UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures
provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
1
|
NAMES OF REPORTING PERSONS
|
|
|
Brookfield
Asset Management Inc.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
Ontario
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
0
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
47,360,680(1)
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
47,360,680(1)
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
47,360,680(1)
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
9.71%(2)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
CO, HC
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|
|
|
|
(1) Consists of shares of the Issuer’s Common Stock directly held by the Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1
|
NAMES OF REPORTING PERSONS
|
|
|
Partners Limited
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Ontario
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
0
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
47,360,680(1)
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
47,360,680(1)
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
47,360,680(1)
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
9.71%(2)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
CO
|
|
|
|
|
(1) Consists of shares of the Issuer’s Common Stock directly held by the Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1
|
NAMES OF REPORTING PERSONS
|
|
|
Brookfield Holdings Canada Inc.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Ontario
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
0
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
47,360,680(1)
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
47,360,680(1)
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
47,360,680(1)
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
9.71%(2)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
CO
|
|
|
|
|
(1) Consists of shares of the Issuer’s Common Stock directly held by the Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1
|
NAMES OF REPORTING PERSONS
|
|
|
Brookfield Private Equity Inc.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Ontario
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
0
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
20,082,625(1)
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
20,082,625(1)
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
20,082,625(1)
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
4.12%(2)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
CO
|
|
|
|
|
(1) Consists of shares of the Issuer’s Common Stock directly held by the Brookfield Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1
|
NAMES OF REPORTING PERSONS
|
|
|
Brookfield US Inc.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
0
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
20,082,625(1)
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
20,082,625(1)
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
20,082,625(1)
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
4.12%(2)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
CO
|
|
|
|
|
(1) Consists of shares of the Issuer’s Common Stock directly held by the Brookfield Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1
|
NAMES OF REPORTING PERSONS
|
|
|
Brookfield Private Equity Holdings, LLC
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
0
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
20,082,625(1)
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
20,082,625(1)
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
20,082,625(1)
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
4.12%(2)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
(1) Consists of shares of the Issuer’s Common Stock directly held by the Brookfield Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1
|
NAMES OF REPORTING PERSONS
|
|
|
Brookfield Private Equity Direct Investments Holdings LP
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
0
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
20,082,625(1)
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
20,082,625(1)
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
20,082,625(1)
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
4.12%(2)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
(1) Consists of shares of the Issuer’s Common Stock directly held by the Brookfield Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1
|
NAMES OF REPORTING PERSONS
|
|
|
Brookfield Capital Partners Ltd.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Ontario
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
0
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
20,082,625(1)
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
20,082,625(1)
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
20,082,625(1)
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
4.12%(2)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
CO
|
|
|
|
|
(1) Consists of shares of the Issuer’s Common Stock directly held by the Brookfield Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1
|
NAMES OF REPORTING PERSONS
|
|
|
Brookfield Private Funds Holdings Inc.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Ontario
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
0
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
20,082,625(1)
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
20,082,625(1)
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
20,082,625(1)
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
4.12%(2)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
CO
|
|
|
|
|
(1) Consists of shares of the Issuer’s Common Stock directly held by the Brookfield Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1
|
NAMES OF REPORTING PERSONS
|
|
|
Brookfield Canada Adviser, LP
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Manitoba
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
0
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
20,082,625(1)
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
20,082,625(1)
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
20,082,625(1)
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
4.12%(2)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
(1) Consists of shares of the Issuer’s Common Stock directly held by the Brookfield Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1
|
NAMES OF REPORTING PERSONS
|
|
|
Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Manitoba
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
0
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
20,082,625(1)
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
20,082,625(1)
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
20,082,625(1)
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
4.12%(2)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
CO
|
|
|
|
|
(1) Consists of shares of the Issuer’s Common Stock directly held by the Brookfield Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1
|
NAMES OF REPORTING PERSONS
|
|
|
Brookfield Private Equity Group Holdings LP
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Manitoba
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
0
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
20,082,625(1)
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
20,082,625(1)
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
20,082,625(1)
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
4.12%(2)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
(1) Consists of shares of the Issuer’s Common Stock directly held by the Brookfield Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1
|
NAMES OF REPORTING PERSONS
|
|
|
Titan Co-Investment GP, LLC
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
0
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
20,082,625(1)
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
20,082,625(1)
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
20,082,625(1)
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
4.12%(2)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
(1) Consists of shares of the Issuer’s Common Stock directly held by the Brookfield Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1
|
NAMES OF REPORTING PERSONS
|
|
|
Titan Margin Investment GP LLC
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
0
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
9,001,495(1)
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
9,001,495(1)
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
9,001,495(1)
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
1.85%(2)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
(1) Consists of shares of the Issuer’s Common Stock directly held by the BCP Titan Margin Aggregator LP, for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1
|
NAMES OF REPORTING PERSONS
|
|
|
BCP Titan Margin Aggregator LP
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
9,001,495
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
9,001,495
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
9,001,495
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
1.85%(1)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
(1) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1
|
NAMES OF REPORTING PERSONS
|
|
|
Brookfield Titan Holdings LP
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
5,853,026
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
772,128(1)
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
5,853,026
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
772,128(1)
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
6,625,154
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
1.20%(2)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
(1) Consists of a portion of the shares of the Issuer’s Common Stock directly held by Longhorn Capital GS LP for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1
|
NAMES OF REPORTING PERSONS
|
|
|
BCP Titan Aggregator, L.P.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
96,960
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
4,408,032.10(1)
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
96,960
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
4,408,032.10(1)
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
4,504,992.10
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
0.92%(2)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
(1) Consists of a portion of the shares of the Issuer’s Common Stock directly held by the BCP Titan Margin Aggregator LP, for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1
|
NAMES OF REPORTING PERSONS
|
|
|
BCP Titan Sub-Aggregator, L.P.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
200,264
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
5,271,964.75(1)
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
200,264
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
5,271,964.75(1)
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
5,472,228.75
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
1.12%(2)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
(1) Consists of a portion of the shares of the Issuer’s Common Stock directly held by BCP Titan Margin Aggregator LP and Longhorn Capital GS LP, for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more
information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1
|
NAMES OF REPORTING PERSONS
|
|
|
Longhorn Capital GS L.P.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
0
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
1,810,947
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
1,810,947
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
1,810,947
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
0.37%(1)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
(1) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1
|
NAMES OF REPORTING PERSONS
|
|
|
Titan Co-Investment-AC, L.P.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
442,466
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
130,445(1)
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
442,466
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
130,445(1)
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
572,911
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
0.12%(2)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
(1) Consists of a portion of the shares of the Issuer’s Common Stock directly held by Longhorn Capital GS LP for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1
|
NAMES OF REPORTING PERSONS
|
|
|
Titan Co-Investment-CN, L.P.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
1,141
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
1,141
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
1,141
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
Less than 0.01%(1)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
(1) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1
|
NAMES OF REPORTING PERSONS
|
|
|
Titan Co-Investment-DS, L.P.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
139,838
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
1,929(1)
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
139,838
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
1,929(1)
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
141,767
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
0.03%(2)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
(1) Consists of a portion of the shares of the Issuer’s Common Stock directly held by Longhorn Capital GS LP for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1
|
NAMES OF REPORTING PERSONS
|
|
|
Titan Co-Investment-FN, L.P.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
223,384
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
35,374(1)
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
223,384
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
35,374(1)
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
258,758
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
0.05%(2)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
(1) Consists of a portion of the shares of the Issuer’s Common Stock directly held by Longhorn Capital GS LP for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1
|
NAMES OF REPORTING PERSONS
|
|
|
Titan Co-Investment-GLH, L.P.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
790
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
790
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
790
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
Less than 0.01%(1)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
(1) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1
|
NAMES OF REPORTING PERSONS
|
|
|
Titan Co-Investment-HI, L.P.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
676,360
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
74,744(1)
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
676,360
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
74,744(1)
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
751,104
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
0.15%(2)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
(1) Consists of a portion of the shares of the Issuer’s Common Stock directly held by Longhorn Capital GS LP for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1
|
NAMES OF REPORTING PERSONS
|
|
|
Titan Co-Investment-ICG, L.P.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
563,838
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
105,183(1)
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
563,838
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
105,183(1)
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
669,021
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
0.14%(2)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
(1) Consists of a portion of the shares of the Issuer’s Common Stock directly held by Longhorn Capital GS LP for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1
|
NAMES OF REPORTING PERSONS
|
|
|
Titan Co-Investment-LB, L.P.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
279,675
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
3,858(1)
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
279,675
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
3,858(1)
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
283,533
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
0.06%(2)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
(1) Consists of a portion of the shares of the Issuer’s Common Stock directly held by Longhorn Capital GS LP for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1
|
NAMES OF REPORTING PERSONS
|
|
|
Titan Co-Investment-MCG, L.P.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
1,291
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
1,291
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
1,291
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
Less than 0.01%(1)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
(1) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1
|
NAMES OF REPORTING PERSONS
|
|
|
Titan Co-Investment-MRS, L.P.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
562,650
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
7,884(1)
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
562,650
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
7,884(1)
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
570,534
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
0.12%(2)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
(1) Consists of a portion of the shares of the Issuer’s Common Stock directly held by Longhorn Capital GS LP for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1
|
NAMES OF REPORTING PERSONS
|
|
|
Titan Co-Investment-RBS, L.P.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
228,500(1)
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
228,500(1)
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
228,500(1)
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
0.05%(1)(2)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
(1) As of the date of this filing, Titan Co-Investment-RBS, L.P. has sole voting and dispositive power over 3,330 shares of Common Stock (less than 0.01% of the Issuer’s Common Stock outstanding).
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1
|
NAMES OF REPORTING PERSONS
|
|
|
Atlas OCM Holdings LLC
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
14,067,957(1)
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
14,067,957(1)
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
14,067,957(1)
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
2.88%(2)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
(1) Consists of shares of the Issuer’s Common Stock held through Oaktree Capital Management, L.P. for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1
|
NAMES OF REPORTING PERSONS
|
|
|
Oaktree Capital Management GP LLC
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
14,067,957(1)
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
14,067,957(1)
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
14,067,957(1)
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
2.88%(2)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
(1) Consists of shares of the Issuer’s Common Stock held through Oaktree Capital Management, L.P. for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1
|
NAMES OF REPORTING PERSONS
|
|
|
Oaktree Capital Management, L.P.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
14,067,957(1)
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
14,067,957(1)
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
14,067,957(1)
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
2.88%(2)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
(1) Consists of shares of the Issuer’s Common Stock directly held by OCM FF GP Ltd., OCM FB GP Ltd., OCM HIF GP Ltd., OAK VIII GP Ltd., OAK Opps X Holdco, OCM Opps VII GP Ltd., OAK Opps X Holdco, OAK Opps VIIIb Holdco and OAK VOF GP Ltd. and
OAK-Forrest (each as defined in Item 2A below) for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1
|
NAMES OF REPORTING PERSONS
|
|
|
Oaktree Capital Group, LLC
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
13,210,098(1)
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
13,210,098(1)
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
13,210,098(1)
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
2.71%(2)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
(1) Consists of shares of the Issuer’s Common Stock held through Oaktree Fund GP, LLC, in its capacity as general partner of OAK Fund X, OAK Opps Xb, OAK Fund VIII, OAK Fund VIIIb and OCM Opps VIIb (each as defined in Item 2a below) for which the
reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1
|
NAMES OF REPORTING PERSONS
|
|
|
OCM Holdings, LLC
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
13,210,098(1)
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
13,210,098(1)
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
13,210,098(1)
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
2.71%(2)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
(1) Consists of shares of the Issuer’s Common Stock held through Oaktree Fund GP, LLC, in its capacity as general partner of OAK Fund X, OAK Opps Xb, OAK Fund VIII, OAK Fund VIIIb and OCM Opps VIIb (each as defined in Item 2a below) for which the
reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
1
|
NAMES OF REPORTING PERSONS
|
|
|
OCM Holdings I, LLC
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
13,210,098(1)
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
13,210,098(1)
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
13,210,098(1)
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
2.71%(2)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
(1) Consists of shares of the Issuer’s Common Stock held through Oaktree Fund GP, LLC, in its capacity as general partner of OAK Fund X, OAK Opps Xb, OAK Fund VIII, OAK Fund VIIIb and OCM Opps VIIb (each as defined in Item 2a below) for which the
reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
(1) Consists of shares of the Issuer’s Common Stock held through Oaktree Fund GP, LLC, in its capacity as general partner of OAK Fund X, OAK Opps Xb, OAK Fund VIII, OAK Fund VIIIb and OCM Opps VIIb (each as defined in Item 2a below) for
which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
(1) Consists of shares of the Issuer’s Common Stock held through Oaktree Fund GP, LLC, in its capacity as general partner of OAK Fund X, OAK Opps Xb, OAK Fund VIII, OAK Fund VIIIb and OCM Opps VIIb (each as defined in Item 2a below) for
which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
(1) Consists of shares of the Issuer’s Common Stock held through Oaktree Fund GP, LLC, in its capacity as general partner of OAK Fund X, OAK Opps Xb, OAK Fund VIII, OAK Fund VIIIb and OCM Opps VIIb (each as defined in Item 2a below) for
which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
(1) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
(1) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
(1) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
(1) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
(1) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
(1) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
(1) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
(1) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
(1) Consists of shares of Common Stock directly held by OCM Opportunities Fund VII Delaware, L.P. for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
(1) Consists of shares of Common Stock directly held by OCM Opportunities Fund VII Delaware, L.P. for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
(1) Consists of shares of Common Stock directly held by OCM Opportunities Fund VII Delaware, L.P. for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
(1) Consists of shares of Common Stock directly held by OCM Opportunities Fund VII Delaware, L.P. for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
(1) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer
(1) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
(1) Consists of shares of Common Stock directly held by Oaktree Huntington Investment Fund, L.P. for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
(1) Consists of shares of Common Stock directly held by Oaktree Huntington Investment Fund, L.P. for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
(1) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
(1) Consists of shares of Common Stock directly held by Oaktree Opportunities Fund VIII (Parallel 2), L.P. for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
(1) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
(1) Consists of shares of Common Stock directly held by Opps DGY Holdings, L.P. for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
(1) Consists of shares of Common Stock directly held by Opps DGY Holdings, L.P. for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information. (2) Calculated based on 487,698,111 shares of the
Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
(1) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
(1) Consists of shares of Common Stock directly held by Oaktree FF Investment Fund, L.P. - Class B for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
(1) Consists of shares of Common Stock directly held by Oaktree FF Investment Fund, L.P. - Class B for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
(1) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
(1) Consists of shares of Common Stock directly held by Oaktree FF Investment Fund Class F Holdings, L.P. for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
(1) Consists of shares of Common Stock directly held by Oaktree FF Investment Fund Class F Holdings, L.P. for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
(1) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
(1) Consists of shares of Common Stock directly held by Oaktree Value Opportunities Fund Holdings, L.P. for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
(1) Consists of shares of Common Stock directly held by Oaktree Value Opportunities Fund Holdings, L.P. for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 as provided by the Issuer.
Item 1.
(a). Name of Issuer. Vistra Energy Corp.
(b). Address of Issuer's Principal Executive Offices
6555 Sierra Drive
Irving, Texas 75039
Item 2.
(a). This statement is being filed jointly by each of the following persons (each a “Reporting Person”), each of which is affiliated with and/or with accounts managed by affiliates of
Brookfield Asset Management, Inc. (“BAM”):
*Attached as Exhibit 2 is a copy of an agreement among the Reporting Persons that this Amendment No. 1 to Schedule 13G (this “Statement”) is being filed on behalf of each of them.
The address of each of BAM, BPE, BPE DIH, BCPL, BHC, BPFH, BCA, BAMPIC and BPEGH is:
Brookfield Place
181 Bay Street, Suite 330
Toronto, Ontario, Canada, M5J 2T3
The address of each of the Titan Vehicles, Titan Co-Invest, BPEH and BUS is:
Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281
The address of each of the Oaktree Investment Vehicles and Reporting Persons affiliated with OCM is:
333 S. Grand Avenue, 28th Floor
Los Angeles, CA 90071
(c) Citizenship. See Item 4 of each of the cover pages to this Statement.
(d) Title of Class of Securities. Common Stock
(e) CUSIP Number. 92840M102
As of December 31, 2019, each of the Investment Vehicles directly held and beneficially owned the shares of Common Stock indicated in the following table. Each of the Reporting Persons may share voting and investment
power as indicated in the paragraphs below the table. All calculations of percentages of beneficial ownership in this Item 4 and elsewhere in this Statement are based on 487,698,111 shares of the Issuer’s Common Stock outstanding as of December
31, 2019 as provided by the Issuer (the “Outstanding Shares”).
Following the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of March 13, 2019, by and among OCG, BAM and other parties thereto, as reported by OCG on a Current Report on
Form 8-K, dated October 4, 2019, BAM and certain of its affiliates may be deemed to constitute a “group” (within the meaning of the Act and Rule 13d-5 thereunder) that beneficially owns 47,360,680 shares of Common Stock (including 27,278,055
shares of Common Stock beneficially owned by the Oaktree Investment Vehicles), constituting 9.71% of the Outstanding Shares.
1 As of the date of this filing, Titan RBS has sole voting and dispositive power over 3,330 shares of Common Stock constituting less than 0.01% of the Outstanding
Shares.
Each of (i) BPE DIH, as a limited partner of Titan Holdings, (ii) BPEGH, as a limited partner of Titan Holdings and each of the Titan Vehicles, (ii) BPE, as the general partner of BPE DIH and BPEGH, (iii) Titan
Co-Invest, as the general partner of each of the Titan Vehicles, (iv) BPEH, as a member of Titan Co-Invest, (v) BUS, as a member of BPEH, (vi) BHC, as indirect shareholder of BUS, (vii) BAM, as limited partner of BPE and shareholder of BHC,
(viii) Partners, as shareholder of BAM, (ix) BCPL and BAMPIC, as indirect owners of Longhorn, Aggregator and Sub-Aggregator, (x) BCA, as limited partner of BAMPIC, (xi) BPFH, as limited partner of BCA, and (xii) BHC, as shareholder of BPFH, may
be deemed to share with the Titan Vehicles beneficial ownership of their shares of Common Stock.
Each of (i) Atlas OCM as the managing member of OCP GP, (ii) OCP GP as the general partner of OCM, and (iii) OCM may be deemed to share with OCM FF GP Ltd., OCM FB GP Ltd., OCM HIF GP Ltd., OAK VIII GP Ltd., OAK Opps
X Holdco, OCM Opps VII GP Ltd., OAK Opps X Holdco, OAK Opps VIIIb Holdco and OAK VOF GP Ltd. and OAK-Forrest beneficial ownership of their shares of Common Stock.
Each of (i) OCG as the managing member of OCM Holdings, (ii) OCM Holdings as the management member of OCM I, (iii) OCM I as the general partner of OAK Capital may be deemed to share with OAK Fund X, OAK Opps Xb, OAK
Fund VIII, OAK Fund VIIIb and OCM Opps VIIb beneficial ownership of their shares of Common Stock.
Additionally, by virtue of various agreements and arrangements with Seismic Holding LLC (“Seismic”), BAM and certain of the Brookfield Investment Vehicles may be deemed to constitute a “group” (within the meaning of
the Act and Rule 13d-5 thereunder) with Seismic that beneficially owns 70,241,781 shares of Common Stock (including 22,881,101 shares beneficially owned by Seismic and 27,278,0552 shares beneficially owned by the Oaktree Investment Vehicles), constituting 14.40% of the Outstanding Shares.
Pursuant to Rule 13d-4 of the Act the filings by the Reporting Persons of this Amendment No. 1 to Schedule 13G does not constitute, and should not be construed as, an admission that any such person is, for the
purposes of Section 13(d) and/or Section 13(g) of the Act, the beneficial owner of any securities covered by this Statement except to the extent of such person’s pecuniary interest in the shares of Common Stock, and except to the extent of its
pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person. Moreover, each of the Reporting Persons expressly disclaims, to the extent permitted by applicable law, the existence of a “group” (within the
meaning of the Act and Rule 13d-5 thereunder) involving Seismic and beneficial ownership of all any and all shares of Common Stock owned by Seismic, including through certain of the Reporting Persons.
Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information provided by another
Reporting Person.
2 As disclosed by the Issuer in its definitive proxy statement filed with the SEC on April 25, 2019.
Clients of certain of the Reporting Persons have or may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of securities held in their accounts. No such
client is known to have such right or power with respect to more than 5% of the class of securities to which this report relates.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.
Not applicable.
Not applicable
Not applicable.
Not applicable
Not applicable
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2020
EXHIBIT INDEX
94