SC 13D/A 1 d334726dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

tronc, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

89703P107

(CUSIP Number)

Todd E. Molz

General Counsel, Chief Administrative Officer and Secretary

Oaktree Capital Group Holdings GP, LLC

333 South Grand Avenue, 28th Floor

Los Angeles, California 90071

(213) 830-6300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 20, 2017

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ☐

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* 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. 89703P107   SCHEDULE 13D/A   PAGE 2 OF 19 PAGES

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Oaktree Tribune, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS*

 

OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7    

SOLE VOTING POWER

 

None

     8   

SHARED VOTING POWER

 

None

     9   

SOLE DISPOSITIVE POWER

 

None

   10   

SHARED DISPOSITIVE POWER

 

None

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

None

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ☐

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

None

14.  

TYPE OF REPORTING PERSON*

 

PN – Limited Partnership

 

* See Instructions

CUSIP No. 89703P107   SCHEDULE 13D/A   PAGE 3 OF 19 PAGES

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Oaktree AIF Investments, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS*

 

Not applicable

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7    

SOLE VOTING POWER

 

None

     8   

SHARED VOTING POWER

 

None

     9   

SOLE DISPOSITIVE POWER

 

None

   10   

SHARED DISPOSITIVE POWER

 

None

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

None

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ☐

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

None

14.  

TYPE OF REPORTING PERSON*

 

PN – Limited Partnership

 

* See Instructions

CUSIP No. 89703P107   SCHEDULE 13D/A   PAGE 4 OF 19 PAGES

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Oaktree AIF Holdings, Inc.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS*

 

Not applicable

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7    

SOLE VOTING POWER

 

None

     8   

SHARED VOTING POWER

 

None

     9   

SOLE DISPOSITIVE POWER

 

None

   10   

SHARED DISPOSITIVE POWER

 

None

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

None

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ☐

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

None

14.  

TYPE OF REPORTING PERSON*

 

CO – Corporation

 

* See Instructions

CUSIP No. 89703P107   SCHEDULE 13D/A   PAGE 5 OF 19 PAGES

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Oaktree Capital Group Holdings, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS*

 

Not applicable

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7    

SOLE VOTING POWER

 

None

     8   

SHARED VOTING POWER

 

None

     9   

SOLE DISPOSITIVE POWER

 

None

   10   

SHARED DISPOSITIVE POWER

 

None

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

None

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ☐

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

None

14.  

TYPE OF REPORTING PERSON*

 

PN – Limited Partnership

 

* See Instructions

CUSIP No. 89703P107   SCHEDULE 13D/A   PAGE 6 OF 19 PAGES

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

OCM FIE, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS*

 

OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7    

SOLE VOTING POWER

 

None

     8   

SHARED VOTING POWER

 

None

     9   

SOLE DISPOSITIVE POWER

 

None

   10   

SHARED DISPOSITIVE POWER

 

None

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

None

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ☐

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

None

14.  

TYPE OF REPORTING PERSON*

 

OO – Limited Liability Company

 

* See Instructions

CUSIP No. 89703P107   SCHEDULE 13D/A   PAGE 7 OF 19 PAGES

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Oaktree Fund GP, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS*

 

Not applicable

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7    

SOLE VOTING POWER

 

None

     8   

SHARED VOTING POWER

 

None

     9   

SOLE DISPOSITIVE POWER

 

None

   10   

SHARED DISPOSITIVE POWER

 

None

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

None

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ☐

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

None

14.  

TYPE OF REPORTING PERSON*

 

OO – Limited Liability Company

 

* See Instructions

CUSIP No. 89703P107   SCHEDULE 13D/A   PAGE 8 OF 19 PAGES

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Oaktree Fund GP I, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS*

 

Not applicable

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7    

SOLE VOTING POWER

 

None

     8   

SHARED VOTING POWER

 

None

     9   

SOLE DISPOSITIVE POWER

 

None

   10   

SHARED DISPOSITIVE POWER

 

None

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

None

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ☐

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

None

14.  

TYPE OF REPORTING PERSON*

 

PN – Limited Partnership

 

* See Instructions

CUSIP No. 89703P107   SCHEDULE 13D/A   PAGE 9 OF 19 PAGES

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Oaktree Capital I, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS*

 

Not applicable

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7    

SOLE VOTING POWER

 

None

     8   

SHARED VOTING POWER

 

None

     9   

SOLE DISPOSITIVE POWER

 

None

   10   

SHARED DISPOSITIVE POWER

 

None

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

None

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ☐

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

None

14.  

TYPE OF REPORTING PERSON*

 

PN – Limited Partnership

 

* See Instructions

CUSIP No. 89703P107   SCHEDULE 13D/A   PAGE 10 OF 19 PAGES

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

OCM Holdings I, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS*

 

Not applicable

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7    

SOLE VOTING POWER

 

None

     8   

SHARED VOTING POWER

 

None

     9   

SOLE DISPOSITIVE POWER

 

None

   10   

SHARED DISPOSITIVE POWER

 

None

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

None

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ☐

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

None

14.  

TYPE OF REPORTING PERSON*

 

OO – Limited Liability Company

 

* See Instructions

CUSIP No. 89703P107   SCHEDULE 13D/A   PAGE 11 OF 19 PAGES

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Oaktree Holdings, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS*

 

Not applicable

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7    

SOLE VOTING POWER

 

None

     8   

SHARED VOTING POWER

 

None

     9   

SOLE DISPOSITIVE POWER

 

None

   10   

SHARED DISPOSITIVE POWER

 

None

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

None

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ☐

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

None

14.  

TYPE OF REPORTING PERSON*

 

OO – Limited Liability Company

 

* See Instructions

CUSIP No. 89703P107   SCHEDULE 13D/A   PAGE 12 OF 19 PAGES

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Oaktree Capital Group, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS*

 

Not applicable

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7    

SOLE VOTING POWER

 

None

     8   

SHARED VOTING POWER

 

None

     9   

SOLE DISPOSITIVE POWER

 

None

   10   

SHARED DISPOSITIVE POWER

 

None

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

None

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ☐

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

None

14.  

TYPE OF REPORTING PERSON*

 

OO – Limited Liability Company

 

* See Instructions

CUSIP No. 89703P107   SCHEDULE 13D/A   PAGE 13 OF 19 PAGES

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Oaktree Capital Group Holdings GP, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS*

 

Not applicable

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7    

SOLE VOTING POWER

 

None

     8   

SHARED VOTING POWER

 

None

     9   

SOLE DISPOSITIVE POWER

 

None

   10   

SHARED DISPOSITIVE POWER

 

None

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

None

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ☐

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

None

14.  

TYPE OF REPORTING PERSON*

 

OO – Limited Liability Company

 

* See Instructions

CUSIP No. 89703P107   SCHEDULE 13D/A   PAGE 14 OF 19 PAGES

 

This Amendment No. 7 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on August 14, 2014, as amended by that certain Amendment No. 1 filed with SEC on May 6, 2016, that certain Amendment No. 2 filed with the SEC on May 18, 2016, that certain Amendment No. 3 filed with the SEC on May 23, 2016, that certain Amendment No. 4 filed with the SEC on June 3, 2016, that certain Amendment No. 5 filed with the SEC on June 13, 2016, and that certain Amendment No. 6 filed with the SEC on March 2, 2017 (collectively, this “Schedule 13D”), by (i) Oaktree Tribune, L.P., a Delaware limited partnership, (ii) Oaktree AIF Investments, L.P., a Delaware limited partnership, (iii) Oaktree AIF Holdings, Inc., a Delaware corporation, (iv) Oaktree Capital Group Holdings, L.P., a Delaware limited partnership, (v) OCM FIE, LLC, a Delaware limited liability company, (vi) Oaktree Fund GP, LLC, a Delaware limited liability company, (vii) Oaktree Fund GP I, L.P., a Delaware limited partnership, (viii) Oaktree Capital I, L.P., a Delaware limited partnership, (ix) OCM Holdings I, LLC, a Delaware limited liability company, (x) Oaktree Holdings, LLC, a Delaware limited liability company, (xi) Oaktree Capital Group, LLC, a Delaware limited liability company, and (xii) Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (collectively, the “Reporting Persons”), with respect to the common stock, par value $0.01 per share (the “Common Shares”) of tronc, Inc., a Delaware corporation (the “Issuer”).

The filing of any amendment to this Schedule 13D (including the filing of this Amendment No. 7) shall not be construed to be an admission by the Reporting Persons that a material change has occurred in the facts set forth in this Schedule 13D or that such amendment is required under Rule 13d-2 of the Securities Exchange Act of 1934, as amended.

ITEM 1. SECURITY AND ISSUER.

Item 1 of this Schedule 13D is hereby replaced in its entirety with the following information:

This Schedule 13D relates to the common stock, par value $0.01 per share (the “Common Shares”), of tronc, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 435 North Michigan Avenue, Chicago IL 60611.

ITEM 4. PURPOSE OF TRANSACTION.

Item 4 of this Schedule 13D is hereby amended to include the following information:

The amendment to Item 6 below is incorporated herein by reference.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Item 5 of this Schedule 13D is hereby replaced in its entirety with the following information:

(a) and (b)

The information contained on the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5.

CUSIP No. 89703P107   SCHEDULE 13D/A   PAGE 15 OF 19 PAGES

 

Pursuant to the transactions described in Item 6, Oaktree Tribune no longer holds any Common Shares or any power to vote or dispose of any Common Shares.

AIF Investments, in its capacity as the general partner of Oaktree Tribune, has the ability to direct the management of Oaktree Tribune’s business, including the power to vote and dispose of securities held by Oaktree Tribune; therefore, AIF Investments may be deemed to beneficially own any such securities.

AIF Holdings, in its capacity as the general partner of AIF Investments, has the ability to direct the management of AIF Investments’s business, including the power to direct the decisions of AIF Investments regarding the voting and disposition of securities held by Oaktree Tribune; therefore, AIF Holdings may be deemed to have indirect beneficial ownership of any such securities.

OCGH, in its capacity as the holder of all of the voting shares of AIF Holdings, has the ability to appoint and remove the directors and direct the management of the business of AIF Holdings. As such, OCGH has the power to direct the decisions of AIF Holdings regarding the voting and disposition of securities held by Oaktree Tribune; therefore, OCGH may be deemed to have indirect beneficial ownership of any such securities.

Pursuant to the transactions described in Item 6, FIE no longer holds any Common Shares or any power to vote or dispose of any Common Shares.

GP, in its capacity as the general partner of FIE, has the ability to direct the management of FIE’s business, including the power to direct the decisions of FIE regarding the voting and disposition of securities held by FIE; therefore, GP may be deemed to beneficially own any such securities.

GP I, in its capacity as the managing member of GP, has the ability to direct the management of GP’s business, including the power to vote and dispose of securities held by FIE; therefore GP I may be deemed to have indirect beneficial ownership of any such securities.

Capital I, in its capacity as the general partner of GP I, has the ability to direct the management of GP I’s business, including the power to vote and dispose of securities held by FIE; therefore Capital I may be deemed to have indirect beneficial ownership of any such securities.

Holdings I, in its capacity as the general partner of Capital I, has the ability to direct the management of Capital I’s business, including the power to direct the decisions of Capital I regarding the voting and disposition of securities held by FIE; therefore Holdings I may be deemed to have indirect beneficial ownership of any such securities.

Holdings, in its capacity as the managing member of Holdings I, has the ability to direct the management of Holdings I’s business, including the power to direct the decisions of Holdings I regarding the voting and disposition of securities held by FIE; therefore Holdings may be deemed to have indirect beneficial ownership of any such securities.

OCG, in its capacity as managing member of Holdings, has the ability to direct the management of Holdings’s business, including the power to direct the decisions of Holdings regarding the voting and disposition of securities held by FIE; therefore OCG may be deemed to have indirect beneficial ownership of any such securities.

OCGH GP, (i) in its capacity as the duly elected manager of OCG, has the ability to appoint and remove directors of OCG and, as such, may indirectly control the decisions of OCG regarding the voting and disposition of securities held by FIE; and, (ii) in its capacity as the general partner of OCGH, has the ability to direct the management of OCGH’s business, including the power to direct the decisions of OCGH regarding the voting and disposition of securities held by Oaktree Tribune. Therefore OCGH GP may be deemed to have indirect beneficial ownership of any securities owned directly by Oaktree Tribune and FIE, respectively.

CUSIP No. 89703P107   SCHEDULE 13D/A   PAGE 16 OF 19 PAGES

 

(c)

Except for the transactions described herein in Items 4 and 6, there have been no other transactions in the securities of the Issuer effected by any Reporting Person within the last 60 days.

(d) and (e)

Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Item 6 of this Schedule 13D is hereby amended to include the following information:

Pursuant to an agreement previously reported by the Reporting Persons in this Schedule 13D on March 2, 2017, on March 20, 2017, Oaktree Tribune sold 950,000 Common Shares to Nant Capital, LLC at a price of $14.60 per share for an aggregate purchase price of $13,870,000.

On March 23, 2017, Oaktree Tribune and FIE sold all of their remaining Common Shares to the Company at a price of $15.00 per share for an aggregate purchase price of $56,189,205 (with 3,741, 371 Common Shares sold by Oaktree Tribune for a purchase price of $56,120,565 and 4,576 Common Shares sold by FIE for a purchase price of $68,640). The purchase agreement among Oaktree Tribune, FIE, certain related Oaktree funds that have an economic interest in the Common Shares that were sold, and the Company, dated March 23, 2017 (the “Purchase Agreement”), is filed herewith as Exhibit 1 and incorporated by reference herein. The Purchase Agreement includes, among other provisions, a potential purchase price adjustment for the benefit of Oaktree Tribune and FIE in the event of a “Change of Control” (as defined therein) of the Company, certain standstill obligations, and mutual non-disparagement and release provisions. This description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement.

ITEM 7. Material to be Filed as Exhibits.

Item 7 of this Schedule 13D is hereby amended to include the following exhibit:

 

Exhibit No.

     

Description

1      Purchase Agreement, dated March 23, 2017, among Oaktree Tribune, FIE, certain Oaktree funds named therein, and the Company.

CUSIP No. 89703P107   SCHEDULE 13D/A   PAGE 17 OF 19 PAGES

 

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: March 23, 2017

 

OAKTREE TRIBUNE, L.P.
By:   Oaktree AIF Investments, L.P.
Its:   General Partner
By:  

/s/ Jordan Mikes

Name:   Jordan Mikes
Title:   Vice President
OAKTREE AIF INVESTMENTS, L.P.
By:  

/s/ Jordan Mikes

Name:   Jordan Mikes
Title:   Vice President
OAKTREE AIF HOLDINGS, INC.
By:  

/s/ Jordan Mikes

Name:   Jordan Mikes
Title:   Vice President
OAKTREE CAPITAL GROUP HOLDINGS, L.P.
By:   Oaktree Capital Group Holdings GP, LLC
Its:   General Partner
By:  

/s/ Jordan Mikes

Name:   Jordan Mikes
Title:   Vice President
OCM FIE, LLC
By:  

/s/ Jordan Mikes

Name:   Jordan Mikes
Title:   Authorized Signatory

CUSIP No. 89703P107   SCHEDULE 13D/A   PAGE 18 OF 19 PAGES

 

 

OAKTREE FUND GP, LLC
By:   Oaktree Fund GP I, L.P.
Its:   Managing Member
By:  

/s/ Jordan Mikes

Name:   Jordan Mikes
Title:   Authorized Signatory
OAKTREE FUND GP I, L.P.
By:  

/s/ Jordan Mikes

Name:   Jordan Mikes
Title:   Authorized Signatory
OAKTREE CAPITAL I, L.P.
By:  

/s/ Jordan Mikes

Name:   Jordan Mikes
Title:   Vice President
OCM HOLDINGS I, LLC
By:  

/s/ Jordan Mikes

Name:   Jordan Mikes
Title:   Vice President
OAKTREE HOLDINGS, LLC
By:  

/s/ Jordan Mikes

Name:   Jordan Mikes
Title:   Vice President
OAKTREE CAPITAL GROUP, LLC
By:  

/s/ Jordan Mikes

Name:   Jordan Mikes
Title:   Vice President

CUSIP No. 89703P107   SCHEDULE 13D/A   PAGE 19 OF 19 PAGES

 

 

OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
By:  

/s/ Jordan Mikes

Name:   Jordan Mikes
Title:   Vice President