Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
| Weatherford International plc |
| (Name of Issuer) |
| Class A Common Stock |
| (Title of Class of Securities) |
| G48833118 |
| (CUSIP Number) |
| December 31, 2021 |
| (Date of Event which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed. |
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
| *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 disclosures provided in a prior cover page. | |
| The information required on 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). | |
| CUSIP No. G48833118 | SCHEDULE 13G | Page 2 of 25 |
| 1 |
NAME OF REPORTING PERSON
Oaktree Opps Xb Holdco Ltd. |
|
| 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
2,710,524 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
2,710,524 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,710,524 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.9% (2) |
|
| 12 |
TYPE OF REPORTING PERSON
CO |
| (1) | In its capacity as the direct owner of 2,710,524 shares of common stock, par value $0.001 per share of the Issuer (“Common Stock”). |
| (2) | All calculations of percentage ownership herein are based on a total of 70,161,685 shares of Common Stock issued and outstanding as of October 20, 2021, as reported by the Issuer on its Form 10-Q filed with the United States Securities Exchange Commission (the “SEC”) on November 2, 2021 (the “Form 10-Q”). |
| CUSIP No. G48833118 | SCHEDULE 13G | Page 3 of 25 |
| 1 |
NAME OF REPORTING PERSON
Oaktree Cascade Investment Fund I, 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
925,129 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
925,129 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
925,129 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.3% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| (1) | In its capacity as the direct owner of 925,129 Shares. |
| CUSIP No. G48833118 | SCHEDULE 13G | Page 4 of 25 |
| 1 |
NAME OF REPORTING PERSON
Oaktree Opportunities Fund Xb Holdings (Delaware), 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
1,953,642 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
1,953,642 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,953,642 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.8% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| (1) | In its capacity as the direct owner of 1,953,642 Shares. |
| CUSIP No. G48833118 | SCHEDULE 13G | Page 5 of 25 |
| 1 |
NAME OF REPORTING PERSON
Oaktree Fund 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
2,878,771 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
2,878,771 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,878,771 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.1% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| (1) | Solely in its capacity as the general partner of Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. and Oaktree Cascade Investment Fund I, L.P. |
| CUSIP No. G48833118 | SCHEDULE 13G | Page 6 of 25 |
| 1 |
NAME OF REPORTING PERSON
Oaktree Fund GP I, 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
6,108,916 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
6,108,916 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,108,916 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.7% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| (1) | Solely in its capacity as the managing member of Oaktree Fund GP, LLC and the sole shareholder of Oaktree Opps Xb Holdco Ltd. and certain funds and accounts (the “Managed Entities”) that, in the aggregate, are the direct owners of 519,621 Shares. |
| CUSIP No. G48833118 | SCHEDULE 13G | Page 7 of 25 |
| 1 |
NAME OF REPORTING PERSON
Oaktree Capital I, 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
6,108,916 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
6,108,916 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,108,916 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.7% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| (1) | Solely in its capacity as the general partner of Oaktree Fund GP I, L.P. |
| CUSIP No. G48833118 | SCHEDULE 13G | Page 8 of 25 |
| 1 |
NAME OF REPORTING PERSON
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
6,108,916 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
6,108,916 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,108,916 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.7% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| (1) | Solely in its capacity as the general partner of Oaktree Capital I, L.P. |
| CUSIP No. G48833118 | SCHEDULE 13G | Page 9 of 25 |
| 1 |
NAME OF REPORTING PERSON
Oaktree 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
6,108,916 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
6,108,916 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,108,916 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.7% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| (1) | Solely in its capacity as the managing member of OCM Holdings I, LLC. |
| CUSIP No. G48833118 | SCHEDULE 13G | Page 10 of 25 |
| 1 |
NAME OF REPORTING PERSON
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
3,230,145 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
3,230,145 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,230,145 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.6% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| (1) | Solely in its capacity as the sole director of Oaktree Opps Xb Holdco Ltd. and as the duly appointed investment manager of the Managed Entities. |
| CUSIP No. G48833118 | SCHEDULE 13G | Page 11 of 25 |
| 1 |
NAME OF REPORTING PERSON
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
3,230,145 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
3,230,145 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,230,145 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.6% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| (1) | Solely in its capacity as the general partner of Oaktree Capital Management, L.P. |
| CUSIP No. G48833118 | SCHEDULE 13G | Page 12 of 25 |
| 1 |
NAME OF REPORTING PERSON
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
3,230,145 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
3,230,145 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,230,145 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.6% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| (1) | Solely in its capacity as the sole managing member of Oaktree Capital Management GP, LLC. |
| CUSIP No. G48833118 | SCHEDULE 13G | Page 13 of 25 |
| 1 |
NAME OF REPORTING PERSON
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
6,108,916 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
6,108,916 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,108,916 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.7% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| (1) | Solely in its capacity as the managing member of Oaktree Holdings, LLC. |
| CUSIP No. G48833118 | SCHEDULE 13G | Page 14 of 25 |
| 1 |
NAME OF REPORTING PERSON
Oaktree Capital Group Holdings 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
6,108,916 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
6,108,916 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,108,916 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.7% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| (1) | Solely in its capacity as the indirect owner of the class B units of each of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC. |
| CUSIP No. G48833118 | SCHEDULE 13G | Page 15 of 25 |
| 1 |
NAME OF REPORTING PERSON
Brookfield Asset Management 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, Canada |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
6,108,916 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
6,108,916 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,108,916 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.7% |
|
| 12 |
TYPE OF REPORTING PERSON
HC |
| (1) | Solely in its capacity as the indirect owner of the class A units of each of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC. |
| CUSIP No. G48833118 | SCHEDULE 13G | Page 16 of 25 |
| 1 |
NAME OF REPORTING PERSON
BAM Partners Trust |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
6,108,916 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
6,108,916 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,108,916 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.7% |
|
| 12 |
TYPE OF REPORTING PERSON
HC |
| (1) | Solely in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield Asset Management, Inc. |
| CUSIP No. G48833118 | SCHEDULE 13G | Page 17 of 25 |
| ITEM 1. | (a) | Name of Issuer: |
| Weatherford International plc | ||
| (b) | Address of Issuer’s Principal Executive Offices: | |
|
2000 St. James Place Houston, Texas 77056 | ||
| ITEM 2. | (a)-(c) Name of Person Filing; Address of Principal Business Office; and Citizenship | |
| This Schedule 13G is filed jointly by each of the following persons (collectively, the “Reporting Persons”) pursuant to a joint filing agreement attached hereto as Exhibit 1: | ||
| (1) | Oaktree Opps Xb Holdco Ltd., a Cayman Islands exempted company (“Xb Holdco”), in its capacity as the direct owner of 2,710,524 shares of Common Stock; | |
| (2) | Oaktree Cascade Investment Fund I, L.P., a Delaware limited partnership (“Cascade”), in its capacity as the direct owner of 925,129 Shares; | |
| (3) | Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., a Delaware limited partnership (“Xb Holdings”), in its capacity as the direct owner of 1,953,642 shares of Common Stock; | |
| (4) | Oaktree Fund GP, LLC, a Delaware limited liability company (“Fund GP”), in its capacity as the general partner of Cascade and Xb Holdings; | |
| (5) | Oaktree Fund GP I, L.P., a Delaware limited partnership (“GP I”), in its capacity as the managing member of Fund GP, the sole shareholder of Xb Holdco and the Managed Entities that, in the aggregate, are the direct owners of 928,628 shares of Common Stock; | |
| (6) | Oaktree Capital I, L.P., a Delaware limited partnership (“Capital I”), in its capacity as the general partner of GP I; | |
| (7) | OCM Holdings I, LLC, a Delaware limited liability company (“Holdings I”), in its capacity as the general partner of Capital I; | |
| (8) | Oaktree Holdings, LLC, a Delaware limited liability company (“Holdings”), in its capacity as the managing member of Holdings I; and | |
| (9) | Oaktree Capital Management, L.P., a Delaware limited partnership (“Management”), in its capacity as the sole director of Xb Holdco and as the duly appointed investment manager of the Managed Entities; | |
| CUSIP No. G48833118 | SCHEDULE 13G | Page 18 of 25 |
| (10) | Oaktree Capital Management GP, LLC, a Delaware limited liability company (“Management GP”), in its capacity as the general partner of Management; | |
| (11) | Atlas OCM Holdings LLC, a Delaware limited liability company (“Atlas”), in its capacity as the sole managing member of Management GP; | |
| (12) | Oaktree Capital Group, LLC, a Delaware limited liability company (“OCG”), in its capacity as the managing member of Holdings; | |
| (13) | Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (“OCGH GP”), in its capacity as the indirect owner of the class B units of each of OCG and Atlas; | |
| (14) | Brookfield Asset Management Inc., a Canadian corporation (“BAM”), in its capacity as the indirect owner of the class A units of each of OCG and Atlas; and | |
| (15) | BAM Partners Trust, a trust formed under the laws of Ontario (“BAM Partners”), in its capacity as the sole owner of Class B Limited Voting Shares of BAM. |
| The principal business address of each of the Reporting Persons is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071. | ||
| (d) | Title of Class of Securities: | |
| Common Shares, $0.001 par value per share (the “Shares”) | ||
| (e) | CUSIP Number: G48833118 | |
| ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: | |
| (a) | [__] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o) | |
| (b) | [__] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c) | |
| (c) | [__] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c) | |
| (d) | [__] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8) | |
| (e) | [__] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E) | |
| (f) | [__] An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F) | |
| (g) | [__] A Parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G) | |
| (h) | [__] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813) | |
| (i) | [__] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3) | |
| (j) | [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J). | |
| CUSIP No. G48833118 | SCHEDULE 13G | Page 19 of 25 |
| ITEM 4. | OWNERSHIP |
|
The responses of the Reporting Persons to Rows 5-9 and 11 in each of their respective cover pages to this Schedule 13G are incorporated herein by reference.
Xb Holdco directly holds 2,710,524 Shares, constituting approximately 3.9% of the total issued and outstanding Shares and has the sole power to vote and dispose of such shares.
Cascade directly holds 925,129 Shares, constituting approximately 1.3% of the total issued and outstanding Shares and has the sole power to vote and dispose of such shares.
Xb Holdings directly holds 1,953,642 Shares, constituting approximately 2.8% of the total issued and outstanding Shares and has the sole power to vote and dispose of such shares.
Fund GP, in its capacity as the general partner of Cascade and Xb Holdings, has the ability to direct the management of Cascade’s and Xb Holdings’ business, including the power to vote and dispose of securities held by Cascade and Xb Holdings; therefore Fund GP may be deemed to beneficially own the Shares held by Cascade and Xb Holdings.
GP I, in its capacity as the sole shareholder of Xb Holdco and the Managed Funds, has the ability to appoint and remove the directors and direct the management of the business of Xb Holdco and the Managed Funds, including the power to direct the decisions of Xb Holdco and the Managed Funds regarding the vote and disposition of securities held by Xb Holdco and the Managed Funds. Additionally, GP I, in its capacity as the managing member of Fund GP, has the ability to direct the management of Fund GP’s business, including the power to direct the decisions of Fund GP regarding the vote and disposition of securities held by Cascade and Xb Holdings. Therefore, GP I may be deemed to have indirect beneficial ownership of the Shares held by Xb Holdco, the Managed Funds, Cascade and Xb Holdings.
Capital I, in its capacity as the general partner of GP I, has the ability to direct the management of GP I’s business, including the power to direct the decisions of GP I regarding the vote and disposition of securities held by Xb Holdco, the Managed Funds, Cascade and Xb Holdings; therefore, Capital I may be deemed to have indirect beneficial ownership of the Shares held by Xb Holdco, the Managed Funds, Cascade and Xb Holdings.
Holdings I, in its capacity as the general partner of Capital I, has the ability to direct the management of Capital I’s business, including the power to direct the decisions of Capital I regarding the vote and disposition of securities held by Xb Holdco, the Managed Funds, Cascade and Xb Holdings; therefore, Holdings I may be deemed to have indirect beneficial ownership of the Shares held by Xb Holdco, the Managed Funds, Cascade and Xb Holdings.
Holdings, in its capacity as the managing member of Holdings I, has the ability to direct the management of Holding I’s business, including the power to direct the decisions of Holdings I regarding the vote and disposition of securities held by Xb Holdco, the Managed Funds, Cascade and Xb Holdings; therefore, Holdings may be deemed to have indirect beneficial ownership of the Shares held by Xb Holdco, the Managed Funds, Cascade and Xb Holdings.
Management, in its capacity as the sole director of Xb Holdco and as the duly appointed investment manager of the Managed Entities, has the ability to direct the management of Xb Holdco and the Managed Entities, including the power to direct the decisions of Xb Holdco and the Managed Entities regarding the vote and disposition of securities held by Xb Holdco and the Managed Entities; therefore, Management may be deemed to have indirect beneficial ownership of the Shares held by Xb Holdco and the Managed Entities. |
| CUSIP No. G48833118 | SCHEDULE 13G | Page 20 of 25 |
|
Management GP, in its capacity as the general partner of Management, has the ability to direct the management of Management’s business, including the power to direct the decisions of Management regarding the vote and disposition of securities held by Xb Holdco and the Managed Entities; therefore, Management GP may be deemed to have indirect beneficial ownership of the Shares held by Xb Holdco and the Managed Entities.
Atlas, in its capacity as the sole managing member of Management GP, has the ability to direct the management of Management GP’s business, including the power to direct the decisions of Management GP regarding the vote and disposition of securities held by Xb Holdco and the Managed Entities; therefore, Management GP may be deemed to have indirect beneficial ownership of the Shares held by Xb Holdco and the Managed Entities.
OCG, in its capacity as the managing member of Holdings, has the ability to direct the management of Holdings’ business, including the power to direct the decisions of Holdings regarding the vote and disposition of securities held by Xb Holdco, the Managed Entities, Cascade and Xb Holdings; therefore, OCG may be deemed to have indirect beneficial ownership of the Shares held by Xb Holdco, the Managed Entities, Cascade and Xb Holdings.
OCGH GP, in its capacity as the indirect owner of the class B units of each of OCG and Atlas, has the ability to appoint and remove certain directors of OCG and Atlas and, as such, may indirectly control the decisions of OCG and Atlas regarding the vote and disposition of securities held by Xb Holdco, the Managed Entities, Cascade and Xb Holdings; therefore, OCGH GP may be deemed to have indirect beneficial ownership of the Shares held by Xb Holdco, the Managed Entities, Cascade and Xb Holdings.
BAM, in its capacity as the indirect owner of the class A units of each of OCG and Atlas, has the ability to appoint and remove certain directors of OCG and Atlas and, as such, may indirectly control the decisions of OCG and Atlas regarding the vote and disposition of securities held by Xb Holdco, the Managed Entities, Cascade and Xb Holdings; therefore BAM may be deemed to have indirect beneficial ownership of the Shares held by Xb Holdco, the Managed Entities, Cascade and Xb Holdings.
BAM Partners, in its capacity as the sole owner of Class B Limited Voting Shares of BAM, has the ability to appoint and remove certain directors of BAM and, as such, may indirectly control the decisions of BAM regarding the vote and disposition of securities held by Xb Holdco, the Managed Entities, Cascade and Xb Holdings; therefore BAM Partners may be deemed to have indirect beneficial ownership of the Shares held by Xb Holdco, the Managed Entities, Cascade and Xb Holdings.
Pursuant to Rule 13d-4 of the Exchange Act, the Reporting Persons declare that filing this Statement shall 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 Exchange Act, the beneficial owner of any securities covered by this Statement except to the extent of such person’s pecuniary interest in the Shares, and except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person.
All ownership percentages of the securities reported in this Statement are based on 70,161,685 Shares outstanding as of October 20, 2021, as reported by the Issuer on the Form 10-Q. |
| CUSIP No. G48833118 | SCHEDULE 13G | Page 21 of 25 |
| 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 five 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. |
| Not applicable. | |
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
| Not applicable. | |
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP |
| Not applicable. | |
| ITEM 10. | CERTIFICATIONS. |
| 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. |
| CUSIP No. G48833118 | SCHEDULE 13G | Page 22 of 25 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2022
|
OAKTREE OPPS XB HOLDCO LTD. |
|||
| By: | Oaktree Capital Management, L.P. | ||
| Its: | Director | ||
| By: | /s/ Henry Orren | ||
| Name: | Henry Orren | ||
| Title: | Senior Vice President | ||
| OAKTREE CASCADE INVESTMENT FUND I GP, L.P. | |||
| By: | Oaktree Fund GP, LLC | ||
| Its: | General Partner | ||
| By: | Oaktree Fund GP I, L.P. | ||
| Its: | Managing Member | ||
| By: | /s/ Henry Orren | ||
| Name: | Henry Orren | ||
| Title: | Senior Vice President | ||
| OAKTREE OPPORTUNITIES FUND Xb HOLDINGS (DELAWARE), L.P. | |||
| By: | Oaktree Fund GP, LLC | ||
| Its: | General Partner | ||
| By: | Oaktree Fund GP I, L.P. | ||
| Its: | Managing Member | ||
| By: | /s/ Henry Orren | ||
| Name: | Henry Orren | ||
| Title: | Senior Vice President | ||
| OAKTREE FUND GP, LLC | |||
| By: | Oaktree Fund GP I, L.P. | ||
| Its: | Managing Member | ||
| By: | /s/ Henry Orren | ||
| Name: | Henry Orren | ||
| Title: | Senior Vice President | ||
| CUSIP No. G48833118 | SCHEDULE 13G | Page 23 of 25 |
| OAKTREE FUND GP I, L.P. | |||
| By: | /s/ Henry Orren | ||
| Name: | Henry Orren | ||
| Title: | Senior Vice President | ||
| OAKTREE CAPITAL I, L.P. | |||
| By: | /s/ Henry Orren | ||
| Name: | Henry Orren | ||
| Title: | Senior Vice President | ||
| OCM HOLDINGS I, LLC | |||
| By: | /s/ Henry Orren | ||
| Name: | Henry Orren | ||
| Title: | Senior Vice President | ||
| OAKTREE HOLDINGS, LLC | |||
| By: | /s/ Henry Orren | ||
| Name: | Henry Orren | ||
| Title: | Senior Vice President | ||
| OAKTREE CAPITAL MANAGEMENT, L.P. | |||
| By: | /s/ Henry Orren | ||
| Name: | Henry Orren | ||
| Title: | Senior Vice President | ||
| OAKTREE CAPITAL MANAGEMENT GP, LLC | |||
| By: | Atlas OCM Holdings, LLC | ||
| Its: | Managing Member | ||
| By: | Oaktree New Holdings, LLC | ||
| Its: | Member | ||
| By: | /s/ Henry Orren | ||
| Name: | Henry Orren | ||
| Title: | Senior Vice President | ||
| CUSIP No. G48833118 | SCHEDULE 13G | Page 24 of 25 |
| ATLAS OCM HOLDINGS, LLC | |||
| By: | Oaktree New Holdings, LLC | ||
| Its: | Member | ||
| By: | /s/ Henry Orren | ||
| Name: | Henry Orren | ||
| Title: | Senior Vice President | ||
| OAKTREE CAPITAL GROUP, LLC | |||
| By: | /s/ Henry Orren | ||
| Name: | Henry Orren | ||
| Title: | Senior Vice President | ||
| OAKTREE CAPITAL GROUP HOLDINGS GP, LLC | |||
| By: | /s/ Henry Orren | ||
| Name: | Henry Orren | ||
| Title: | Senior Vice President | ||
| BROOKFIELD ASSET MANAGEMENT INC. | |||
| By: | /s/ Kathy Sarpash | ||
| Name: | Kathy Sarpash | ||
| Title: | Senior Vice President Legal & Regulatory | ||
| BAM PARTNERS TRUST | |||
| By: | BAM Class B Partners Inc. | ||
| Its: | Trustee | ||
| By: | /s/ Kathy Sarpash | ||
| Name: | Kathy Sarpash | ||
| Title: | Secretary | ||
| CUSIP No. G48833118 | SCHEDULE 13G | Page 25 of 25 |
Exhibit Index
| Exhibit 1. | Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. |
EXHIBIT 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13G is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements. Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: February 14, 2022
|
OAKTREE OPPS XB HOLDCO LTD. |
|||
| By: | Oaktree Capital Management, L.P. | ||
| Its: | Director | ||
| By: | /s/ Henry Orren | ||
| Name: | Henry Orren | ||
| Title: | Senior Vice President | ||
| OAKTREE CASCADE INVESTMENT FUND I GP, L.P. | |||
| By: | Oaktree Fund GP, LLC | ||
| Its: | General Partner | ||
| By: | Oaktree Fund GP I, L.P. | ||
| Its: | Managing Member | ||
| By: | /s/ Henry Orren | ||
| Name: | Henry Orren | ||
| Title: | Senior Vice President | ||
| OAKTREE OPPORTUNITIES FUND Xb HOLDINGS (DELAWARE), L.P. | |||
| By: | Oaktree Fund GP, LLC | ||
| Its: | General Partner | ||
| By: | Oaktree Fund GP I, L.P. | ||
| Its: | Managing Member | ||
| By: | /s/ Henry Orren | ||
| Name: | Henry Orren | ||
| Title: | Senior Vice President | ||
| OAKTREE FUND GP, LLC | |||
| By: | Oaktree Fund GP I, L.P. | ||
| Its: | Managing Member | ||
| By: | /s/ Henry Orren | ||
| Name: | Henry Orren | ||
| Title: | Senior Vice President | ||
| OAKTREE FUND GP I, L.P. | |||
| By: | /s/ Henry Orren | ||
| Name: | Henry Orren | ||
| Title: | Senior Vice President | ||
| OAKTREE CAPITAL I, L.P. | |||
| By: | /s/ Henry Orren | ||
| Name: | Henry Orren | ||
| Title: | Senior Vice President | ||
| OCM HOLDINGS I, LLC | |||
| By: | /s/ Henry Orren | ||
| Name: | Henry Orren | ||
| Title: | Senior Vice President | ||
| OAKTREE HOLDINGS, LLC | |||
| By: | /s/ Henry Orren | ||
| Name: | Henry Orren | ||
| Title: | Senior Vice President | ||
| OAKTREE CAPITAL MANAGEMENT, L.P. | |||
| By: | /s/ Henry Orren | ||
| Name: | Henry Orren | ||
| Title: | Senior Vice President | ||
| OAKTREE CAPITAL MANAGEMENT GP, LLC | |||
| By: | Atlas OCM Holdings, LLC | ||
| Its: | Managing Member | ||
| By: | Oaktree New Holdings, LLC | ||
| Its: | Member | ||
| By: | /s/ Henry Orren | ||
| Name: | Henry Orren | ||
| Title: | Senior Vice President | ||
| ATLAS OCM HOLDINGS, LLC | |||
| By: | Oaktree New Holdings, LLC | ||
| Its: | Member | ||
| By: | /s/ Henry Orren | ||
| Name: | Henry Orren | ||
| Title: | Senior Vice President | ||
| OAKTREE CAPITAL GROUP, LLC | |||
| By: | /s/ Henry Orren | ||
| Name: | Henry Orren | ||
| Title: | Senior Vice President | ||
| OAKTREE CAPITAL GROUP HOLDINGS GP, LLC | |||
| By: | /s/ Henry Orren | ||
| Name: | Henry Orren | ||
| Title: | Senior Vice President | ||
| BROOKFIELD ASSET MANAGEMENT INC. | |||
| By: | /s/ Kathy Sarpash | ||
| Name: | Kathy Sarpash | ||
| Title: | Senior Vice President Legal & Regulatory | ||
| BAM PARTNERS TRUST | |||
| By: | BAM Class B Partners Inc. | ||
| Its: | Trustee | ||
| By: | /s/ Kathy Sarpash | ||
| Name: | Kathy Sarpash | ||
| Title: | Secretary | ||