0000950142-18-001124.txt : 20180504 0000950142-18-001124.hdr.sgml : 20180504 20180504172831 ACCESSION NUMBER: 0000950142-18-001124 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180409 FILED AS OF DATE: 20180504 DATE AS OF CHANGE: 20180504 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: 001-38086 FILM NUMBER: 18809074 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, Inc. CENTRAL INDEX KEY: 0001403382 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38086 FILM NUMBER: 18809076 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 MANAGEMENT LP CENTRAL INDEX KEY: 0000949509 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38086 FILM NUMBER: 18809073 BUSINESS ADDRESS: STREET 1: 333 S GRAND AVENUE 28TH FL CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2138306300 MAIL ADDRESS: STREET 1: 333 S GRAND AVE 28TH FL CITY: LOS ANGELES STATE: CA ZIP: 90071 FORMER NAME: FORMER CONFORMED NAME: OAKTREE CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 20010605 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: 001-38086 FILM NUMBER: 18809075 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 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Vistra Energy Corp. CENTRAL INDEX KEY: 0001692819 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 364833255 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6555 SIERRA DRIVE CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: (214) 812-4600 MAIL ADDRESS: STREET 1: 6555 SIERRA DRIVE CITY: IRVING STATE: TX ZIP: 75039 FORMER COMPANY: FORMER CONFORMED NAME: Vistra Energy Corp DATE OF NAME CHANGE: 20161221 4 1 es1800672_4-vistra.xml OWNERSHIP DOCUMENT X0306 4 2018-04-09 1 0001692819 Vistra Energy Corp. VST 0001403525 Oaktree Capital Group Holdings GP, LLC 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 1 0 0 1 Not applicable 0000949509 OAKTREE CAPITAL MANAGEMENT LP 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 1 0 0 1 Not applicable 0001403382 Oaktree Holdings, Inc. 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 1 0 0 1 Not applicable 0001403528 Oaktree Capital Group, LLC 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 1 0 0 1 Not applicable Common Stock, par value $0.01 2018-04-09 2018-04-09 4 A 0 3091718 A 51530530 I See Footnotes This Form 4 is being filed by Opps VIIb TCEH Holdings, LLC ("Opps Holdings") with respect to 14,765,903 shares of the Issuer's Common Stock, par value $0.01 (the "Issuer's Common Stock"), and, with respect to 36,764,627 shares of the Issuer's Common Stock (i) Oaktree Capital Management, L.P. ("Management") as the duly appointed investment manager of certain funds and accounts (the "Managed Entities") that directly own the 36,764,627 shares of the Issuer's Common Stock; (ii) Oaktree Holdings, Inc. ("Holdings, Inc.") as the general partner of Management; (iii) Oaktree Capital Group, LLC ("OCG") as the sole shareholder of Holdings, Inc.; and (iv) Oaktree Capital Group Holdings GP, LLC ("OCGH GP", and together with Opps Holdings, Management, Holdings, Inc. and OCG, the "Reporting Persons" and each a "Reporting Person") as the duly elected manager of OCG. (Cont'd on FN 2) (Cont'd from FN 1) This Form 4 reflects (a) 834,438 additional shares of the Issuer's Common Stock acquired by the Reporting Persons on March 31, 2017, prior to the registration of the Common Stock under the Securities Exchange Act of 1934, as amended, and (b) a decrease in beneficial ownership of 59,964 shares of the Issuer's Common Stock, as to which shares the Reporting Persons disclaimed beneficial ownership except to the extent of their pecuniary interest therein, between August 1, 2017 and March 1, 2018 due to the termination of the Reporting Persons' management of certain managed accounts. This Form 4 is being filed in connection with the consummation on April 9, 2018 (the "Closing Date"), of the transactions contemplated by that certain Agreement and Plan of Merger, dated October 29, 2017 (the "Merger Agreement"), by and between the Issuer, and Dynegy Inc., a Delaware corporation ("Dynegy"). Pursuant to the Merger Agreement, on the Closing Date, Dynegy merged with and into the Issuer, with the Issuer continuing as the surviving corporation (the "Merger"). The combined company will operate under the name "Vistra Energy Corp." and will continue to be a Delaware corporation. (Cont'd on FN 4) (Cont'd from FN 3) On the Closing Date, each issued and outstanding share of Dynegy Common Stock, other than shares owned by the Issuer or its wholly owned subsidiaries, held in treasury by Dynegy or held by a wholly owned subsidiary of Dynegy, was automatically converted into the right to receive 0.652 shares of the Issuer's Common Stock (the "Conversion"). Pursuant to the Merger Agreement, the Reporting Persons received 3,091,718 shares of the Issuer's Common Stock upon the Conversion. The acquisition by the Reporting Persons of the Issuer's Common Stock pursuant to the Conversion is exempt from Section 16(b) pursuant to Section 16(b)-3(d). Following the Closing Date of the Merger, the Reporting Persons beneficially owned less than 10% of the Issuer's Common Stock outstanding, and on April 24, 2018, Jennifer Box resigned from the board of directors of the Issuer. As a result, the Reporting Persons have ceased to have a reporting obligation under Section 16. The members of OCGH GP are Howard S. Marks, Bruce A. Karsh, Jay S. Wintrob, John B. Frank and Sheldon M. Stone, who, by virtue of their membership interests in OCGH GP, may be deemed to share voting and dispositive power with respect to the shares of Issuer's Common Stock held by the Managed Entities. Each of the general partners, managing members, directors and managers described above disclaims beneficial ownership of any shares of common stock beneficially or of record owned by the Reporting Persons, except to the extent of any pecuniary interest therein. See Signatures included in Exhibit 99.1 2018-05-04 EX-99.1 2 es1800672-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: May 4, 2018
Issuer Name: Vistra Energy Corp. [VST]
 
 
 
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
  
       
       
 
By:
 /s/ Jordan Mikes  
 
Name:
Jordan Mikes
  
 
Title:
 Vice President  
       
 
 
OAKTREE CAPITAL MANAGEMENT, L.P.
  
       
       
 
By:
 /s/ Jordan Mikes  
 
Name:
Jordan Mikes
  
 
Title:
 Vice President  
       
 
 
OAKTREE HOLDINGS, INC.
  
       
       
 
By:
 /s/ Jordan Mikes  
 
Name:
Jordan Mikes
  
 
Title:
 Vice President  
       
 
 
OAKTREE CAPITAL GROUP, LLC
  
       
       
 
By:
 /s/ Jordan Mikes  
 
Name:
Jordan Mikes
  
 
Title:
 Vice President