0000899243-20-023043.txt : 20200820
0000899243-20-023043.hdr.sgml : 20200820
20200820170658
ACCESSION NUMBER: 0000899243-20-023043
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200818
FILED AS OF DATE: 20200820
DATE AS OF CHANGE: 20200820
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Oaktree Huntington Investment Fund II, L.P.
CENTRAL INDEX KEY: 0001687181
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34198
FILM NUMBER: 201120769
BUSINESS ADDRESS:
STREET 1: C/O OAKTREE CAPITAL MANAGEMENT, L.P.
STREET 2: 333 S. GRAND AVENUE, 28TH FLOOR
CITY: LOS ANGELES
STATE: X1
ZIP: 90071
BUSINESS PHONE: 213-830-6300
MAIL ADDRESS:
STREET 1: C/O OAKTREE CAPITAL MANAGEMENT, L.P.
STREET 2: 333 S. GRAND AVENUE, 28TH FLOOR
CITY: LOS ANGELES
STATE: X1
ZIP: 90071
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Partners Ltd
CENTRAL INDEX KEY: 0001540229
STATE OF INCORPORATION: A6
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34198
FILM NUMBER: 201120770
BUSINESS ADDRESS:
STREET 1: 181 BAY STREET
STREET 2: BROOKFIELD PLACE, SUITE 300
CITY: TORONTO
STATE: A6
ZIP: M5J2T3
BUSINESS PHONE: 416 956 5812
MAIL ADDRESS:
STREET 1: 181 BAY STREET
STREET 2: BROOKFIELD PLACE, SUITE 300
CITY: TORONTO
STATE: A6
ZIP: M5J2T3
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: SunOpta Inc.
CENTRAL INDEX KEY: 0000351834
STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-FARM PRODUCT RAW MATERIALS [5150]
IRS NUMBER: 000000000
STATE OF INCORPORATION: Z4
FISCAL YEAR END: 0102
BUSINESS ADDRESS:
STREET 1: 2233 ARGENTIA ROAD
STREET 2: SUITE 401
CITY: MISSISSAUGA
STATE: A6
ZIP: L5N 2X7
BUSINESS PHONE: (905) 455-1990
MAIL ADDRESS:
STREET 1: 2233 ARGENTIA ROAD
STREET 2: SUITE 401
CITY: MISSISSAUGA
STATE: A6
ZIP: L5N 2X7
FORMER COMPANY:
FORMER CONFORMED NAME: SUNOPTA INC
DATE OF NAME CHANGE: 20031107
FORMER COMPANY:
FORMER CONFORMED NAME: STAKE TECHNOLOGY LTD
DATE OF NAME CHANGE: 19940901
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2020-08-18
0
0000351834
SunOpta Inc.
STKL
0001687181
Oaktree Huntington Investment Fund II, L.P.
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES
CA
90071
0
0
1
0
0001540229
Partners Ltd
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES
CA
90071
0
0
1
0
Cash-Settled Total Return Swap
6.05
2020-08-18
4
P
1
1
0.00
A
2020-08-18
2023-08-18
Common Shares
544981
1
D
Represents the derivative security (but not the underlying security referenced thereby) owned directly by Oaktree Huntington Investment Fund II, L.P. ("OHIF"). This Form 4 is also being filed by (i) Oaktree Huntington Investment Fund II GP, L.P. ("OHIF GP") in its capacity as general partner of OHIF GP; (ii) Oaktree Fund GP, LLC ("Fund GP") in its capacity as general partner of OHIF GP; (iii) Oaktree Fund GP I, L.P. ("GP I") in its capacity as managing member of Fund GP; (iv) Oaktree Capital I, L.P. ("Capital I") in its capacity as the general partner of GP I; (v) OCM Holdings I, LLC ("Holdings I") in its capacity as the general partner of Capital I; (vi) Oaktree Holdings, LLC ("Holdings LLC") in its capacity as the managing member of Holdings I;.
(Continued from Footnote 1) (vii) Oaktree Capital Group, LLC ("OCG") in its capacity as the managing member of Holdings LLC; (viii) Oaktree Capital Group Holdings GP, LLC ("OCGH GP") in its capacity as the duly appointed manager of OCG; (ix) Brookfield Asset Management, Inc. ("BAM") in its capacity as the indirect owner of the class A units of OCG; and (x) Partners Limited, in its capacity as the sole owner of Class B Limited Voting Shares of BAM (each a "Reporting Person" and, collectively, the "Reporting Persons").
Each Reporting Person disclaims beneficial ownership of all equity securities reported herein except to the extent of its respective pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4.
OHIF (the "Trading Fund") has entered into a cash-settled total return swap with respect to the number of common shares of SunOpta Inc. (the "Issuer") specified herein (the "Cash-Settled Swap"). The Cash-Settled Swap provides the Trading Fund with economic results that are comparable to the economic results of ownership of 544,981 of the Issuer's common shares (the "Subject Shares"). Upon termination of the the Cash-Settled Swap, the Trading Fund will be obligated to pay to the counterparty any negative price performance of the terminated quantity of the Subject Shares, and the counterparty will be obligated to pay the Trading Fund any positive price performance of the specified quantity of the Subject Shares, in each case subject to customary adjustments and limitations.
(Continued from Footnote 4) The Cash-Settled Swap was initially executed at a price of $6.05000. The Cash-Settled Swap is exclusively cash-settled and does not provide the Trading Fund with the direct or indirect power to vote or direct the voting or dispose of or direct the disposition of the Subject Shares. Additionally, the Cash-Settled Swap does not require the counterparty thereto to acquire, hold, vote or dispose of any securities of the Issuer, including without limitation, the Subject Shares. The counterparties to the Cash-Settled Swap are unaffiliated third party financial institutions. The Cash-Settled Swap may generally be terminated by the Trading Funds on any business day, subject to customary adjustments and limitations.
Under the terms of the Cash-Settled Swap, generally, the Trading Fund will be obligated to pay to the counterparty certain fees and commissions and the counterparty will be obligated to pay to the Trading Fund an amount in cash equal to any dividends on the Subject Shares, subject to customary adjustments and limitations.
Reflects the initial price under the Cash-Settled Swap.
See Footnote 4 above discussing the Trading Fund's ability to terminate the Cash-Settled Swap on any business day, subject to customary adjustments and limitations.
Form 2 of 2.
PARTNERS LIMITED By: /s/ Brian Lawson, President
2020-08-20