Sec Form 13D Filing - OAKTREE CAPITAL GROUP HOLDINGS GP, LLC filing for - 2026-02-10

Item 2(e) is hereby amended and restated in its entirety as follows: On September 25, 2024, the SEC accepted an offer by Oaktree Capital Management L.P., an affiliate of the Reporting Persons, to resolve an investigation involving Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and Rules 13d-2 and 16a-3 thereunder, which require certain investors that beneficially own the registered equity securities of a public company to file reports with the SEC of their beneficial ownership in the equity of the company, including changes in their beneficial ownership, within specified timeframes. Oaktree Capital Management L.P. cooperated immediately and fully with the SEC's investigation, and, without admitting or denying the SEC's findings, in a settled proceeding agreed to cease and desist from committing or causing any violations and any future violations of Sections 13(d) and 16(a) of the Exchange Act and Rules 13d-2 and 16a-3 thereunder and to pay a $375,000 penalty.

The information set forth in Item 6 of the Schedule 13D is incorporated by reference into this Item 4.

The information relating to the beneficial ownership of Common Shares by each of the Reporting Persons set forth in rows (7) and (13) of the cover pages hereto is incorporated by reference into this Item 5(a) and is as of the date hereof. Such beneficial ownership information is based on 118,216,917 shares of common stock outstanding as of October 31, 2025 as reported in the Issuer's Form 10-Q, filed with the SEC on November 5, 2025 (the "10-Q") and, except as otherwise noted, assumes the exchange of Series B-1 Preferred Stock beneficially owned by each Reporting Person, as applicable, into Common Shares (subject in all cases to the Series B-1 Exchange Caps to which the Oaktree Funds are subject, and described more fully in Item 5 of Amendment 6 to this Schedule 13D). The reported securities include 17,241,579 Common Shares directly held by Organics and 3,410,233 Common Shares directly held by OHIF II LP. In addition, the shares of Series B-1 Preferred Stock held by Organics and OHIF II LP are currently exchangeable into an aggregate of 3,113,081 and 611,139, respectively, of Common Shares (after giving effect to the Series B-1 Exchange Caps). Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that such person is the beneficial owner of any of the Common Shares referred to herein for purposes of the Act, or for any other purpose.

The information set forth in Item 5(a) of the Schedule 13D is incorporated by reference into this Item 5(b).

The information set forth in Item 6 of the Schedule 13D is incorporated by reference into this Item 5(c).

Not Applicable.

Item 5(e) of the Schedule 13D is hereby amended and restated as follows: Brookfield Corporation and BAM (the "Brookfield Reporting Persons"), which previously reported together with the Oaktree Reporting Persons set forth in the Schedule 13D (the "Oaktree Reporting Persons"), have been determined to no longer act together with the Oaktree Reporting Persons, and therefore have ceased to be the beneficial owners of more than five percent of the securities covered by this Amendment No. 11.

Voting and Support Agreements In connection with the Issuer's entry into an Arrangement Agreement with Pegasus BidCo B.V. ("Parent") and 2786694 Alberta Ltd. ("Purchaser"), pursuant to which Purchaser will acquire all of the Issuer's outstanding Common Shares in a court-approved statutory arrangement under section 192 of the Canada Business Corporations Act (the "Arrangement"), the Oaktree Funds entered into a voting and support agreement (the "Oaktree Voting and Support Agreement") with, among others, Parent and Purchaser, pursuant to which the Oaktree Funds have agreed to, among other things, vote all the Common Shares beneficially owned or controlled by them in favor of the Arrangement and consent to the exchange of all the Series B-1 Preferred Stock beneficially owned by them in accordance with the plan of arrangement in respect of the Arrangement. In addition, each of the directors and officers of the Issuer, including those directors affiliated with Oaktree Capital Management, L.P. ("Oaktree"), entered into a voting and support agreement (together with the Oaktree Voting and Support Agreement, the "Voting and Support Agreements") with Parent and Purchaser pursuant to which they have agreed to, among other things, vote all the Common Shares beneficially owned or controlled by them in favor of the Arrangement. The foregoing summaries of the Voting and Support Agreements do not purport to be complete and are qualified in their entirety by, the full text of: (1) the form of Oaktree Voting and Support Agreement, which is attached hereto as Exhibit 11 and incorporated herein by reference and (2) the form of the Voting and Support Agreement with directors of the Issuer who are Oaktree designated directors, which is attached hereto as Exhibit 12 and incorporated by reference herein.

Item 7 of the Schedule 13D is hereby amended and supplemented to add the following exhibits: Exhibit 11 Form of Oaktree Voting and Support Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on February 6, 2026). Exhibit 12 Form of Voting and Support Agreement with directors (Oaktree designees) (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer with the SEC on February 6, 2026).