0000950142-22-003148.txt : 20221110 0000950142-22-003148.hdr.sgml : 20221110 20221110171450 ACCESSION NUMBER: 0000950142-22-003148 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20221103 FILED AS OF DATE: 20221110 DATE AS OF CHANGE: 20221110 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38606 FILM NUMBER: 221378568 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: BROOKFIELD ASSET MANAGEMENT INC. CENTRAL INDEX KEY: 0001001085 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38606 FILM NUMBER: 221378563 BUSINESS ADDRESS: STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 300 STREET 2: PO BOX 762 CITY: TORONTO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 416-363-9491 MAIL ADDRESS: STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 300 STREET 2: PO BOX 762 CITY: TORONTO STATE: A6 ZIP: M5J2T3 FORMER NAME: FORMER CONFORMED NAME: BRASCAN CORP/ DATE OF NAME CHANGE: 20010321 FORMER NAME: FORMER CONFORMED NAME: EDPERBRASCAN CORP DATE OF NAME CHANGE: 19970904 FORMER NAME: FORMER CONFORMED NAME: BRASCAN LTD DATE OF NAME CHANGE: 19950919 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38606 FILM NUMBER: 221378564 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: BAM Partners Trust CENTRAL INDEX KEY: 0001861643 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38606 FILM NUMBER: 221378562 BUSINESS ADDRESS: STREET 1: 181 BAY STREET STREET 2: SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 BUSINESS PHONE: 416-369-2621 MAIL ADDRESS: STREET 1: 181 BAY STREET STREET 2: SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38606 FILM NUMBER: 221378565 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: Atlas OCM Holdings, LLC CENTRAL INDEX KEY: 0001790787 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38606 FILM NUMBER: 221378566 BUSINESS ADDRESS: STREET 1: C/O OAKTREE CAPITAL MANAGEMENT, L.P. STREET 2: 333 S. GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA 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: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Capital Management GP, LLC CENTRAL INDEX KEY: 0001831013 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38606 FILM NUMBER: 221378567 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 213-830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Berry Corp (bry) CENTRAL INDEX KEY: 0001705873 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 815410470 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 16000 N. DALLAS PARKWAY, SUITE 500 CITY: DALLAS STATE: TX ZIP: 75248 BUSINESS PHONE: 214-453-2920 MAIL ADDRESS: STREET 1: 16000 N. DALLAS PARKWAY, SUITE 500 CITY: DALLAS STATE: TX ZIP: 75248 FORMER COMPANY: FORMER CONFORMED NAME: Berry Petroleum Corp DATE OF NAME CHANGE: 20170504 3 1 es220303395_3-berry2.xml OWNERSHIP DOCUMENT X0206 3 2022-11-03 0 0001705873 Berry Corp (bry) BRY 0000949509 OAKTREE CAPITAL MANAGEMENT LP 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001831013 Oaktree Capital Management GP, LLC C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001790787 Atlas OCM Holdings, LLC C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001403528 Oaktree Capital Group, LLC C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001403525 Oaktree Capital Group Holdings GP, LLC C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001001085 BROOKFIELD ASSET MANAGEMENT INC. BROOKFIELD PLACE, SUITE 300 181 BAY ST. PO BOX 762 TORONTO A6 M5J 2T3 ONTARIO, CANADA 0 0 1 0 0001861643 BAM Partners Trust BROOKFIELD PLACE, SUITE 300 181 BAY ST. PO BOX 762 TORONTO A6 M5J 2T3 ONTARIO, CANADA 0 0 1 0 Common Stock 7797000 D This Form 3 is being filed by the Reporting Persons (as defined below) to reflect the acquisition of beneficial ownership (as defined under Section 13D of the Securities Exchange Act of 1934, as amended) of more than 10% of the common stock, par value $0.001 per share (the "Common Stock") of the Issuer. The Reporting Persons had, prior to the above described acquisition on the date of the event requiring this Form 3, beneficially owned less than 10% of the Common Stock. Consists of 3,354,419 shares of Common Stock held by Oaktree Opportunities Fund X Holdings (Delaware), L.P. ("Fund X Delaware"), 3,070,299 shares of Common Stock held by Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. ("Fund Xb Delaware") and 1,372,282 shares of Common Stock held by Oaktree Value Opportunities Fund Holdings, L.P. ("VOF Holdings"). This Form 3 is being filed jointly by (each "Reporting Person" and, collectively, the "Reporting Persons") (i) VOF Holdings, (ii) Oaktree Value Opportunities Fund GP, L.P. ("VOF GP") in its capacity as the general partner of VOF Holdings, (iii) Oaktree Value Opportunities Fund GP Ltd. ("VOF GP Ltd."), (iv) Fund X Delaware, (v) Fund Xb Delaware, (vi) Oaktree Fund GP, LLC ("Fund GP") in its capacity as the general partner of Fund X Delaware and Fund Xb Delaware, (in its capacity as the general partner of VOF GP, (vii) Oaktree Fund GP I, L.P. ("GP I") in its capacity as the managing member of Fund GP and the sole shareholder of VOF GP Ltd., (viii) Oaktree Capital I, L.P. ("Capital I") in its capacity as the general partner of GP I, (ix) OCM Holdings I, LLC ("Holdings I") in its capacity as the general partner of Capital I, (x) Oaktree Holdings, LLC ("Holdings") in its capacity as the managing member of Holdings I, (cont'd in FN 4) (cont'd from FN 3) (xi) Oaktree Capital Management, L.P. ("Management") in its capacity as the sole director of VOF GP Ltd, (xii) Oaktree Capital Management GP, LLC ("Management GP"), in its capacity as the general partner of Management, (xiii) Atlas OCM Holdings LLC ("Atlas"), in its capacity as the sole managing member of Management GP, (xiv) Oaktree Capital Group, LLC ("OCG") in its capacity as the managing member of Holdings, (xv) Oaktree Capital Group Holdings GP, LLC ("OCGH GP") in its capacity as the indirect owner of the class B units of each of OCG and Atlas, (xvi) Brookfield Asset Management Inc. ("BAM"), in its capacity as the indirect owner of the class A units of each of OCG and Atlas and (xvii) BAM Partners Trust ("BAM Partnership"), in its capacity as the sole owner of Class B Limited Voting Shares of BAM. 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 Common Stock and Series A Preferred Stock reported herein. Each of the general partners, managing members, directors and managers described above disclaims beneficial ownership of the securities reported herein beneficially or of record owned by the Reporting Persons, except to the extent of any pecuniary interest therein. This Form 3 is being filed in two parts due to the large number of reporting persons. The two filings relate to the same transactions described above. // Form 2 of 2 See Signatures included in Exhibit 99.1 2022-11-10 EX-99.1 2 es220303395_ex9901.htm EXHIBIT 99.1

EXHIBIT 99.1

 

This Statement on Form 3 is filed jointly by the Reporting Persons listed below. The principal business address of each of these Reporting Persons can be found on the Form 3 filed herewith.

 

Name of Designated Filer: OAKTREE CAPITAL MANAGEMENT, L.P.

 

Date of Event Requiring Statement: November 3, 2022

 

Issuer Name and Ticker or Trading Symbol: Berry Corp (bry) [BRY]

 

  OAKTREE CAPITAL MANAGEMENT, L.P.  
       
  By: /s/ Henry Orren  
  Name: Henry Orren  
  Title: Senior Vice President  
     
  OAKTREE CAPITAL MANAGEMENT GP, LLC  
  Its: Managing Member  
       
  By: /s/ Henry Orren  
  Name: Henry Orren  
  Title: Senior Vice President  
       
  ATLAS OCM HOLDINGS, LLC  
       
  By: /s/ Henry Orren  
  Name: Henry Orren  
  Title: Senior Vice President  
     
  OAKTREE CAPITAL GROUP, LLC  
       
  By: /s/ Henry Orren  
  Name: Henry Orren  
  Title: Vice President  
       
  OAKTREE CAPITAL GROUP HOLDINGS GP, LLC  
       
  By: /s/ Henry Orren  
  Name: Henry Orren  
  Title: Senior Vice President  
       
  BROOKFIELD ASSET MANAGEMENT INC.  
       
  By: /s/ Kathy Sarpash  
  Name: Kathy Sarpash  
  Title: Senior Vice President Legal & Regulatory  
       
  BAM PARTNERS TRUST  
       
  By: BAM Class B Partners Inc.  
  Its: Trustee  
       
  By: /s/ Kathy Sarpash  
  Name: Kathy Sarpash  
  Title: Secretary