0000950142-14-002442.txt : 20141211 0000950142-14-002442.hdr.sgml : 20141211 20141211205329 ACCESSION NUMBER: 0000950142-14-002442 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20141209 FILED AS OF DATE: 20141211 DATE AS OF CHANGE: 20141211 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MASONITE INTERNATIONAL CORP CENTRAL INDEX KEY: 0000893691 STANDARD INDUSTRIAL CLASSIFICATION: MILLWOOD, VENEER, PLYWOOD & STRUCTURAL WOOD MEMBERS [2430] IRS NUMBER: 980377314 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1229 BUSINESS ADDRESS: STREET 1: ONE TAMPA CITY CENTER STREET 2: 201 NORTH FRANKLIN STREET, SUITE 300 CITY: TAMPA STATE: FL ZIP: 33602 BUSINESS PHONE: 813-877-2726 MAIL ADDRESS: STREET 1: ONE TAMPA CITY CENTER STREET 2: 201 NORTH FRANKLIN STREET, SUITE 300 CITY: TAMPA STATE: FL ZIP: 33602 FORMER COMPANY: FORMER CONFORMED NAME: PREMDOR INC DATE OF NAME CHANGE: 19941208 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Capital Group, LLC CENTRAL INDEX KEY: 0001403528 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11796 FILM NUMBER: 141282039 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OAKTREE HOLDINGS, LLC CENTRAL INDEX KEY: 0001407181 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11796 FILM NUMBER: 141282040 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Capital I, L.P. CENTRAL INDEX KEY: 0001403530 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11796 FILM NUMBER: 141282042 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OAKTREE FUND GP I, L.P. CENTRAL INDEX KEY: 0001402746 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11796 FILM NUMBER: 141282043 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Capital Group Holdings GP, LLC CENTRAL INDEX KEY: 0001403525 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11796 FILM NUMBER: 141282044 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OCM HOLDINGS I, LLC CENTRAL INDEX KEY: 0001407178 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11796 FILM NUMBER: 141282041 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 FORMER NAME: FORMER CONFORMED NAME: OAKTREE HOLDINGS I, LLC DATE OF NAME CHANGE: 20070718 4 1 es1401344_4-door.xml OWNERSHIP DOCUMENT X0306 4 2014-12-09 1 0000893691 MASONITE INTERNATIONAL CORP DOOR 0001403525 Oaktree Capital Group Holdings GP, LLC 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001402746 OAKTREE FUND GP I, L.P. 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001403530 Oaktree Capital I, L.P. 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001407178 OCM HOLDINGS I, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001407181 OAKTREE HOLDINGS, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001403528 Oaktree Capital Group, LLC 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 Common Stock 2014-12-09 4 S 0 36633 59.0301 D 2609923 I See Footnotes Common Stock 2014-12-10 5 S 0 E 140000 58.2714 D 2469923 I See Footnotes Common Stock 2014-12-10 5 S 0 E 3338 59.0842 D 2466585 I See Footnotes Common Stock 2014-12-11 5 S 0 E 30000 57.6895 D 2436585 I See Footnotes This Form 4 is being filed with respect to an aggregate of 2,436,585 shares of the Issuer's common stock, no par value ("Common Stock") that may be deemed to be beneficially owned by the Reporting Persons (as defined below) of which (i) OCM Opportunities Fund VII Delaware, L.P. ("Fund VII Delaware") is the direct owner of 400,839 shares of Common Stock, (ii) OCM Opportunities Fund VIIb, L.P. ("Fund VIIb") is the direct owner of 3,518 shares of Common Stock, (iii) OCM Opportunities Fund VIIb (Parallel), L.P. ("Parallel") is the direct owner of 423 shares of Common Stock and (iv) OCM Opportunities Fund VIIb Delaware, L.P. ("Fund VIIb Delaware") is the direct owner of 2,031,805 shares of Common Stock (collectively, the "Shareholders"). In addition to the Common Stock, the Reporting Persons may be deemed to beneficially own an aggregate of 545,653 warrants expiring in June 9, 2016 to purchase Common Stock (the "Warrants") of which (i) OCM Opportunities Fund V, L.P. ("Fund V") is the direct owner of 119,352 Warrants, (ii) OCM Opportunities Fund VI, L.P. ("Fund VI" and collectively with Fund V and the Shareholders, the "Securityholders") is the direct owner of 266,934 Warrants, (iii) Fund VII Delaware is the direct owner of 145,672 Warrants, (iv) Fund VIIb is the direct owner of 12,227 Warrants and (v) Parallel is the direct owner of 1,468 Warrants. The general partner of Fund V is OCM Opportunities Fund V GP, L.P. ("Fund V GP"). The general partner of Fund VI is OCM Opportunities Fund VI GP, L.P. ("Fund VI GP"). The general partner of Fund VII Delaware is OCM Opportunities Fund VII Delaware GP Inc. ("VII GP Inc."). The sole shareholder of VII GP Inc. is OCM Opportunities Fund VII, L.P. ("Opps VII"). The general partner of Opps VII is OCM Opportunities Fund VII GP, L.P. ("VII GP"). The general partner of VII GP is OCM Opportunities Fund VII GP Ltd. ("VII GP Ltd."). The general partner of Fund VIIb Delaware is Oaktree Fund GP, LLC ("GP LLC"). The general partner of each of Fund VIIb and Parallel is OCM Opportunities Fund VIIb GP, L.P. ("Fund VIIb GP"). The general partner of Fund VIIb GP is OCM Opportunities Fund VIIb GP Ltd. ("VIIb GP Ltd."). This Form 4 is also being filed by (i) Oaktree Fund GP I, L.P. ("GP I"), as the general partner of each of Fund V GP and Fund VI GP, as the sole shareholder of each of VII GP Ltd. and VIIb GP Ltd. and as the managing member of GP LLC, (ii) Oaktree Capital I, L.P. ("Capital I"), as the general partner of GP I, (iii) OCM Holdings I, LLC ("Holdings I") as the general partner of Capital I and (iv) Oaktree Holdings, LLC ("Holdings LLC"), as the managing member of Holdings I. The sole director of each of VII GP Ltd. and VIIb GP Ltd. is Oaktree Capital Management, L.P. ("Management"). The general partner of Management is Oaktree Holdings, Inc. ("Inc."). This Form 4 is also being filed by (i) Oaktree Capital Group, LLC ("Capital Group"), as the managing member of Holdings LLC and as the sole shareholder of Inc. and (ii) Oaktree Capital Group Holdings GP, LLC ("OCGH," together with Capital Group, GP I, Capital I, Holdings I and Holdings LLC, collectively, the "Reporting Persons," and each individually, a "Reporting Person"), as the duly elected manager of Capital Group. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of their respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that any such Reporting Peron is the beneficial owner of any securities covered by this Form 4. The members of OCGH are Howard S. Marks, Bruce A. Karsh, Jay S. Winthrob, John B. Frank, Sheldon M. Stone, Larry W. Keele, Stephen A. Kaplan and David M. Kirchheimer, who, by virtue of their membership interests in OCGH, may be deemed to share voting and dispositive power with respect to the shares of common stock held by each of the Securityholders. Each of the general partners, managing members, directors, managers and members described above disclaims beneficial ownership of any shares of common stock beneficially or of record owned by the Securityholders, except to the extent of any pecuniary interest therein. See signatures included in Exhibit 99.1 2014-12-11 EX-99.1 2 es1401344_4-ex9901.htm EXHIBIT 99.1 Unassociated Document
Exhibit 99.1
 
This statement on Form 4 is filed jointly by each of the undersigned.  The principal business address of each of these reporting persons is 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071.
 
Name of Designated Filer: Oaktree Capital Group Holdings GP, LLC
 
Date of Event Requiring Statement: December 9, 2014
 
Issuer Name: Masonite International Corporation [DOOR]
 
 
 
OAKTREE FUND GP I, L.P.
  
       
 
By:
 /s/ Lisa Arakaki  
 
Name:
 Lisa Arakaki  
 
Title:
 Authorized Signatory  
       
 
By:
 /s/ Jordan Mikes  
 
Name:
 Jordan Mikes  
 
Title:
 Authorized Signatory  
       
       
 
OAKTREE CAPITAL I, L.P.
  
       
 
By:
 /s/ Lisa Arakaki  
 
Name:
 Lisa Arakaki  
 
Title:
 Managing Director  
       
 
By:
 /s/ Jordan Mikes  
 
Name:
 Jordan Mikes  
 
Title:
Assistant Vice President
  
       
       
 
 
OCM HOLDINGS I, LLC
  
       
 
By:
 /s/ Lisa Arakaki  
 
Name:
 Lisa Arakaki  
 
Title:
 Managing Director  
       
 
By:
 /s/ Jordan Mikes   
 
Name:
 Jordan Mikes   
 
Title:
Assistant Vice President
  
       
       
 
 
 
 
 
 
       
 
OAKTREE HOLDINGS, LLC
  
       
 
By:
 /s/ Lisa Arakaki  
 
Name:
 Lisa Arakaki  
 
Title:
 Managing Director  
       
 
By:
 /s/ Jordan Mikes   
 
Name:
 Jordan Mikes   
 
Title:
Assistant Vice President
  
       
       
 
 
OAKTREE CAPITAL GROUP, LLC
  
       
 
By:
 /s/ Lisa Arakaki  
 
Name:
 Lisa Arakaki  
 
Title:
 Managing Director  
       
 
By:
 /s/ Jordan Mikes   
 
Name:
 Jordan Mikes   
 
Title:
Assistant Vice President
  
       
       
       
 
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
  
       
 
By:
 /s/ Lisa Arakaki  
 
Name:
 Lisa Arakaki  
 
Title:
 Managing Director  
       
 
By:
 /s/ Jordan Mikes   
 
Name:
 Jordan Mikes   
 
Title:
Assistant Vice President