(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 488,578,428 shares of the Issuer’s Common Stock outstanding as of April 30, 2020, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.
(1) Calculated based on 488,578,428 shares of the Issuer’s Common Stock outstanding as of April 30, 2020, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.
(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 488,578,428 shares of the Issuer’s Common Stock outstanding as of April 30, 2020, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.
1
|
NAMES OF REPORTING PERSONS
|
|
|
Oaktree FF Investment Fund GP Ltd.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Cayman Islands
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
154(1)
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
154(1)
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
154(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)
|
|
|
Less than 0.01%(2)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
(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 488,578,428 shares of the Issuer’s Common Stock outstanding as of April 30, 2020, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.
1
|
NAMES OF REPORTING PERSONS
|
|
|
Oaktree FF Investment Fund Class F Holdings, 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
|
|
|
333,557
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
333,557
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
333,557
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
0.07%(1)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
(1) Calculated based on 488,578,428 shares of the Issuer’s Common Stock outstanding as of April 30, 2020, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.
1
|
NAMES OF REPORTING PERSONS
|
|
|
Oaktree FF Investment Fund Class F Holdings GP, 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
|
|
|
333,557(1)
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
333,557(1)
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
333,557(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)
|
|
|
0.07%(2)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
(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 488,578,428 shares of the Issuer’s Common Stock outstanding as of April 30, 2020, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.
1
|
NAMES OF REPORTING PERSONS
|
|
|
Oaktree FF Investment Fund Class F Holdings GP Ltd.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Cayman Islands
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
333,557(1)
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
333,557(1)
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
333,557(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)
|
|
|
0.07%(2)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
(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 488,578,428 shares of the Issuer’s Common Stock outstanding as of April 30, 2020, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.
1
|
NAMES OF REPORTING PERSONS
|
|
|
Oaktree Value Opportunities Fund Holdings, 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
|
|
|
1,041,573
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
1,041,573
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
1,041,573
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
0.21%(1)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
(1) Calculated based on 488,578,428 shares of the Issuer’s Common Stock outstanding as of April 30, 2020, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.
1
|
NAMES OF REPORTING PERSONS
|
|
|
Oaktree Value Opportunities Fund GP, 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
|
|
|
1,041,573(1)
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
1,041,573(1)
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
1,041,573(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)
|
|
|
0.21%(2)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
(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 488,578,428 shares of the Issuer’s Common Stock outstanding as of April 30, 2020, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.
1
|
NAMES OF REPORTING PERSONS
|
|
|
Oaktree Value Opportunities Fund GP Ltd.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Cayman Islands
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
1,041,573(1)
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
1,041,573(1)
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
1,041,573(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)
|
|
|
0.21%(2)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
(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 488,578,428 shares of the Issuer’s Common Stock outstanding as of April 30, 2020, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.
Item 1.
(a).
|
Name of Issuer. Vistra 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”):
|
(1)
|
Longhorn Capital GS, L.P. (“Longhorn”)
|
|
(2)
|
Brookfield Titan Holdings LP (“Titan Holdings”), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Longhorn;
|
|
(3)
|
BCP Titan Margin Aggregator LP (“Margin Aggregator”), as a direct owner of Common Stock;
|
|
(4)
|
Titan Margin Investment GP LLC (“Margin GP”), as general partner of Margin Aggregator;
|
|
(5)
|
BCP Titan Aggregator, L.P. (“Aggregator”), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Margin Aggregator and Longhorn;
|
|
(6)
|
BCP Titan Sub Aggregator, L.P. (“Sub Aggregator”), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Margin Aggregator and Longhorn;
|
|
(7)
|
Titan Co-Investment-AC, L.P. (“Titan AC”), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Longhorn;
|
|
(8)
|
Titan Co-Investment-CN, L.P. (“Titan CN”), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Longhorn;
|
|
(9)
|
Titan Co-Investment-DS, L.P. (“Titan DS”), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Longhorn;
|
|
(10)
|
Titan Co-Investment-FN, L.P. (“Titan FN” ), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Longhorn;
|
|
(11)
|
Titan Co-Investment-GLH, L.P. (“Titan GLH”), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Longhorn;
|
|
(12)
|
Titan Co-Investment-HI, L.P. (“Titan HI”), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Longhorn;
|
|
(13)
|
Titan Co-Investment-ICG, L.P. (“Titan ICG”), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Longhorn;
|
|
(14)
|
Titan Co-Investment-LB, L.P. (“Titan LB”), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Longhorn;
|
|
(15)
|
Titan Co-Investment-MCG, L.P. (“Titan MCG”), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Longhorn;
|
|
(16)
|
Titan Co-Investment-MRS, L.P. (“Titan MRS”), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Longhorn;
|
|
(17)
|
Titan Co-Investment-RBS, L.P. (“Titan RBS” and together with Titan AC, Titan CN, Titan DS, Titan FN, Titan GLH, Titan HI, Titan ICG, Titan LB, Titan MCG and Titan MRS, the “Titan Vehicles”);
|
|
(18)
|
Titan Co-Investment GP, LLC (“Titan Co-Invest”), in its capacity as general partner to each of the Titan Vehicles;
|
|
(19)
|
Brookfield Private Equity Group Holdings LP (“BPEGH”), as a limited partner of Titan Holdings and each of the Titan Vehicles;
|
|
(20)
|
Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P. (“BAMPIC”), in its capacity as indirect owner of Longhorn, Aggregator and Sub-Aggregator;
|
|
(21)
|
Brookfield Canada Adviser, LP (“BCA”), in its capacity as limited partner of BAMPIC;
|
|
(22)
|
Brookfield Private Funds Holdings Inc. (“BPFH”), in is capacity as limited partner of BCA;
|
|
(23)
|
Brookfield Holdings Canada Inc. (“BHC”), in its capacity as indirect shareholder of BUS and indirect owner of OGC (as defined below);
|
|
(24)
|
Brookfield Capital Partners Ltd. (“BCPL”), in its capacity as indirect owner of Longhorn, Aggregator and Sub-Aggregator;
|
|
(25)
|
Brookfield Private Equity Direct Investments Holdings LP (“BPE DIH”), in its capacity as the limited partner of Titan Holdings;
|
|
(26)
|
Brookfield Private Equity Holdings LLC (“BPEH”), in its capacity as the member of Titan Co-Invest;
|
|
(27)
|
Brookfield US Inc. (“BUS”), in its capacity as the member of BPEH;
|
|
(28)
|
Brookfield Private Equity Inc. (“BPE”), in its capacity as the general partner of BPE DIH and BPEGH;
|
|
(29)
|
Partners Limited (“Partners”), in its capacity as the shareholder of BAM;
|
|
(30)
|
BAM, in its capacity as the shareholder of each of BHC and BPE;
|
|
(31)
|
Oaktree-Forrest Multi-Strategy, LLC (Series B) (“OAK-Forrest”) in its capacity as a direct owner of Common Stock;
|
|
(32)
|
Oaktree Opps X Holdco Ltd. (“OAK Opps X Holdco”), in its capacity as a direct owner of Common Stock;
|
|
(33)
|
OCM Opportunities Fund VII Delaware, L.P. (“OCM Fund VII”), in its capacity as a direct owner of Common Stock;
|
|
(34)
|
OCM Opportunities Fund VII Delaware GP, Inc. (“OCM Fund VII GP”), in its capacity as the general partner of OCM Fund VII;
|
|
(35)
|
OCM Opportunities Fund VII L.P. (“OCM Fund VII GP SH”), in its capacity as the sole shareholder of OCM Fund VII GP;
|
|
(36)
|
OCM Opportunities Fund VII GP, L.P. (“OCM Opps Fund GP”), in its capacity as the general partner of OCM Fund VII GP SH;
|
|
(37)
|
OCM Opportunities Fund VII GP Ltd. (“OCM Opps Fund GP Ltd.”), in its capacity as the general partner of OCM Opps Fund GP;
|
|
(38)
|
Oaktree Opps VIIIb Holdco Ltd. (“OAK Opps VIIIb Holdco”), in its capacity as a direct owner of Common Stock;
|
|
(39)
|
Oaktree Huntington Investment Fund, L.P. (“OAK HIF”), in its capacity as a direct owner of Common Stock;
|
|
(40)
|
Oaktree Huntington Investment Fund GP, L.P. (“OAK HIF GP”), in its capacity as general partner of OAK HIF;
|
|
(41)
|
Oaktree Huntington Investment Fund GP Ltd. (“OAK HIF GP Ltd.”), in its capacity as general partner of OAK HIF GP;
|
|
(42)
|
Oaktree Opportunities Fund VIII (Parallel 2), L.P. (“OAK VIII Parallel 2”), in its capacity as a direct owner of Common Stock;
|
|
(43)
|
Oaktree Opportunities Fund VIII GP, L.P. (“OAK VIII GP”), in its capacity as general partner of OAK VIII Parallel 2;
|
|
(44)
|
Oaktree Opportunities Fund VIII GP Ltd. (“OAK VIII GP Ltd.”), in its capacity as general partner of OAK VIII GP;
|
|
(45)
|
Opps DGY Holdings, L.P. (“OAK DGY Holdings”), in its capacity as a direct owner of Common Stock;
|
|
(46)
|
Oaktree Opportunities Fund X GP, L.P. (“OAK DGY Holdings GP”), in its capacity as general partner of OAK DGY Holdings;
|
|
(47)
|
Oaktree Opportunities Fund X GP Ltd. (“OAK DGY Holdings GP Ltd.”), in its capacity as general partner of OAK DGY Holdings GP.
|
|
(48)
|
Oaktree FF Investment Fund, L.P. - Class B (“OCM FB”), in its capacity as a direct owner of Common Stock;
|
|
(49)
|
Oaktree FF Investment Fund GP, L.P. (“OCM FB GP”), in its capacity as the general partner of OCM FB;
|
|
(50)
|
Oaktree FF Investment Fund GP Ltd. (“OCM FG GP Ltd.”), in its capacity as the general partner of OCM FB GP;
|
|
(51)
|
Oaktree FF Investment Fund Class F Holdings, L.P. (“OCM FF”), in its capacity as a direct owner of Common Stock;
|
|
(52)
|
Oaktree FF Investment Fund Class F Holdings GP, L.P. (“OCM FF GP”), in its capacity as the general partner of OAK FF;
|
|
(53)
|
Oaktree FF Investment Fund Class F Holdings GP Ltd. (“OCM FF GP Ltd.”), in its capacity as the general partner of OAK FF GP;
|
|
(54)
|
Oaktree Value Opportunities Fund Holdings, L.P. (“OAK VOF Holdings”), in its capacity as a direct owner of Common Stock;
|
|
(55)
|
Oaktree Value Opportunities Fund GP, L.P. (“OAK VOF GP”), in its capacity as general partner of OAK VOF Holdings;
|
|
(56)
|
Oaktree Value Opportunities Fund GP Ltd., in its capacity as the general partner of OAK VOF GP;
|
|
(57)
|
Oaktree Opportunities Fund X Holdings (Delaware), L.P. (“OAK Fund X”), in its capacity as a direct owner of Common Stock;
|
|
(58)
|
Oaktree Opportunities Fund Xb Holdings (Delaware) (“OAK Opps Xb”), in its capacity as a direct owner of Common Stock;
|
|
(59)
|
Oaktree Opportunities Fund VIII Delaware, L.P. (“OAK Fund VIII”), in its capacity as a direct owner of Common Stock;
|
|
(60)
|
Oaktree Opportunities Fund VIIIb Delaware, L.P. (“OAK Fund VIIIb”), in its capacity as a direct owner of Common Stock;
|
|
(61)
|
OCM Opportunities Fund VIIb Delaware, L.P. (“OCM Opps VIIb”), in its capacity as a direct owner of Common Stock;
|
|
(62)
|
Oaktree Fund GP, LLC (“OAK GP”), in its capacity as general partner of OAK Fund X, OAK Opps Xb, OAK Fund VIII, OAK Fund VIIIb and OCM Opps VIIb;
|
|
(63)
|
Oaktree Fund GP I, L.P. (“OAK GP I”), in its capacity as managing member of OAK GP;
|
|
(64)
|
Oaktree Capital I, L.P. (“OAK Capital”), in its capacity as general partner of OAK GP I;
|
|
(65)
|
OCM Holdings I, LLC (“OCM I”), in its capacity as general partner of OAK Capital;
|
|
(66)
|
OCM Holdings, LLC (“OCM Holdings”), in its capacity as managing member of OCM I;
|
|
(67)
|
Oaktree Capital Group, LLC (“OCG”), in its capacity as managing member of OCM Holdings;
|
|
(68)
|
Oaktree Capital Management, L.P. (“OCM”), in its capacity as director of 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 as duly appointed manager of OAK-Forrest;
|
|
(69)
|
Oaktree Capital Management GP LLC (“OCM GP”), in its capacity as general partner of OCM; and
|
|
(70)
|
Atlas OCM Holdings LLC (“Atlas OCM”), in its capacity as managing member of OCM GP;
|
|
(71)
|
Oaktree Capital Group Holdings GP, LLC (“OCGH”), in its capacity as the indirect owner of the class B units of each of OCG and Atlas OCM.
|
“Brookfield Investment Vehicles” means Titan AC, Titan CN, Titan DS, Titan FN, Titan GLH, Titan HI, Titan ICG, Titan LB, Titan MCG and Titan MRS, Titan RBS (collectively, the “Titan Vehicles”), Longhorn, Titan
Holdings, Aggregator and Sub Aggregator.
“Brookfield Entities” means the Brookfield Investment Vehicles, Titan Co-Invest, BPEGH, BAMPIC, BCA, BPFH, BHC, BCPL, BPE DIH, BPEH, BUS, BPE, BAM and Partners.
“Oaktree Investment Vehicles” means OCM Opps VIIb, OAK-Forrest, OAK Opps X, OAK Fund X, OAK Opps Xb, OCM Fund VII, OCM Opps VIIb, OAK Fund VIII, OAK Fund VIIIb, OAK HIF, OAK VIII Parallel 2, OAK DGY Holdings, OAK
VOF Holdings, OCM FB and OCM FF.
“Oaktree Entities” means the Oaktree Investment Vehicles, OAK GP, OAK GP I, OAK Capital, OCM I, OCM Holdings, OCG, OCM, OCM GP, Atlas OCM and OCGH.
“Investment Vehicles” means the Brookfield Investment Vehicles and the Oaktree Investment Vehicles, collectively.
*Attached as Exhibit 2 is a copy of an agreement among the Reporting Persons that this Amendment No. 2 to Schedule 13G (this “Statement”) is being filed on behalf of each of them.
(b). Address of Principal Business Office or, if none, Residence
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 Entities is:
333 S. Grand Avenue, 28th Floor
Los Angeles, CA 90071
(c) Citizenship. See Row 4 of each of the cover pages to this Statement, incorporated herein by reference.
(d) Title of Class of Securities. Common Stock, par value $0.01 per share
(e) CUSIP Number. 92840M102
(a)(b)(c)
|
Amount beneficially owned:
|
All calculations of percentages of beneficial ownership in this Item 4 and elsewhere in this Statement are based on 488,578,428 shares of the Issuer’s Common Stock outstanding as of April 30, 2020, as provided in
the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (the “Outstanding Shares”).
As of March 18, 2020, the Brookfield Investment Vehicles collectively owned 19,855,405 shares of Common Stock, or 4.06% of the Outstanding Shares, each of which directly held and beneficially owned the shares of
Common Stock indicated in the following table:
|
Investment Vehicle
|
|
Sole Voting
and
Dispositive
Power
|
|
Shared
Voting and
Dispositive
Power
|
|
Aggregate
Beneficial
Ownership
|
|
Percentage of
Outstanding
Shares
|
|
Titan Aggregator
|
|
96,960
|
|
4,608,296.10
|
|
4,705,256.10
|
|
0.96%
|
|
Titan Sub-Aggregator
|
|
200,264
|
|
5,271,964.75
|
|
5,472,228.75
|
|
1.12%
|
|
Titan Margin
|
|
9,001,495
|
|
0
|
|
9,001,495
|
|
1.84%
|
|
Titan Holdings
|
|
5,853,026
|
|
772,128
|
|
6,625,154
|
|
1.36%
|
|
Titan AC
|
|
442,466
|
|
130,445
|
|
572,911
|
|
0.12%
|
|
Titan CN
|
|
1,141
|
|
0
|
|
1,141
|
|
Less than 0.01%
|
|
Titan DS
|
|
139,838
|
|
1,929
|
|
141,767
|
|
0.03%
|
|
Titan FN
|
|
223,384
|
|
35,374
|
|
258,758
|
|
0.05%
|
|
Titan GLH
|
|
790
|
|
0
|
|
790
|
|
Less than 0.01%
|
|
Titan HI
|
|
676,360
|
|
74,744
|
|
751,104
|
|
0.15%
|
|
Titan ICG
|
|
563,838
|
|
105,183
|
|
669,021
|
|
0.14%
|
|
Titan LB
|
|
279,675
|
|
3,858
|
|
283,533
|
|
0.06%
|
|
Titan MCG
|
|
1,291
|
|
0
|
|
1,291
|
|
Less than 0.01%
|
|
Titan MRS
|
|
562,650
|
|
7,884
|
|
570,534
|
|
0.12%
|
|
Titan RBS
|
|
1,280
|
|
0
|
|
0
|
|
Less than 0.01%
|
|
Longhorn
|
|
0
|
|
1,810,947
|
|
1,810,947
|
|
0.37%
|
As of March 18, 2020, the Oaktree Vehicles collectively owned 30,278,055 shares of Common Stock, or 6.2% of the Outstanding Shares, each of which directly held and beneficially owned the shares of Common Stock
indicated in the following table:
|
Investment Vehicle
|
|
Sole Voting
and
Dispositive
Power
|
|
Shared
Voting and
Dispositive
Power
|
|
Aggregate
Beneficial
Ownership
|
|
Percentage of
Outstanding
Shares
|
|
OAK-Forrest
|
|
692
|
|
0
|
|
692
|
|
Less than 0.01%
|
|
OAK Opps X Holdco
|
|
19,553
|
|
0
|
|
19,553
|
|
Less than 0.01%
|
|
OAK Fund X
|
|
6,912,379
|
|
0
|
|
6,912,379
|
|
1.41%
|
|
OAK Opps Xb
|
|
1,132,519
|
|
0
|
|
1,132,519
|
|
0.23%
|
|
OCM Fund VII
|
|
244
|
|
0
|
|
244
|
|
Less than 0.01%
|
|
OCM Opps VIIb
|
|
4,383
|
|
0
|
|
4,383
|
|
Less than 0.01%
|
|
OAK Fund VIII
|
|
1,909
|
|
0
|
|
1,909
|
|
0.00%
|
|
OAK Fund VIIIb
|
|
6,908,673
|
|
0
|
|
6,908,673
|
|
1.41%
|
|
OAK Opps VIIIb Holdco
|
|
818,216
|
|
0
|
|
818,216
|
|
0.17%
|
|
OAK HIF
|
|
454
|
|
0
|
|
454
|
|
Less than 0.01%
|
|
OAK VIII Parallel 2
|
|
60
|
|
0
|
|
60
|
|
Less than 0.01%
|
|
OAK DGY
|
|
13,103,689
|
|
0
|
|
13,103,689
|
|
2.68%
|
|
OCM FB
|
|
154
|
|
0
|
|
154
|
|
Less than 0.01%
|
|
OCM FF
|
|
333,557
|
|
0
|
|
333,557
|
|
0.07%
|
|
OAK VOF Holdings
|
|
1,041,573
|
|
0
|
|
1,041,573
|
|
0.21%
|
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 Inc., (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, and (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.
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 beneficially own securities of the Issuer held by the Oaktree Entities.
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, which beneficially owns 42,170,007 shares of Common Stock (including 22,881,101 shares beneficially owned by Seismic). Such amount does not include any such shares beneficially owned by the
Oaktree Entities.
Pursuant to Rule 13d-4 of the Act, the filings by the Reporting Persons of this Amendment No. 2 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.
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.
Item 5.
|
Ownership of Five Percent or Less of a Class
|
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 ☐.
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person
|
Not applicable.
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
|
Not applicable
Item 8.
|
Identification and Classification of Members of the Group
|
Not applicable.
Item 9.
|
Notice of Dissolution of Group
|
Not applicable
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §
240.14a-11.
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: September 21, 2020
|
BROOKFIELD ASSET MANAGEMENT, INC.
|
|
|
|
|
Name:
|
Jessica Diab
|
|
Title:
|
Vice President – Legal & Regulatory
|
|
|
|
|
Name:
|
Brian Lawson
|
|
Title:
|
President
|
|
BROOKFIELD PRIVATE EQUITY INC.
|
|
|
|
|
|
|
Name:
|
A.J. Silber
|
|
Title:
|
Director
|
|
|
|
|
Name:
|
Kathy Sarpash
|
|
Title:
|
Secretary
|
|
BROOKFIELD PRIVATE EQUITY HOLDINGS LLC
|
|
|
|
|
|
|
Name:
|
Luke Ricci
|
|
Title:
|
Director, Legal
|
|
BROOKFIELD PRIVATE EQUITY DIRECT INVESTMENTS HOLDINGS LP
|
|
By:
|
Brookfield Private Equity Inc., its general partner:
|
|
Name:
|
A.J. Silber
|
|
Title:
|
Director
|
|
BROOKFIELD CAPITAL PARTNERS LTD.
|
|
Name:
|
A.J. Silber
|
|
Title:
|
Director
|
|
BROOKFIELD HOLDINGS CANADA INC.
|
|
Name:
|
Kathy Sarpash
|
|
Title:
|
Vice-President and Secretary
|
|
BROOKFIELD PRIVATE FUNDS HOLDINGS INC.
|
|
Name:
|
Kathy Sarpash
|
|
Title:
|
Senior Vice President
|
|
BROOKFIELD CANADA ADVISER, LP
|
|
By:
|
Brookfield Private Funds Holdings Inc., its general partner:
|
|
Name:
|
Karly Dyck
|
|
Title:
|
Senior Vice President
|
|
BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (CANADA), L.P.
|
|
By:
|
Brookfield Private Funds Holdings, Inc., its general partner:
|
|
Name:
|
Karly Dyck
|
|
Title:
|
Senior Vice President
|
|
TITAN CO-INVESTMENT GP, LLC
|
|
Name:
|
Luke Ricci
|
|
Title:
|
Director, Legal
|
|
BROOKFIELD PRIVATE EQUITY GROUP HOLDINGS LP
|
|
By:
|
Brookfield Private Equity Inc., its general partner:
|
|
Name:
|
A.J. Silber
|
|
Title:
|
Director
|
|
BROOKFIELD TITAN HOLDINGS LP
|
|
By:
|
Titan Co-Investment GP, LLC, its general partner:
|
|
Name:
|
Luke Ricci
|
|
Title:
|
Director, Legal
|
|
BCP TITAN MARGIN AGGREGATOR, L.P.
|
|
By:
|
Titan Margin Investment GP LLC, its general partner:
|
|
Name:
|
Luke Ricci
|
|
Title:
|
Director, Legal
|
|
TITAN MARGIN INVESTMENT GP LLC
|
|
Name:
|
Luke Ricci
|
|
Title:
|
Director, Legal
|
|
TITAN CO-INVESTMENT-AC, L.P.
|
|
By:
|
Titan Co-Investment GP, LLC, its general partner:
|
|
Name:
|
Luke Ricci
|
|
Title:
|
Director, Legal
|
|
TITAN CO-INVESTMENT-CN, L.P.
|
|
By:
|
Titan Co-Investment GP, LLC, its general partner:
|
|
Name:
|
Luke Ricci
|
|
Title:
|
Director, Legal
|
|
TITAN CO-INVESTMENT-DS, L.P.
|
|
By:
|
Titan Co-Investment GP, LLC, its general partner:
|
|
Name:
|
Luke Ricci
|
|
Title:
|
Director, Legal
|
|
TITAN CO-INVESTMENT-FN, L.P.
|
|
By:
|
Titan Co-Investment GP, LLC, its general partner:
|
|
Name:
|
Luke Ricci
|
|
Title:
|
Director, Legal
|
|
TITAN CO-INVESTMENT-GLH, L.P.
|
|
By:
|
Titan Co-Investment GP, LLC, its general partner:
|
|
Name:
|
Luke Ricci
|
|
Title:
|
Director, Legal
|
|
TITAN CO-INVESTMENT-HI, L.P.
|
|
By:
|
Titan Co-Investment GP, LLC, its general partner:
|
|
Name:
|
Luke Ricci
|
|
Title:
|
Director, Legal
|
|
TITAN CO-INVESTMENT-ICG, L.P.
|
|
By:
|
Titan Co-Investment GP, LLC, its general partner:
|
|
Name:
|
Luke Ricci
|
|
Title:
|
Director, Legal
|
|
TITAN CO-INVESTMENT-LB, L.P.
|
|
By:
|
Titan Co-Investment GP, LLC, its general partner:
|
|
Name:
|
Luke Ricci
|
|
Title:
|
Director, Legal
|
|
TITAN CO-INVESTMENT-MCG, L.P.
|
|
By:
|
Titan Co-Investment GP, LLC, its general partner:
|
|
Name:
|
Luke Ricci
|
|
Title:
|
Director, Legal
|
|
TITAN CO-INVESTMENT-MRS, L.P.
|
|
By:
|
Titan Co-Investment GP, LLC, its general partner:
|
|
Name:
|
Luke Ricci
|
|
Title:
|
Director, Legal
|
|
TITAN CO-INVESTMENT-RBS, L.P.
|
|
By:
|
Titan Co-Investment GP, LLC, its general partner:
|
|
Name:
|
Luke Ricci
|
|
Title:
|
Director, Legal
|
|
BCP TITAN AGGREGATOR, L.P.
|
|
By:
|
Titan Co-Investment GP, LLC, its general partner:
|
|
Name:
|
Luke Ricci
|
|
Title:
|
Director, Legal
|
|
BCP TITAN SUB AGGREGATOR, L.P.
|
|
By:
|
Titan Co-Investment GP, LLC, its general partner:
|
|
Name:
|
Luke Ricci
|
|
Title:
|
Director, Legal
|