directly holds 139,340 shares of the Issuer’s Common Stock constituting 0.96% of the total issued and outstanding shares of the Issuer’s Common Stock and has the sole power to vote and dispose of such shares. 

VEF GP, in its capacity as the general partner of VEF, has the ability to direct the management of VEF’s business, including the power to vote and dispose of securities held by VEF and to appoint the investment manager for VEF; therefore, VEF GP may be deemed to beneficially own the shares of Common Stock of the Issuer held by VEF.

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

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 VOF Holdings and VEF; therefore, Holdings, Inc. may be deemed to have indirect beneficial ownership of the shares of Issuer’s Common Stock held by VOF Holdings and VEF.

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 all securities held by VOF Holdings;   Additionally, 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 the VEF; therefore, OCG may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock held by VOF Holdings and VEF.

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 the VOF Holdings and VEF; therefore, OCGH GP may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock held by the VOF Holdings and VEF.

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.

All ownership percentages of the securities reported in this Statement are based upon 14,494,646 shares of Common Stock outstanding as of August 2, 2012, as reported by the Issuer in its most recent Quarterly Report on Form 10-Q on August 9, 2012.
   
 
 
 
 

 
 
 
CUSIP No. 87261Q103
SCHEDULE 13G
Page 18 of 27
 
 
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 ¨.
   
ITEM 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
 
The securities on this Schedule 13G are directly held by Oaktree Value Opportunities Fund Holdings, L.P. and Oaktree Value Equities Fund, L.P., which have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock.
   
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.
 
ITEM 10.
CERTIFICATIONS.
   
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and 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.
 
 
 
 
 
 
 

 
 
CUSIP No. 87261Q103
SCHEDULE 13G
Page 19 of 27
 
 
 
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:  October 26, 2012
 
 
OAKTREE VALUE OPPORTUNITIES FUND HOLDINGS, L.P.
 
       
 
By:
Oaktree Value Opportunities Fund GP, L.P.
 
 
Its:
General Partner
 
       
 
By:
Oaktree Value Opportunities Fund GP Ltd.
 
 
Its:
General Partner
 
       
 
By:
Oaktree Capital Management, L.P.
 
 
Its:
Director
 
       
 
By:
/s/ Richard Ting
 
 
Name:
Richard Ting
 
 
Title:
Managing Director and Associate General Counsel
 
       
 
By:
/s/ Emily Alexander
 
 
Name:
Emily Alexander
 
 
Title:
Managing Director
 
       
       
 
OAKTREE VALUE OPPORTUNITIES FUND GP, L.P.
 
       
 
By:
Oaktree Value Opportunities Fund GP Ltd.
 
 
Its:
General Partner
 
       
 
By:
Oaktree Capital Management, L.P.
 
 
Its:
Director
 
       
 
By:
/s/ Richard Ting
 
 
Name:
Richard Ting
 
 
Title:
Managing Director and Associate General Counsel
 
       
 
By:
/s/ Emily Alexander
 
 
Name:
Emily Alexander
 
 
Title:
Managing Director
 
       
       
       
 
 
 
 

 
 
CUSIP No. 87261Q103
SCHEDULE 13G
Page 20 of 27
 
 
 
 
OAKTREE VALUE OPPORTUNITIES FUND GP LTD.
 
       
 
By:
Oaktree Capital Management, L.P.
 
 
Its:
Director
 
       
 
By:
/s/ Richard Ting
 
 
Name:
Richard Ting
 
 
Title:
Managing Director and Associate General Counsel
 
       
 
By:
/s/ Emily Alexander
 
 
Name:
Emily Alexander
 
 
Title:
Managing Director
 
       
       
 
OAKTREE FUND GP I, L.P.
 
       
 
By:
/s/ Richard Ting
 
 
Name:
Richard Ting
 
 
Title:
Authorized Signatory
 
       
 
By:
/s/ Emily Alexander
 
 
Name:
Emily Alexander
 
 
Title:
Authorized Signatory
 
       
       
 
OAKTREE CAPITAL I, L.P.
 
       
 
By:
OCM Holdings I, LLC
 
 
Its:
General Partner
 
       
 
By:
/s/ Richard Ting
 
 
Name:
Richard Ting
 
 
Title:
Managing Director and Associate General Counsel
 
       
 
By:
/s/ Emily Alexander
 
 
Name:
Emily Alexander
 
 
Title:
Managing Director
 
       
       
 
OCM HOLDINGS I, LLC
 
       
 
By:
/s/ Richard Ting
 
 
Name:
Richard Ting
 
 
Title:
Managing Director and Associate General Counsel
 
       
 
By:
/s/ Emily Alexander
 
 
Name:
Emily Alexander
 
 
Title:
Managing Director
 
       
 
 
 
 

 
 
CUSIP No. 87261Q103
SCHEDULE 13G
Page 21 of 27
 
 
 
OAKTREE HOLDINGS, LLC
 
       
 
By:
Oaktree Capital Group, LLC
 
 
Its:
Managing Member
 
       
 
By:
/s/ Richard Ting
 
 
Name:
Richard Ting
 
 
Title:
Managing Director, Associate General Counsel and Assistant Secretary
 
       
 
By:
/s/ Emily Alexander
 
 
Name:
Emily Alexander
 
 
Title:
Managing Director
 
       
       
 
OAKTREE VALUE EQUITIES FUND, L.P.
 
       
 
By:
Oaktree Value Equities Fund GP, L.P.
 
 
Its:
General Partner
 
       
  By:
Oaktree Capital Management, L.P.
 
  Its:
General Partner
 
       
 
By:
/s/ Richard Ting
 
 
Name:
Richard Ting
 
 
Title:
Managing Director and Associate General Counsel
 
       
 
By:
/s/ Emily Alexander
 
 
Name:
Emily Alexander
 
 
Title:
Managing Director
 
       
       
 
OAKTREE VALUE EQUITIES FUND GP, L.P.
 
       
 
By:
Oaktree Capital Management, L.P.
 
 
Its:
General Partner
 
       
 
By:
/s/ Richard Ting
 
 
Name:
Richard Ting
 
 
Title:
Managing Director and Associate General Counsel
 
       
 
By:
/s/ Emily Alexander
 
 
Name:
Emily Alexander
 
 
Title:
Managing Director
 
       
       
 
OAKTREE CAPITAL MANAGEMENT, L.P.
 
       
 
By:
/s/ Richard Ting
 
 
Name:
Richard Ting
 
 
Title:
Managing Director and Associate General Counsel
 
       
 
By:
/s/ Emily Alexander
 
 
Name:
Emily Alexander
 
 
Title:
Managing Director
 
 
 
 
 

 
 
CUSIP No. 87261Q103
SCHEDULE 13G
Page 22 of 27
 
 
 
 
OAKTREE HOLDINGS, INC.
 
       
 
By:
/s/ Richard Ting
 
 
Name:
Richard Ting
 
 
Title:
Managing Director, Associate General Counsel and Assistant Secretary
 
       
 
By:
/s/ Emily Alexander
 
 
Name:
Emily Alexander
 
 
Title:
Managing Director
 
       
       
 
OAKTREE CAPITAL GROUP, LLC
 
       
 
By:
/s/ Richard Ting
 
 
Name:
Richard Ting
 
 
Title:
Managing Director, Associate General Counsel and Assistant Secretary
 
       
 
By:
/s/ Emily Alexander
 
 
Name:
Emily Alexander
 
 
Title:
Managing Director
 
       
       
 
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
 
       
 
By:
/s/ Richard Ting
 
 
Name:
Richard Ting
 
 
Title:
Managing Director and Associate General Counsel
 
       
 
By:
/s/ Emily Alexander
 
 
Name:
Emily Alexander
 
 
Title:
Managing Director
 
 
 
 
 
 

 
 
CUSIP No. 87261Q103
SCHEDULE 13G
Page 23 of 27
  
 
 
Exhibit Index
 
Exhibit 1.
Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
 
 
 
 
 
 
 
 
 
 
 

 
 
CUSIP No. 87261Q103
SCHEDULE 13G
Page 24 of 27
  
 
 
EXHIBIT 1
 
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
 
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 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 October 26, 2012.
 
 
OAKTREE VALUE OPPORTUNITIES FUND HOLDINGS, L.P.
 
       
 
By:
Oaktree Value Opportunities Fund GP, L.P.
 
 
Its:
General Partner
 
       
 
By:
Oaktree Value Opportunities Fund GP Ltd.
 
 
Its:
General Partner
 
       
 
By:
Oaktree Capital Management, L.P.
 
 
Its:
Director
 
       
 
By:
/s/ Richard Ting
 
 
Name:
Richard Ting
 
 
Title:
Managing Director and Associate General Counsel
 
       
 
By:
/s/ Emily Alexander
 
 
Name:
Emily Alexander
 
 
Title:
Managing Director
 
       
       
 
OAKTREE VALUE OPPORTUNITIES FUND GP, L.P.
 
       
 
By:
Oaktree Value Opportunities Fund GP Ltd.
 
 
Its:
General Partner
 
       
 
By:
Oaktree Capital Management, L.P.
 
 
Its:
Director
 
       
 
By:
/s/ Richard Ting
 
 
Name:
Richard Ting
 
 
Title:
Managing Director and Associate General Counsel
 
       
 
By:
/s/ Emily Alexander
 
 
Name:
Emily Alexander
 
 
Title:
Managing Director
 
 
 
 
 

 
 
CUSIP No. 87261Q103
SCHEDULE 13G
Page 25 of 27
 
 
 
 
OAKTREE VALUE OPPORTUNITIES FUND GP LTD.
 
       
 
By:
Oaktree Capital Management, L.P.
 
 
Its:
Director
 
       
 
By:
/s/ Richard Ting
 
 
Name:
Richard Ting
 
 
Title:
Managing Director and Associate General Counsel
 
       
 
By:
/s/ Emily Alexander
 
 
Name:
Emily Alexander
 
 
Title:
Managing Director
 
       
       
 
OAKTREE FUND GP I, L.P.
 
       
 
By:
/s/ Richard Ting
 
 
Name:
Richard Ting
 
 
Title:
Authorized Signatory
 
       
 
By:
/s/ Emily Alexander
 
 
Name:
Emily Alexander
 
 
Title:
Authorized Signatory
 
       
       
 
OAKTREE CAPITAL I, L.P.
 
       
 
By:
OCM Holdings I, LLC
 
 
Its:
General Partner
 
       
 
By:
/s/ Richard Ting
 
 
Name:
Richard Ting
 
 
Title:
Managing Director and Associate General Counsel
 
       
 
By:
/s/ Emily Alexander
 
 
Name:
Emily Alexander
 
 
Title:
Managing Director
 
       
       
 
OCM HOLDINGS I, LLC
 
       
 
By:
/s/ Richard Ting
 
 
Name:
Richard Ting
 
 
Title:
Managing Director and Associate General Counsel
 
       
 
By:
/s/ Emily Alexander
 
 
Name:
Emily Alexander
 
 
Title:
Managing Director
 
 
 
 
 

 
 
CUSIP No. 87261Q103
SCHEDULE 13G
Page 26 of 27
 
 
 
 
 
OAKTREE HOLDINGS, LLC
 
       
 
By:
Oaktree Capital Group, LLC
 
 
Its:
Managing Member
 
       
 
By:
/s/ Richard Ting
 
 
Name:
Richard Ting
 
 
Title:
Managing Director, Associate General Counsel and Assistant Secretary
 
       
 
By:
/s/ Emily Alexander
 
 
Name:
Emily Alexander
 
 
Title:
Managing Director
 
       
       
 
OAKTREE VALUE EQUITIES FUND, L.P.
 
       
 
By:
Oaktree Value Equities Fund GP, L.P.
 
 
Its:
General Partner
 
       
  By:
Oaktree Capital Management, L.P.
 
  Its:
General Partner
 
       
 
By:
/s/ Richard Ting
 
 
Name:
Richard Ting
 
 
Title:
Managing Director and Associate General Counsel
 
       
 
By:
/s/ Emily Alexander
 
 
Name:
Emily Alexander
 
 
Title:
Managing Director
 
       
       
 
OAKTREE VALUE EQUITIES FUND GP, L.P.
 
       
 
By:
Oaktree Capital Management, L.P.
 
 
Its:
General Partner
 
       
 
By:
/s/ Richard Ting
 
 
Name:
Richard Ting
 
 
Title:
Managing Director and Associate General Counsel
 
       
 
By:
/s/ Emily Alexander
 
 
Name:
Emily Alexander
 
 
Title:
Managing Director
 
       
       
 
OAKTREE CAPITAL MANAGEMENT, L.P.
 
       
 
By:
/s/ Richard Ting
 
 
Name:
Richard Ting
 
 
Title:
Managing Director and Associate General Counsel
 
       
 
By:
/s/ Emily Alexander
 
 
Name:
Emily Alexander
 
 
Title:
Managing Director
 
 
 
 
 

 
 
CUSIP No. 87261Q103
SCHEDULE 13G
Page 27 of 27
 
 
 
OAKTREE HOLDINGS, INC.
 
       
 
By:
/s/ Richard Ting
 
 
Name:
Richard Ting
 
 
Title:
Managing Director, Associate General Counsel and Assistant Secretary
 
       
 
By:
/s/ Emily Alexander
 
 
Name:
Emily Alexander
 
 
Title:
Managing Director
 
       
       
 
OAKTREE CAPITAL GROUP, LLC
 
       
 
By:
/s/ Richard Ting
 
 
Name:
Richard Ting
 
 
Title:
Managing Director, Associate General Counsel and Assistant Secretary
 
       
 
By:
/s/ Emily Alexander
 
 
Name:
Emily Alexander
 
 
Title:
Managing Director
 
       
       
 
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
 
       
 
By:
/s/ Richard Ting
 
 
Name:
Richard Ting
 
 
Title:
Managing Director and Associate General Counsel
 
       
 
By:
/s/ Emily Alexander
 
 
Name:
Emily Alexander
 
 
Title:
Managing Director