0000899243-21-007575.txt : 20210222 0000899243-21-007575.hdr.sgml : 20210222 20210222173817 ACCESSION NUMBER: 0000899243-21-007575 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210222 FILED AS OF DATE: 20210222 DATE AS OF CHANGE: 20210222 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: 21661752 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 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: 21661754 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 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 2021-02-22 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 Special Shares, Series 1 2021-02-22 4 J 0 1972000 0.00 D 0 I See Footnotes Common Stock 2021-02-22 4 C 0 2051668 7.00 A 3410233 D Series A Preferred Stock 2021-02-22 4 C 0 13804 0.00 D Common Stock 2051668 0 D The Special Shares, Series 1 (the "Special Voting Shares") were issued to and deposited with an affiliate of the Reporting Persons (as defined below), as trustee (the "Trustee") for and on behalf of Oaktree Huntington Investment Fund II, L.P. ("OHIF II") and other holders of Series A Preferred Shares of SunOpta Foods Inc. (the "Subsidiary") from time to time pursuant to a voting trust agreement dated October 7, 2016 (the "Voting Trust Agreement"), among SunOpta Inc. (the "Company"), the Subsidiary, Organics, Oaktree Huntington Investment Fund II, L.P. and the Trustee. The number of Special Voting Shares represents the number of Common Shares exchangeable for the Preferred Shares (as defined below), subject to certain adjustments and restrictions. The Series A Preferred Stock of the Subsidiary (the "Preferred Shares") may be exchanged at any time into the number of Common Shares of the Company, subject to certain restrictions, equal to, per Preferred Share, the quotient of the liquidation preference of the Preferred Share divided by $7.00 (the "Exchange Price"), subject to customary anti-dilution adjustments, provided that the Exchange. The Preferred Shares have no expiration date. This Form 4 is also being filed by (i) Oaktree Huntington Investment Fund II GP, L.P. ("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 3) (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. Form 2 of 2 PARTNERS LIMITED By: /s/ Lisa Chu, Treasurer 2021-02-18 BROOKFIELD ASSET MANAGEMENT INC. By: /s/ Jessica Diab, Vice President, Legal & Regulatory 2021-02-18