0001319244-19-000089.txt : 20191125 0001319244-19-000089.hdr.sgml : 20191125 20191125170131 ACCESSION NUMBER: 0001319244-19-000089 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20191125 DATE AS OF CHANGE: 20191125 GROUP MEMBERS: INTEGRATED CORE STRATEGIES (US) LLC GROUP MEMBERS: ISRAEL A. ENGLANDER GROUP MEMBERS: MILLENNIUM GROUP MANAGEMENT LLC GROUP MEMBERS: MILLENNIUM MANAGEMENT LLC GROUP MEMBERS: RIVERVIEW GROUP LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Oaktree Acquisition Corp. CENTRAL INDEX KEY: 0001773751 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-91087 FILM NUMBER: 191246868 BUSINESS ADDRESS: STREET 1: 333 S. GRAND AVE. STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2138306739 MAIL ADDRESS: STREET 1: 333 S. GRAND AVE. STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRATED CORE STRATEGIES (US) LLC CENTRAL INDEX KEY: 0001319244 IRS NUMBER: 202196675 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O MILLENNIUM MANAGEMENT LLC STREET 2: 666 FIFTH AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 BUSINESS PHONE: (212) 841-4100 MAIL ADDRESS: STREET 1: C/O MILLENNIUM MANAGEMENT LLC STREET 2: 666 FIFTH AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 FORMER COMPANY: FORMER CONFORMED NAME: Springview Group LLC DATE OF NAME CHANGE: 20050228 SC 13G 1 OAC_SC13G.htm SCHEDULE 13G

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

SCHEDULE 13G
Under the Securities Exchange Act of 1934

OAKTREE ACQUISITION CORP.
(Name of Issuer)

CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)

G67145105
(CUSIP Number)

NOVEMBER 18, 2019
(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)

     þ Rule 13d-1(c)

     o Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).



                     
CUSIP No.
 
G67145105

SCHEDULE 13G

Page  
2
  of   
13

1
 NAMES OF REPORTING PERSONS
 
 Integrated Core Strategies (US) LLC
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
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

 -0-
6
 SHARED VOTING POWER

 505,360
 
7
 SOLE DISPOSITIVE POWER

 -0-
 
8
 SHARED DISPOSITIVE POWER

 505,360
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 505,360
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 2.5%
12 TYPE OF REPORTING PERSON

 OO


                     
CUSIP No.
 
G67145105

SCHEDULE 13G

Page  
3
  of   
13

1
 NAMES OF REPORTING PERSONS
 
 Riverview Group LLC
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
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

 -0-
6
 SHARED VOTING POWER

 724,001
 
7
 SOLE DISPOSITIVE POWER

 -0-
 
8
 SHARED DISPOSITIVE POWER

 724,001
 
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 724,001
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 3.6%
12 TYPE OF REPORTING PERSON

 
OO


                     
CUSIP No.
 
G67145105

SCHEDULE 13G

Page  
4
  of   
13

1
 NAMES OF REPORTING PERSONS
 
 Millennium Management LLC
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
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

 -0-
6
 SHARED VOTING POWER

 1,229,361
 
7
 SOLE DISPOSITIVE POWER

 -0-
 
8
 SHARED DISPOSITIVE POWER

 1,229,361
 
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 1,229,361
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 6.1%
12 TYPE OF REPORTING PERSON

 
OO


                     
CUSIP No.
 
G67145105

SCHEDULE 13G

Page  
5
  of   
13

1
 NAMES OF REPORTING PERSONS
 
 Millennium Group Management LLC
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
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

 -0-
6
 SHARED VOTING POWER

 1,229,361
 
7
 SOLE DISPOSITIVE POWER

 -0-
 
8
 SHARED DISPOSITIVE POWER

 1,229,361
 
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 1,229,361
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 6.1%
12 TYPE OF REPORTING PERSON

 
OO


                     
CUSIP No.
 
G67145105

SCHEDULE 13G

Page  
6
  of   
13

1
 NAMES OF REPORTING PERSONS
 
 Israel A. Englander
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
3
 SEC USE ONLY
4
 CITIZENSHIP OR PLACE OF ORGANIZATION

 United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
 SOLE VOTING POWER

 -0-
6
 SHARED VOTING POWER

 1,229,361
 
7
 SOLE DISPOSITIVE POWER

 -0-
 
8
 SHARED DISPOSITIVE POWER

 1,229,361
 
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 1,229,361
10
 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 6.1%
12
 TYPE OF REPORTING PERSON

 IN

                     
CUSIP No.
 
G67145105

 SCHEDULE 13G

Page  
7
  of   
13
 
Item 1.    
 
(a) Name of Issuer:
 
   
 
  Oaktree Acquisition Corp., a Cayman Islands exempted company (the "Issuer").
 
   
 
(b) Address of Issuer’s Principal Executive Offices:
 
   
 
 

333 South Grand Avenue, 28th Floor
Los Angeles, California 90071

     
Item 2.
(a) Name of Person Filing:
 
(b) Address of Principal Business Office:
 
(c) Citizenship:
     
 
  Integrated Core Strategies (US) LLC
c/o Millennium Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware
 
   
 
  Riverview Group LLC
c/o Millennium Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware
 
   
 
  Millennium Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware
 
   
 
  Millennium Group Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware
 
   
 
  Israel A. Englander
c/o Millennium Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: United States
 
   
  (d) Title of Class of Securities:
Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares")
 
  (e) CUSIP Number:
     
    G67145105


                     
CUSIP No.
 
G67145105

SCHEDULE 13G

Page  
8
  of   
13

Item 3.  If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

 
  (a)   o   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
             
 
  (b)   o   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
             
 
  (c)   o   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
             
 
  (d)   o   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
             
 
  (e)   o   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
             
 
  (f)   o    An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

                     
CUSIP No.
 
G67145105

 SCHEDULE 13G

Page  
9
  of   
13
             
 
  (g)   o   A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
             
 
  (h)   o   A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
             
 
  (i)   o   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
             
 
  (j)   o   Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership

   Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount Beneficially Owned:

   As of the close of business on November 22, 2019, the reporting persons beneficially owned an aggregate of 1,229,361 of the Issuer’s Class A Ordinary Shares (consisting of 505,360 of the Issuer’s units and 724,001 of the Issuer’s Class A Ordinary Shares) or 6.1% of the Issuer’s Class A Ordinary Shares outstanding. Each unit consists of one of the Issuer’s Class A Ordinary Shares and one-third of one warrant. Each whole warrant entitles the holder to purchase one of the Issuer’s Class A Ordinary Shares. The Issuer’s warrants will become exercisable on the later of 30 days after the completion of the Issuer’s initial business combination or 12 months from the closing of the Issuer’s initial public offering. Specifically, as of the close of business on November 22, 2019:

   i) Integrated Core Strategies (US) LLC, a Delaware limited liability company ("Integrated Core Strategies"), beneficially owned 505,360 of the Issuer’s Class A Ordinary Shares as it held 505,360 of the Issuer’s units;

   ii) Riverview Group LLC, a Delaware limited liability company ("Riverview Group"), beneficially owned 724,001 of the Issuer’s Class A Ordinary Shares as it held 724,001 of the Issuer’s Class A Ordinary Shares, which collectively with the other foregoing reporting person represented 1,229,361 of the Issuer’s Class A Ordinary Shares or 6.1% of the Issuer’s Class A Ordinary Shares outstanding.

   Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the general partner of the managing member of Integrated Core Strategies and Riverview Group and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies and Riverview Group.

   Millennium Group Management LLC, a Delaware limited liability company ("Millennium Group Management"), is the managing member of Millennium Management and may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies and Riverview Group.

   The managing member of Millennium Group Management is a trust of which Israel A. Englander, a United States citizen ("Mr. Englander"), currently serves as the sole voting trustee. Therefore, Mr. Englander may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies and Riverview Group.

   The foregoing should not be construed in and of itself as an admission by Millennium Management, Millennium Group Management or Mr. Englander as to beneficial ownership of the securities owned by Integrated Core Strategies or Riverview Group, as the case may be.

(b) Percent of Class:   

   As of the close of business on November 22, 2019, Millennium Management, Millennium Group Management and Mr. Englander may be deemed to have beneficially owned 1,229,361 of the Issuer’s Class A Ordinary Shares or 6.1% of the Issuer’s Class A Ordinary Shares outstanding (see Item 4(a) above), which percentage was calculated based on 20,125,000 of the Issuer’s Class A Ordinary Shares outstanding as of November 12, 2019, as per the Issuer’s Form 10-Q dated November 12, 2019.


                     
CUSIP No.
 
G67145105

 SCHEDULE 13G

Page  
10
  of   
13

 (c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote

   -0-

(ii) Shared power to vote or to direct the vote

   1,229,361 (See Item 4(b))

 (iii) Sole power to dispose or to direct the disposition of

   -0-

(iv) Shared power to dispose or to direct the disposition of

   1,229,361 (See Item 4(b))

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

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

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

    Not applicable.

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

    Not applicable.

Item 8. Identification and Classification of Members of the Group

    See Exhibit I.

Item 9. Notice of Dissolution of Group

    Not applicable.

Item 10. Certification 

   By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


                     
CUSIP No.
 
G67145105

SCHEDULE 13G

Page  
11
  of   
13

Exhibits:

Exhibit I: Joint Filing Agreement, dated as of November 22, 2019, by and among Integrated Core Strategies (US) LLC, Riverview Group LLC, Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander.


                     
CUSIP No.
 
G67145105

SCHEDULE 13G

Page  
12
  of   
13
                     
     

SIGNATURE

             

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated: November 22, 2019

INTEGRATED CORE STRATEGIES (US) LLC

By: Integrated Holding Group LP,
       its Managing Member

By: Millennium Management LLC,
       its General Partner

By: /s/ Mark Meskin

Name: Mark Meskin
Title:  Chief Trading Officer

 

RIVERVIEW GROUP LLC

By: Integrated Holding Group LP,
       its Managing Member

By: Millennium Management LLC,
       its General Partner

By: /s/ Mark Meskin

Name: Mark Meskin
Title:  Chief Trading Officer

 

MILLENNIUM MANAGEMENT LLC

By: /s/ Mark Meskin

Name: Mark Meskin
Title:  Chief Trading Officer

 

MILLENNIUM GROUP MANAGEMENT LLC

By: /s/ Mark Meskin

Name: Mark Meskin
Title:  Chief Trading Officer

 

/s/ Israel A. Englander

Israel A. Englander



                     
CUSIP No.
 
G67145105

SCHEDULE 13G

Page  
13
  of   
13
                     
      EXHIBIT I              
                     
      JOINT FILING AGREEMENT              

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A Ordinary Shares, par value $0.0001 per share, of Oaktree Acquisition Corp., a Cayman Islands exempted company, will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: November 22, 2019

INTEGRATED CORE STRATEGIES (US) LLC

By: Integrated Holding Group LP,
       its Managing Member

By: Millennium Management LLC,
       its General Partner

By: /s/ Mark Meskin

Name: Mark Meskin
Title:  Chief Trading Officer

 

RIVERVIEW GROUP LLC

By: Integrated Holding Group LP,
       its Managing Member

By: Millennium Management LLC,
       its General Partner

By: /s/ Mark Meskin

Name: Mark Meskin
Title:  Chief Trading Officer

 

MILLENNIUM MANAGEMENT LLC

By: /s/ Mark Meskin

Name: Mark Meskin
Title:  Chief Trading Officer

 

MILLENNIUM GROUP MANAGEMENT LLC

By: /s/ Mark Meskin

Name: Mark Meskin
Title:  Chief Trading Officer

 

/s/ Israel A. Englander

Israel A. Englander