0000950142-14-000309.txt : 20140207 0000950142-14-000309.hdr.sgml : 20140207 20140207170218 ACCESSION NUMBER: 0000950142-14-000309 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140207 DATE AS OF CHANGE: 20140207 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 FUND GP LLC GROUP MEMBERS: OAKTREE HOLDINGS INC. GROUP MEMBERS: OAKTREE HOLDINGS LLC GROUP MEMBERS: OAKTREE HUNTINGTON INVESTMENT FUND GP L.P. GROUP MEMBERS: OAKTREE HUNTINGTON INVESTMENT FUND GP LTD. GROUP MEMBERS: OAKTREE HUNTINGTON INVESTMENT FUND L.P. 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 L.P. GROUP MEMBERS: OAKTREE OPPORTUNITIES FUND IX GP LTD. GROUP MEMBERS: OAKTREE OPPORTUNITIES FUND VIII (PARALLEL 2) L.P. GROUP MEMBERS: OAKTREE OPPORTUNITIES FUND VIII DELAWARE L.P. GROUP MEMBERS: OAKTREE OPPORTUNITIES FUND VIII GP L.P. GROUP MEMBERS: OAKTREE OPPORTUNITIES FUND VIII GP LTD. 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 GROUP MEMBERS: OCM OPPORTUNITIES FUND VIIB DELAWARE L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NewPage Holdings Inc. CENTRAL INDEX KEY: 0001578086 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 461505118 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87662 FILM NUMBER: 14585144 BUSINESS ADDRESS: STREET 1: 8540 GANDER CREEK DRIVE CITY: MIAMISBURG STATE: OH ZIP: 45342 BUSINESS PHONE: (877) 855-7243 MAIL ADDRESS: STREET 1: 8540 GANDER CREEK DRIVE CITY: MIAMISBURG STATE: OH ZIP: 45342 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/A 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/A 1 eh1400232_13ga1-newpage.htm AMENDMENT NO. 1 eh1400232_13ga1-newpage.htm


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

Under the Securities Exchange Act of 1934

(Amendment No. 1)*


NewPage Holdings Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
None
(CUSIP Number)
 
December 31, 2013
(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. None
SCHEDULE 13G
Page 2 of 38


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
OCM Opportunities Fund VIIb 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
 
393,007
6
SHARED VOTING POWER
 
None.
7
SOLE DISPOSITIVE POWER
 
393,007
8
SHARED DISPOSITIVE POWER
 
None.
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
393,007
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.6% (1)
 
12
TYPE OF REPORTING PERSON
 
PN
 
 
__________________
 
(1) All calculations of percentage ownership herein are based on a total of 7,063,671 shares of common stock of the Issuer outstanding as of January 3, 2014, as disclosed in Exhibit 2.1 to the Current Report on Form 8-K, filed by the Issuer with the Securities and Exchange Commission on January 6, 2014 (the Form 8-K).
  
 
 
 

 
 
 
CUSIP No. None
SCHEDULE 13G
Page 3 of 38


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Opportunities Fund VIII 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
 
476,310
6
SHARED VOTING POWER
 
None.
7
SOLE DISPOSITIVE POWER
 
476,310
8
SHARED DISPOSITIVE POWER
 
None.
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
476,310
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.7%
 
12
TYPE OF REPORTING PERSON
 
PN
 

 
 
 
 

 
 
 
CUSIP No. None
SCHEDULE 13G
Page 4 of 38


 
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
 
247,725
6
SHARED VOTING POWER
 
None.
7
SOLE DISPOSITIVE POWER
 
247,725
8
SHARED DISPOSITIVE POWER
 
None.
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
247,725
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
3.5%
 
12
TYPE OF REPORTING PERSON
 
PN
 
 
 
 
 

 
 
 
CUSIP No. None
SCHEDULE 13G
Page 5 of 38

 
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
 
1,117,042 (1)
6
SHARED VOTING POWER
 
None.
7
SOLE DISPOSITIVE POWER
 
1,117,042 (1)
8
SHARED DISPOSITIVE POWER
 
None.
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,117,042 (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)
 
15.8%
 
12
TYPE OF REPORTING PERSON
 
OO
 
 
__________________
 
(1)  Solely in its capacity as the general partner of OCM Opportunities Fund VIIb Delaware, L.P., Oaktree Opportunities Fund VIII Delaware, L.P. and Oaktree Opportunities Fund IX Delaware, L.P.
 
 
 
 

 
 
 
CUSIP No. None
SCHEDULE 13G
Page 6 of 38


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Opportunities Fund VIII (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
 
18,129
6
SHARED VOTING POWER
 
None.
7
SOLE DISPOSITIVE POWER
 
18,129
8
SHARED DISPOSITIVE POWER
 
None.
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
18,129
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.3%
 
12
TYPE OF REPORTING PERSON
 
PN
 

 
 
 
 

 
 
 
CUSIP No. None
SCHEDULE 13G
Page 7 of 38


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Opportunities Fund VIII 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
 
18,129 (1)
6
SHARED VOTING POWER
 
None.
7
SOLE DISPOSITIVE POWER
 
18,129 (1)
8
SHARED DISPOSITIVE POWER
 
None.
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
18,129 (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)
 
0.3%
 
12
TYPE OF REPORTING PERSON
 
PN
 
 
__________________
 
(1)  Solely in its capacity as the general partner of Oaktree Opportunities Fund VIII (Parallel 2), L.P.
 
 
 
 

 
 
 
CUSIP No. None
SCHEDULE 13G
Page 8 of 38


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Opportunities Fund VIII 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
 
18,129 (1)
6
SHARED VOTING POWER
 
None.
7
SOLE DISPOSITIVE POWER
 
18,129 (1)
8
SHARED DISPOSITIVE POWER
 
None.
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
18,129 (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)
 
0.3%
 
12
TYPE OF REPORTING PERSON
 
OO
 
 
__________________
 
(1)  Solely in its capacity as the general partner of Oaktree Opportunities Fund VIII GP, L.P.
 
 
 
 

 
 
 
CUSIP No. None
SCHEDULE 13G
Page 9 of 38


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Huntington Investment 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
 
Cayman Islands
 
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
123,498
6
SHARED VOTING POWER
 
None.
7
SOLE DISPOSITIVE POWER
 
123,498
8
SHARED DISPOSITIVE POWER
 
None.
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
123,498
 
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
 

 
 
 

 
 
 
CUSIP No. None
SCHEDULE 13G
Page 10 of 38


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Huntington Investment 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
 
123,498 (1)
6
SHARED VOTING POWER
 
None.
7
SOLE DISPOSITIVE POWER
 
123,498 (1)
8
SHARED DISPOSITIVE POWER
 
None.
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
123,498 (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 Huntington Investment Fund, L.P.
 
 
 
 

 
 
 
CUSIP No. None
SCHEDULE 13G
Page 11 of 38


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Huntington Investment 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
 
123,498 (1)
6
SHARED VOTING POWER
 
None.
7
SOLE DISPOSITIVE POWER
 
123,498 (1)
8
SHARED DISPOSITIVE POWER
 
None.
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
123,498 (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 Huntington Investment Fund GP, L.P.
 
 
 
 
 

 
 
 
CUSIP No. None
SCHEDULE 13G
Page 12 of 38


 
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
 
106,248
6
SHARED VOTING POWER
 
None.
7
SOLE DISPOSITIVE POWER
 
106,248
8
SHARED DISPOSITIVE POWER
 
None.
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
106,248
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.5%
 
12
TYPE OF REPORTING PERSON
 
PN
 
  
 
 
 
 

 
 
 
CUSIP No. None
SCHEDULE 13G
Page 13 of 38


 
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
 
106,248 (1)
6
SHARED VOTING POWER
 
None.
7
SOLE DISPOSITIVE POWER
 
106,248 (1)
8
SHARED DISPOSITIVE POWER
 
None.
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
106,248 (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)
 
1.5%
 
12
TYPE OF REPORTING PERSON
 
PN
 
 
__________________
 
(1)  Solely in its capacity as the general partner of Oaktree Value Opportunities Fund Holdings, L.P.
 
 
 
 

 
 
 
CUSIP No. None
SCHEDULE 13G
Page 14 of 38


 
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
 
106,248 (1)
6
SHARED VOTING POWER
 
None.
7
SOLE DISPOSITIVE POWER
 
106,248 (1)
8
SHARED DISPOSITIVE POWER
 
None.
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
106,248 (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)
 
1.5%
 
12
TYPE OF REPORTING PERSON
 
OO
 
 
__________________
  
(1)  Solely in its capacity as the general partner of Oaktree Value Opportunities Fund GP, L.P.
 
 
 
 

 
 
 
CUSIP No. None
SCHEDULE 13G
Page 15 of 38


 
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
 
2,275
6
SHARED VOTING POWER
 
None.
7
SOLE DISPOSITIVE POWER
 
2,275
8
SHARED DISPOSITIVE POWER
 
None.
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,275
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
less than 0.1%
 
12
TYPE OF REPORTING PERSON
 
PN
 
 
 
 
 
 

 
 
 
CUSIP No. None
SCHEDULE 13G
Page 16 of 38


 
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
 
2,275 (1)
6
SHARED VOTING POWER
 
None.
7
SOLE DISPOSITIVE POWER
 
2,275 (1)
8
SHARED DISPOSITIVE POWER
 
None.
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,275 (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)
 
less than 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.
 
 
 
 

 
 
 
CUSIP No. None
SCHEDULE 13G
Page 17 of 38


 
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
 
2,275 (1)
6
SHARED VOTING POWER
 
None.
7
SOLE DISPOSITIVE POWER
 
2,275 (1)
8
SHARED DISPOSITIVE POWER
 
None.
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,275 (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)
 
less than 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.
 
 
 
 

 
 
 
CUSIP No. None
SCHEDULE 13G
Page 18 of 38


 
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
 
1,367,192 (1)
6
SHARED VOTING POWER
 
None.
7
SOLE DISPOSITIVE POWER
 
1,367,192 (1)
8
SHARED DISPOSITIVE POWER
 
None.
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,367,192 (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)
 
19.4%
 
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 Opportunities Fund VIII GP Ltd., Oaktree Huntington Investment Fund GP Ltd., Oaktree Value Opportunities Fund GP Ltd. and Oaktree Opportunities Fund IX GP Ltd.
 
 
 
 

 
 
 
CUSIP No. None
SCHEDULE 13G
Page 19 of 38


 
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
 
1,367,192 (1)
6
SHARED VOTING POWER
 
None.
7
SOLE DISPOSITIVE POWER
 
1,367,192 (1)
8
SHARED DISPOSITIVE POWER
 
None.
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,367,192 (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)
 
19.4%
 
12
TYPE OF REPORTING PERSON
 
PN
 
 
__________________
 
(1)  Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.
 
 
 
 

 
 
 
CUSIP No. None
SCHEDULE 13G
Page 20 of 38


 
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
 
1,367,192 (1)
6
SHARED VOTING POWER
 
None.
7
SOLE DISPOSITIVE POWER
 
1,367,192 (1)
8
SHARED DISPOSITIVE POWER
 
None.
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,367,192 (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)
 
19.4%
 
12
TYPE OF REPORTING PERSON
 
OO
 
 
__________________
 
(1)  Solely in its capacity as the general partner of Oaktree Capital I, L.P.
 
 
 
 

 
 
 
CUSIP No. None
SCHEDULE 13G
Page 21 of 38


 
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
 
1,367,192 (1)
6
SHARED VOTING POWER
 
None.
7
SOLE DISPOSITIVE POWER
 
1,367,192 (1)
8
SHARED DISPOSITIVE POWER
 
None.
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,367,192 (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)
 
19.4%
 
12
TYPE OF REPORTING PERSON
 
OO
 
 
__________________
 
(1)  Solely in its capacity as the managing member of OCM Holdings I, LLC.
 
 
 
 

 
 
 
CUSIP No. None
SCHEDULE 13G
Page 22 of 38


 
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
 
250,150 (1)
6
SHARED VOTING POWER
 
None.
7
SOLE DISPOSITIVE POWER
 
250,150 (1)
8
SHARED DISPOSITIVE POWER
 
None.
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
250,150 (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)
 
3.5%
 
12
TYPE OF REPORTING PERSON
 
PN
 
 
__________________
 
(1)  Solely in its capacity as the sole director of each of Oaktree Huntington Investment Fund GP Ltd., Oaktree Opportunities Fund VIII GP Ltd., Oaktree Value Opportunities Fund GP Ltd. and Oaktree Opportunities Fund IX GP Ltd.
 
 
 
 

 
 
 
CUSIP No. None
SCHEDULE 13G
Page 23 of 38


 
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
 
250,150 (1)
6
SHARED VOTING POWER
 
None.
7
SOLE DISPOSITIVE POWER
 
250,150 (1)
8
SHARED DISPOSITIVE POWER
 
None.
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
250,150 (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)
 
3.5%
 
12
TYPE OF REPORTING PERSON
 
CO
 
 
__________________
 
(1)  Solely in its capacity as the general partner of Oaktree Capital Management, L.P.
 
 
 
 

 
 
 
CUSIP No. None
SCHEDULE 13G
Page 24 of 38


 
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
 
1,367,192 (1)
6
SHARED VOTING POWER
 
None.
7
SOLE DISPOSITIVE POWER
 
1,367,192 (1)
8
SHARED DISPOSITIVE POWER
 
None.
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,367,192 (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)
 
19.4%
 
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.
 
 
 
 

 
 
 
CUSIP No. None
SCHEDULE 13G
Page 25 of 38


 
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
 
1,367,192 (1)
6
SHARED VOTING POWER
 
None.
7
SOLE DISPOSITIVE POWER
 
1,367,192 (1)
8
SHARED DISPOSITIVE POWER
 
None.
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,367,192 (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)
 
19.4%
 
12
TYPE OF REPORTING PERSON
 
OO
 
 
__________________
 
(1)  Solely in its capacity as the duly elected manager of Oaktree Capital Group, LLC.
 
 
 
 

 
 
 
CUSIP No. None
SCHEDULE 13G
Page 26 of 38

 
 
ITEM 1.
(a)
Name of Issuer:
   
NewPage Holdings, Inc.
     
 
(b)
Address of Issuer’s Principal Executive Offices:
   
8540 Gander Creek Drive
Miamisburg, Ohio 45342
   
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)  OCM Opportunities Fund VIIb Delaware, L.P., a Delaware limited partnership (“OCM VIIb Delaware”), in its capacity as the direct owner of 393,007 shares of common stock of the Issuer;
(2) Oaktree Opportunities Fund VIII Delaware, L.P., a Delaware limited partnership (“Fund VIII Delaware”), in its capacity as the direct owner of 476,310 shares of common stock of the Issuer;
(3) Oaktree Opportunities Fund IX Delaware, L.P., a Delaware limited partnership (“Fund IX Delaware”), in its capacity as the direct owner of 247,725 shares of common stock of the Issuer;
(4) Oaktree Fund GP, LLC, a Delaware limited liability company (“Fund GP”), in its capacity as the general partner of OCM VIIb Delaware, Fund VIII Delaware and Fund IX Delaware;
(5) Oaktree Opportunities Fund VIII (Parallel 2), L.P., a Cayman Islands limited partnership (“VIII Parallel 2”), in its capacity as the direct owner of 18,129 shares of common stock of the Issuer;
(6) Oaktree Opportunities Fund VIII GP, L.P., a Cayman Islands limited partnership (“Fund VIII GP”), in its capacity as the general partner of VIII Parallel 2;
(7) Oaktree Opportunities Fund VIII GP Ltd., a Cayman Islands exempted company (“Fund VIII GP Ltd.”), in its capacity as the general partner of Fund VIII GP;
(8) Oaktree Huntington Investment Fund, L.P., a Cayman Islands limited partnership (“HIF”), in its capacity as the direct owner of 123,498 shares of common stock of the Issuer;
(9) Oaktree Huntington Investment Fund GP, L.P., a Cayman Islands limited partnership (“HIF GP”), in its capacity as the general partner of HIF;
(10) Oaktree Huntington Investment Fund GP Ltd., a Cayman Islands exempted company (“HIF GP Ltd.”), in its capacity as the general partner of HIF GP;
(11) Oaktree Value Opportunities Fund Holdings, L.P., a Delaware limited partnership (“VOF Holdings”), in its capacity as the direct owner of 106,248 shares of common stock of the Issuer;
(12) Oaktree Value Opportunities Fund GP, L.P., a Cayman Islands limited partnership (“VOF GP”), in its capacity as the general partner of VOF Holdings;
(13) Oaktree Value Opportunities Fund GP Ltd., a Cayman Islands exempted company (“VOF GP Ltd.”), in its capacity as the general partner of VOF GP;
(14) Oaktree Opportunities Fund IX (Parallel 2), L.P., a Cayman Islands limited partnership (“IX Parallel 2”), in its capacity as the direct owner of 2,275 shares of common Stock of the issuer;
(15) 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;
(16) 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;
(17) 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 Fund VIII GP Ltd., HIF GP Ltd., VOF GP Ltd. and Fund IX GP Ltd.;
(18) Oaktree Capital I, L.P., a Delaware limited partnership (“Capital I”), in its capacity as the general partner of GP I;
(19) OCM Holdings I, LLC, a Delaware limited liability company (“Holdings I”), in its capacity as the general partner of Capital I;
(20) Oaktree Holdings, LLC, a Delaware limited liability company (“Holdings”) in its capacity as the managing member of Holdings I;
(21) Oaktree Capital Management, L.P., a Delaware limited partnership (“Management”), in its capacity as the sole director of each of HIF GP Ltd., Fund VIII GP Ltd., VOF GP Ltd. and Fund IX GP Ltd.;
(22) Oaktree Holdings, Inc., a Delaware corporation (“Holdings, Inc.”), in its capacity as the general partner of Management;
(23) 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
(24) Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (“OCGH GP”), in its capacity as the duly elected manager of OCG.
 
 
 
 
 
 

 
 
 
CUSIP No. None
SCHEDULE 13G
Page 27 of 38

 
 
    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 $0.001 per share (“Common Stock”)
     
 
(e)
CUSIP Number: None
     
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 §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 §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.
 
OCM VIIb Delaware directly holds 393,007 shares of common stock of the Issuer constituting 5.6% of the Issuer’s outstanding common stock and has the sole power to vote and dispose of such units.
 
Fund VIII Delaware directly holds 476,310 shares of common stock of the Issuer constituting 6.7% of the Issuer’s outstanding common stock and has the sole power to vote and dispose of such units.
 
Fund IX Delaware directly holds 247,725 shares of common stock of the Issuer constituting 3.5% of the Issuer’s outstanding common stock and has the sole power to vote and dispose of such units.
 
Fund GP, in its capacity as the general partner of OCM VIIb Delaware, Fund VIII Delaware and Fund IX Delaware, has the ability to direct the management of OCM VIIb Delaware, Fund VIII Delaware and Fund IX Delaware’s businesses, including the power to vote and dispose of securities held by OCM VIIb Delaware, Fund VIII Delaware and Fund IX Delaware; therefore, Fund GP may be deemed to beneficially own the shares of common stock of the Issuer held by OCM VIIb Delaware, Fund VIII Delaware and Fund IX Delaware.
 
VIII Parallel 2 directly holds 18,129 shares of common stock of the Issuer constituting 0.3% of the Issuer’s outstanding common stock and has the sole power to vote and dispose of such units.
 
Fund VIII GP, in its capacity as the general partner of VIII Parallel 2, has the ability to direct the management of VIII Parallel 2’s business, including the power to vote and dispose of securities held by VIII Parallel 2; therefore, Fund VIII GP may be deemed to beneficially own the shares of common stock of the Issuer held by VIII Parallel 2.
 
 
 
 
 

 
 
 
CUSIP No. None
SCHEDULE 13G
Page 28 of 38

 
 
 
Fund VIII GP Ltd., in its capacity as the general partner of Fund VIII GP, has the ability to direct the management of Fund VIII GP’s business, including the power to direct the decisions of Fund VIII GP regarding the vote and disposition of securities held by VIII Parallel 2; therefore, Fund VIII GP Ltd. may be deemed to have indirect beneficial ownership of the shares of common stock of the Issuer held by VIII Parallel 2.
 
HIF directly holds 123,498 shares of common stock of the Issuer constituting 1.7% of the Issuer’s outstanding common stock and has the sole power to vote and dispose of such units.
 
HIF GP, in its capacity as the general partner of HIF, has the ability to direct the management of HIF’s business, including the power to vote and dispose of securities held by HIF; therefore, HIF GP may be deemed to beneficially own the shares of common stock of the Issuer held by HIF.
 
HIF GP Ltd., in its capacity as the general partner of HIF GP, has the ability to direct the management of HIF GP’s business, including the power to direct the decisions of HIF GP regarding the vote and disposition of securities held by HIF; therefore, HIF GP Ltd. may be deemed to have indirect beneficial ownership of the shares of common stock of the Issuer held by HIF.
 
VOF Holdings directly holds 106,248 shares of common stock of the Issuer constituting 1.5% of the Issuer’s outstanding common stock and has the sole power to vote and dispose of such units.
 
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 common stock of the Issuer held by VOF Holdings.
 
IX Parallel 2 directly holds 2,275 shares of common stock of the Issuer constituting less than 0.1% of the Issuer’s outstanding common stock and has the sole power to vote and dispose of such units.
 
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 shares of common stock 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 IX Parallel 2; therefore, Fund IX GP Ltd. may be deemed to have indirect beneficial ownership of the shares of common stock of the Issuer held by IX Parallel 2.
 
GP I, in its capacity as the sole shareholder of each of Fund VIII GP Ltd., HIF GP Ltd., VOF GP Ltd. and Fund IX GP Ltd., has the ability to appoint and remove the directors and direct the management of the business of each of Fund VIII GP Ltd., HIF GP Ltd., VOF GP Ltd. and Fund IX GP Ltd.  As such, GP I has the power to direct the decisions of each of Fund VIII GP Ltd., HIF GP Ltd.,VOF GP Ltd. and Fund IX GP Ltd. regarding the vote and disposition of securities held by each of VIII Parallel 2, HIF, VOF Holdings and IX Parallel 2.  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 each of OCM VIIb Delaware, Fund VIII Delaware and Fund IX Delaware.  Therefore, GP I may be deemed to have indirect beneficial ownership of the shares of common stock of the Issuer held by each of VIII Parallel 2, HIF, VOF Holdings, IX Parallel 2, OCM VIIb Delaware, Fund VIII Delaware 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 VIII Parallel 2, HIF, VOF Holdings, IX Parallel 2, OCM VIIb Delaware, Fund VIII Delaware and Fund IX Delaware; therefore, Capital I may be deemed to have indirect beneficial ownership of the shares of common stock of the Issuer held by each of VIII Parallel 2, HIF, VOF Holdings, IX Parallel 2, OCM VIIb Delaware, Fund VIII Delaware and Fund IX Delaware.
 
 
 
 

 
 
 
CUSIP No. None
SCHEDULE 13G
Page 29 of 38

 
  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 VIII Parallel 2, HIF, VOF Holdings, IX Parallel 2, OCM VIIb Delaware, Fund VIII Delaware and Fund IX Delaware; therefore, Holdings I may be deemed to have indirect beneficial ownership of the shares of common stock of the Issuer held by each of VIII Parallel 2, HIF, VOF Holdings, IX Parallel 2, OCM VIIb Delaware, Fund VIII Delaware 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 VIII Parallel 2, HIF, VOF Holdings, IX Parallel 2, OCM VIIb Delaware, Fund VIII Delaware and Fund IX Delaware; therefore, Holdings may be deemed to have indirect beneficial ownership of the shares of common stock of the Issuer held by each of VIII Parallel 2, HIF, VOF Holdings, IX Parallel 2, OCM VIIb Delaware, Fund VIII Delaware and Fund IX Delaware.
 
Management, in its capacity as the sole director of each of Fund VIII GP Ltd., HIF GP Ltd., VOF GP Ltd. and Fund IX GP Ltd., has the ability to direct the management of VIII Parallel 2, HIF, VOF Holdings and IX Parallel 2, including the power to direct the decisions of VIII Parallel 2, HIF, VOF Holdings and IX Parallel 2 regarding the vote and disposition of securities held by each of VIII Parallel 2, HIF, VOF Holdings and IX Parallel 2; therefore, Management may be deemed to have indirect beneficial ownership of the shares of common stock of the Issuer held by each of VIII Parallel 2, HIF, VOF Holdings and IX Parallel 2.
 
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 VIII Parallel 2, HIF, VOF Holdings and IX Parallel 2; therefore, Holdings, Inc. may be deemed to have indirect beneficial ownership of the shares of common stock of the Issuer held by each of VIII Parallel 2, HIF, VOF Holdings and IX Parallel 2.
 
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 VIII Parallel 2, HIF, VOF Holdings and IX Parallel 2. 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 VIII Parallel 2, HIF, VOF Holdings, IX Parallel 2, OCM VIIb Delaware, Fund VIII Delaware and Fund IX Delaware.   Therefore, OCG may be deemed to have indirect beneficial ownership of the shares of common stock of the Issuer held by each of VIII Parallel 2, HIF, VOF Holdings, IX Parallel 2, OCM VIIb Delaware, Fund VIII Delaware and Fund IX Delaware.
 
OCGH GP, in its capacity as the duly appointed manager of OCG, has the ability to appoint and remove directors of OCG and, as such, may indirectly control the decisions of OCG regarding the vote and disposition of securities held by each of VIII Parallel 2, HIF, VOF Holdings, IX Parallel 2, OCM VIIb Delaware, Fund VIII Delaware and Fund IX Delaware; therefore, OCGH GP may be deemed to have indirect beneficial ownership of the shares of the common stock of the Issuer held by each of VIII Parallel 2, HIF, VOF Holdings, IX Parallel 2, OCM VIIb Delaware, Fund VIII Delaware and Fund IX Delaware.
 
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  
 
 
 
 

 
 
 
CUSIP No. None
SCHEDULE 13G
Page 30 of 38

 
  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 calculations of percentage ownership in this Schedule 13G are based on a total of 7,063,671 shares of common stock of the Issuer outstanding as of January 3, 2014, as disclosed on the Form 8-K.
   
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.
   
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.
   
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.


 
 
 
 

 
 
 
CUSIP No. None
SCHEDULE 13G
Page 31 of 38

 
 
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:  February 7, 2014.
 
 
OCM OPPORTUNITIES FUND VIIb DELAWARE, L.P.
 
       
 
By:
Its:
Oaktree Fund GP, LLC
General Partner
 
       
 
By:
Its:
Oaktree Fund GP I, L.P.
Managing Member
 
       
 
By:
/s/ Philip McDermott
 
 
Name:
Philip McDermott  
  Title:  Authorized Signatory  
       
 
By:
/s/ Emily Stephens
 
 
Name:
Emily Stephens  
  Title:  Authorized Signatory  
 
 
 
OAKTREE OPPORTUNITIES FUND VIII DELAWARE, L.P.
 
       
 
By:
Its:
Oaktree Fund GP, LLC
General Partner
 
       
 
By:
Its:
Oaktree Fund GP I, L.P.
Managing Member
 
       
 
By:
/s/ Philip McDermott
 
 
Name:
Philip McDermott  
  Title:  Authorized Signatory  
       
 
By:
/s/ Emily Stephens
 
 
Name:
Emily Stephens  
  Title:  Authorized Signatory  
 
 
 
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/ Philip McDermott
 
 
Name:
Philip McDermott  
  Title:  Authorized Signatory  
       
 
By:
/s/ Emily Stephens
 
 
Name:
Emily Stephens  
  Title:  Authorized Signatory  
 
 
 
 
 

 
 
 
CUSIP No. None
SCHEDULE 13G
Page 32 of 38

 
 
 
OAKTREE FUND GP, LLC
 
       
 
By:
Its:
Oaktree Fund GP I, L.P.
Managing Member
 
       
 
By:
/s/ Philip McDermott 
 
 
Name:
Philip McDermott  
  Title:  Authorized Signatory  
       
 
By:
/s/ Emily Stephens
 
 
Name:
Emily Stephens  
  Title:  Authorized Signatory  
 
 
 
OAKTREE OPPORTUNITIES FUND VIII (PARALLEL 2), L.P.
 
       
 
By:
Its:
Oaktree Opportunities Fund VIII GP, L.P.
General Partner
 
       
 
By:
Its:
Oaktree Opportunities Fund VIII GP Ltd.
General Partner
 
       
 
By:
Its:
Oaktree Capital Management, L.P.
Director
 
       
 
By:
/s/ Philip McDermott
 
 
Name:
Philip McDermott  
  Title:  Assistant Vice President  
       
 
By:
/s/ Emily Stephens
 
 
Name:
Emily Stephens
 
  Title:  Managing Director  
 
 
 
OAKTREE OPPORTUNITIES FUND VIII GP, L.P.
 
       
 
By:
Its:
Oaktree Opportunities Fund VIII GP Ltd.
General Partner
 
       
 
By:
Its:
Oaktree Capital Management, L.P.
Director
 
       
 
By:
/s/ Philip McDermott
 
 
Name:
Philip McDermott  
 
Title:
Assistant Vice President  
       
 
By:
/s/ Emily Stephens
 
 
Name:
Emily Stephens  
  Title:  Managing Director  
 
 
 
 
 

 
 
 
CUSIP No. None
SCHEDULE 13G
Page 33 of 38

 
 
 
OAKTREE OPPORTUNITIES FUND VIII GP LTD.
 
       
 
By:
Its:
Oaktree Capital Management, L.P.
Director
 
       
 
By:
/s/ Philip McDermott
 
 
Name:
Philip McDermott  
 
Title:
Assistant Vice President  
       
 
By:
/s/ Emily Stephens
 
 
Name:
Emily Stephens  
 
Title:
Managing Director  


 
OAKTREE HUNTINGTON INVESTMENT FUND, L.P.
 
       
 
By:
Its:
Oaktree Huntington Investment Fund GP, L.P.
General Partner
 
       
 
By:
Its:
Oaktree Huntington Investment Fund GP Ltd.
General Partner
 
       
 
By:
Its:
Oaktree Capital Management, L.P.
Director
 
       
 
By:
/s/ Philip McDermott
 
 
Name:
Philip McDermott  
  Title:  Assistant Vice President  
       
 
By:
/s/ Emily Stephens
 
 
Name:
Emily Stephens  
  Title:  Managing Director  
 
 
 
OAKTREE HUNTINGTON INVESTMENT FUND GP, L.P.
 
       
 
By:
Its:
Oaktree Huntington Investment Fund GP Ltd.
General Partner
 
       
 
By:
Its:
Oaktree Capital Management, L.P.
Director
 
       
 
By:
/s/ Philip McDermott
 
 
Name:
Philip McDermott  
  Title:  Assistant Vice President  
       
 
By:
/s/ Emily Stephens
 
 
Name:
Emily Stephens  
  Title:  Managing Director  

 
 
 

 
 
 
CUSIP No. None
SCHEDULE 13G
Page 34 of 38

 
 
 
OAKTREE HUNTINGTON INVESTMENT FUND GP LTD.
 
       
 
By:
Its:
Oaktree Capital Management, L.P.
Director
 
       
 
By:
/s/ Philip McDermott
 
 
Name:
Philip McDermott  
  Title:   Assistant Vice President  
       
 
By:
/s/ Emily Stephens
 
 
Name:
Emily Stephens  
  Title:  Managing Director  


 
OAKTREE VALUE OPPORTUNITIES FUND HOLDINGS, L.P.
 
       
 
By:
Its:
Oaktree Value Opportunities Fund GP, L.P.
General Partner
 
       
 
By:
Its:
Oaktree Value Opportunities Fund GP Ltd.
General Partner
 
       
 
By:
Its:
Oaktree Capital Management, L.P.
Director
 
       
 
By:
/s/ Philip McDermott
 
 
Name:
Philip McDermott  
  Title:  Assistant Vice President  
       
 
By:
/s/ Emily Stephens
 
 
Name:
Emily Stephens  
  Title:  Managing Director  

 
 
OAKTREE VALUE OPPORTUNITIES FUND GP, L.P.
 
       
 
By:
Its:
Oaktree Value Opportunities Fund GP Ltd.
General Partner
 
       
 
By:
Its:
Oaktree Capital Management, L.P.
Director
 
       
 
By:
/s/ Philip McDermott
 
 
Name:
Philip McDermott  
 
Title:
Assistant Vice President  
       
 
By:
/s/ Emily Stephens
 
 
Name:
Emily Stephens  
 
Title:
Managing Director  

 
 
 
 

 
 
 
CUSIP No. None
SCHEDULE 13G
Page 35 of 38

 
 
 
OAKTREE VALUE OPPORTUNITIES FUND GP LTD.
 
       
 
By:
Its:
Oaktree Capital Management, L.P.
Director
 
       
 
By:
/s/ Philip McDermott
 
 
Name:
Philip McDermott  
  Title:  Assistant Vice President  
       
 
By:
/s/ Emily Stephens
 
 
Name:
Emily Stephens  
  Title:  Managing Director  
 
 
 
OAKTREE OPPORTUNITIES FUND IX (PARALLEL 2), L.P.
 
       
 
By:
Its:
Oaktree Opportunities Fund IX GP, L.P.
General Partner
 
       
 
By:
Its:
Oaktree Opportunities Fund IX GP Ltd.
General Partner
 
       
 
By:
Its:
Oaktree Capital Management, L.P.
Director
 
       
 
By:
/s/ Philip McDermott
 
 
Name:
Philip McDermott  
  Title:  Assistant Vice President  
       
 
By:
/s/ Emily Stephens
 
 
Name:
Emily Stephens  
  Title:  Managing Director  
 
 
 
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/ Philip McDermott
 
 
Name:
Philip McDermott  
  Title:  Assistant Vice President  
       
 
By:
/s/ Emily Stephens
 
 
Name:
Emily Stephens  
  Title:  Managing Director  
 
 
 
 

 
 
 
CUSIP No. None
SCHEDULE 13G
Page 36 of 38

 
 
OAKTREE OPPORTUNITIES FUND IX GP LTD.
 
       
 
By:
Its:
Oaktree Capital Management, L.P.
Director
 
       
 
By:
/s/ Philip McDermott
 
 
Name:
Philip McDermott  
  Title:  Assistant Vice President  
       
 
By:
/s/ Emily Stephens
 
 
Name:
Emily Stephens  
  Title:  Managing Director  
 
 
 
OAKTREE FUND GP I, L.P.
 
       
 
By:
/s/ Philip McDermott
 
 
Name:
Philip McDermott  
 
Title:
Authorized Signatory  
       
 
By:
/s/ Emily Stephens
 
 
Name:
Emily Stephens  
  Title:  Authorized Signatory  

 
 
OAKTREE CAPITAL I, L.P.
 
       
 
By:
Its:
OCM Holdings I, LLC
General Partner
 
       
 
By:
/s/ Philip McDermott
 
 
Name:
Philip McDermott  
  Title:  Assistant Vice President  
       
 
By:
/s/ Emily Stephens
 
 
Name:
Emily Stephens  
  Title:  Managing Director  
 
 
 
 
 

 
 
 
CUSIP No. None
SCHEDULE 13G
Page 37 of 38

 
 
 
OCM HOLDINGS I, LLC
 
       
 
By:
/s/ Philip McDermott
 
 
Name:
Philip McDermott  
 
Title:
Assistant Vice President  
       
 
By:
/s/ Emily Stephens
 
 
Name:
Emily Stephens  
 
Title:
Managing Director  

 
 
OAKTREE HOLDINGS, LLC
 
       
 
By:
Its:
Oaktree Capital Group, LLC
Managing Member
 
       
 
By:
/s/ Philip McDermott
 
 
Name:
Philip McDermott  
  Title:  Assistant Vice President  
       
 
By:
/s/ Emily Stephens
 
 
Name:
Emily Stephens  
  Title:  Managing Director  

 
 
OAKTREE CAPITAL MANAGEMENT, L.P.
 
       
 
By:
/s/ Philip McDermott
 
 
Name:
Philip McDermott  
  Title:  Assistant Vice President  
       
 
By:
/s/ Emily Stephens
 
 
Name:
Emily Stephens  
  Title:  Managing Director  

 
 
 

 
 
 
CUSIP No. None
SCHEDULE 13G
Page 38 of 38

 
 
 
OAKTREE HOLDINGS, INC.
 
       
 
By:
/s/ Philip McDermott
 
 
Name:
Philip McDermott  
  Title:  Assistant Vice President  
       
 
By:
/s/ Emily Stephens
 
 
Name:
Emily Stephens  
  Title:  Managing Director  
 
 
 
OAKTREE CAPITAL GROUP, LLC
 
       
 
By:
/s/ Philip McDermott
 
 
Name:
Philip McDermott  
  Title:   Assistant Vice President  
       
 
By:
/s/ Emily Stephens
 
 
Name:
Emily Stephens  
  Title:   Managing Director  

 
 
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
 
       
 
By:
/s/ Philip McDermott
 
 
Name:
Philip McDermott  
  Title:  Assistant Vice President  
       
 
By:
/s/ Emily Stephens
 
 
Name:
Emily Stephens  
  Title:  Managing Director  
 
 
 
 
 
 

 

 
EXHIBIT I

JOINT FILING AGREEMENT
 
Pursuant to Rule 13(d)-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13G/A is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13G/A 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 February 7, 2014.
 
 
OCM OPPORTUNITIES FUND VIIb DELAWARE, L.P.
 
       
 
By:
Its:
Oaktree Fund GP, LLC
General Partner
 
       
 
By:
Its:
Oaktree Fund GP I, L.P.
Managing Member
 
       
 
By:
/s/ Philip McDermott
 
 
Name:
Philip McDermott  
  Title:  Authorized Signatory  
       
 
By:
/s/ Emily Stephens
 
 
Name:
Emily Stephens  
  Title:  Authorized Signatory  
 
 
 
OAKTREE OPPORTUNITIES FUND VIII DELAWARE, L.P.
 
       
 
By:
Its:
Oaktree Fund GP, LLC
General Partner
 
       
 
By:
Its:
Oaktree Fund GP I, L.P.
Managing Member
 
       
 
By:
/s/ Philip McDermott
 
 
Name:
Philip McDermott  
  Title:  Authorized Signatory  
       
 
By:
/s/ Emily Stephens
 
 
Name:
Emily Stephens  
  Title:  Authorized Signatory  
 
 
 
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/ Philip McDermott
 
 
Name:
Philip McDermott  
  Title:  Authorized Signatory  
       
 
By:
/s/ Emily Stephens
 
 
Name:
Emily Stephens  
  Title:  Authorized Signatory  
 
 
 
 
 

 
 
 
 
OAKTREE FUND GP, LLC
 
       
 
By:
Its:
Oaktree Fund GP I, L.P.
Managing Member
 
       
 
By:
/s/ Philip McDermott 
 
 
Name:
Philip McDermott  
  Title:  Authorized Signatory  
       
 
By:
/s/ Emily Stephens
 
 
Name:
Emily Stephens  
  Title:  Authorized Signatory  
 
 
 
OAKTREE OPPORTUNITIES FUND VIII (PARALLEL 2), L.P.
 
       
 
By:
Its:
Oaktree Opportunities Fund VIII GP, L.P.
General Partner
 
       
 
By:
Its:
Oaktree Opportunities Fund VIII GP Ltd.
General Partner
 
       
 
By:
Its:
Oaktree Capital Management, L.P.
Director
 
       
 
By:
/s/ Philip McDermott
 
 
Name:
Philip McDermott  
  Title:  Assistant Vice President  
       
 
By:
/s/ Emily Stephens
 
 
Name:
Emily Stephens
 
  Title:  Managing Director  
 
 
 
OAKTREE OPPORTUNITIES FUND VIII GP, L.P.
 
       
 
By:
Its:
Oaktree Opportunities Fund VIII GP Ltd.
General Partner
 
       
 
By:
Its:
Oaktree Capital Management, L.P.
Director
 
       
 
By:
/s/ Philip McDermott
 
 
Name:
Philip McDermott  
 
Title:
Assistant Vice President  
       
 
By:
/s/ Emily Stephens
 
 
Name:
Emily Stephens  
  Title:  Managing Director  
 
 
 
 
 

 
 
 
 
OAKTREE OPPORTUNITIES FUND VIII GP LTD.
 
       
 
By:
Its:
Oaktree Capital Management, L.P.
Director
 
       
 
By:
/s/ Philip McDermott
 
 
Name:
Philip McDermott  
 
Title:
Assistant Vice President  
       
 
By:
/s/ Emily Stephens
 
 
Name:
Emily Stephens  
 
Title:
Managing Director  


 
OAKTREE HUNTINGTON INVESTMENT FUND, L.P.
 
       
 
By:
Its:
Oaktree Huntington Investment Fund GP, L.P.
General Partner
 
       
 
By:
Its:
Oaktree Huntington Investment Fund GP Ltd.
General Partner
 
       
 
By:
Its:
Oaktree Capital Management, L.P.
Director
 
       
 
By:
/s/ Philip McDermott
 
 
Name:
Philip McDermott  
  Title:  Assistant Vice President  
       
 
By:
/s/ Emily Stephens
 
 
Name:
Emily Stephens  
  Title:  Managing Director  
 
 
 
OAKTREE HUNTINGTON INVESTMENT FUND GP, L.P.
 
       
 
By:
Its:
Oaktree Huntington Investment Fund GP Ltd.
General Partner
 
       
 
By:
Its:
Oaktree Capital Management, L.P.
Director
 
       
 
By:
/s/ Philip McDermott
 
 
Name:
Philip McDermott  
  Title:  Assistant Vice President  
       
 
By:
/s/ Emily Stephens
 
 
Name:
Emily Stephens  
  Title:  Managing Director  


 
 
 

 
 
 
<
 
OAKTREE HUNTINGTON INVESTMENT FUND GP LTD.
 
       
 
By:
Its:
Oaktree Capital Management, L.P.
Director
 
       
 
By:
/s/ Philip McDermott
 
 
Name:
Philip McDermott  
  Title:   Assistant Vice President  
       
 
By:
/s/ Emily Stephens