Sec Form 13G Filing - OAKTREE CAPITAL MANAGEMENT LP filing for ACRES Commercial Realty Corp. (ACR) - 2020-02-13

Represents the number of shares of common stock, par value $0.001 per share (the “Shares”) of the Issuer that is issuable upon conversion of $16,439,000 principal amount of the Issuer’s 4.50% Convertible Senior Notes due 2022 (the “4.50% Notes”) held by the Reporting Person, at a conversion rate for 4.50% Notes of 81.9466 Shares per $1,000 principal amount of 4.50% Notes. 

Calculations of percentage ownership in this Schedule 13G/A below the Ownership Cap (as defined below) are based on an aggregate of 37,169,919 shares of common stock, par value $0.01 per share (the “Shares”) of the Issuer, consisting of (i) 31,880,594 Shares outstanding as of November 4, 2019, as reported by the Issuer on its Quarterly Report on Form 10-Q filed with the United States Securities Exchange Commission (the “SEC”) on November 6, 2019 (the “Form 10-Q”) and (ii) 5,289,325 Shares issuable upon conversion of all of the 4.50% Notes (the “Notes”) held by the Reporting Persons at the current conversion rate for such Notes.  The Third Supplemental Indenture, dated as of August 16, 2017, governing the 4.50% Notes, supplementing the Indenture, dated as of October 21, 2013, between the Issuer and Wells Fargo Bank, National Association, as Trustee (such documents together, the “Notes Documents”), provide that no person may beneficially own or constructively own more than 9.8%, in value or in number of shares, whichever is more restrictive, of the outstanding shares of any class or series of the Issuer’s capital stock, including the Shares, and that conversion of Notes for Shares is not allowed to the extent that receipt of such Shares would cause such person and its affiliates to exceed the ownership limit contained in the articles of incorporation of the Issuer (the “Charter”), which restricts ownership to 9.8% in value or in number of shares, whichever is more restrictive, of the outstanding shares of any class or series of stock of the Issuer excluding any outstanding shares of stock not treated as outstanding for federal income tax purposes (such limits under the Notes Documents and the Charter, the “Ownership Cap”).  Accordingly, the Reporting Persons do not beneficially own, and are not reporting herein, Shares that, as a result of the Ownership Cap, the Reporting Persons do not have the right to acquire upon conversion of the Notes they hold. Calculations of percentage ownership in this Schedule 13G/A which reflect the limitation of the Ownership Cap are based on the Shares outstanding shown in the Form 10-Q above.  Statements of Shares received upon conversion of Notes by one or more Reporting Persons do not take into account Shares received upon any other conversions of Notes by other Reporting Persons.

Represents the number of Shares of the Issuer that is issuable upon conversion of $15,000,000 principal amount of 4.50% Notes  held by the Reporting Person, at the initial conversion rate for 4.50% Notes of 81.9466 Shares per $1,000 principal amount of 4.50% Notes.

260,344 (1)

Represents the number of Shares of the Issuer that is issuable upon conversion of $3,177,000 principal amount of 4.50% Notes held by the Reporting Person, at the initial conversion rate for 4.50% Notes of 81.9466 Shares per $1,000 principal amount of 4.50% Notes.

Solely in its capacity as the manager of Oaktree-TSE 16 Real Estate Debt, LLC.

Solely in its capacity as the managing member of Oaktree Fund GP IIA, LLC.

OCM Holdings I, LLC

The responses of the Reporting Persons to Rows 5-9 and 11 in each of their respective cover pages to this Schedule 13G/A are incorporated herein by reference.

 

Oaktree Real Estate Debt Holdings, Ltd. holds $16,439,000 principal amount of 4.50% Notes, which is convertible into 1,302,111 Shares at a conversion rate for 4.50% Notes of 81.9466 Shares per $1,000 principal amount of 4.50% Notes (representing approximately 3.7% of outstanding Shares).

 

Oaktree Real Estate Debt Holdings II, Ltd. holds $15,000,000 principal amount of 4.50% Notes, which is convertible into 1,188,130 Shares at a conversion rate for 4.50% Notes of 81.9466 Shares per $1,000 principal amount of 4.50% Notes (representing approximately 3.4% of outstanding Shares).

 

Investin Pro RED Holdings, LLC holds $3,177,000 principal amount of 4.50% Notes, which is convertible into 251,646 Shares at a conversion rate for 4.50% Notes of 81.9466 Shares per $1,000 principal amount of 4.50% Notes (representing approximately 0.7% of outstanding Shares).

Oaktree (Lux.) III - Oaktree Global Credit Fund holds $4,217,000 principal amount of 4.50% Notes, which is convertible into 345,569 Shares at a conversion rate for 4.50% Notes of 81.9466 Shares per $1,000 principal amount of 4.50% Notes (representing approximately 1.0% of outstanding Shares).

Oaktree Global Credit Holdings (Delaware), L.P. holds $5,766,000 principal amount of 4.50% Notes, which is convertible into 472,504 Shares at a conversion rate for 4.50% Notes of 81.9466 Shares per $1,000 principal amount of 4.50% Notes (representing approximately 1.3% of outstanding Shares).

Oaktree Global Credit Fund GP, L.P., in its capacity as the general partner of Oaktree Global Credit Holdings (Delaware), L.P. has the ability to direct the business of Oaktree Global Credit Holdings (Delaware), L.P., including with regard to the voting and disposition of securities held by Oaktree Global Credit Holdings (Delaware), L.P.; therefore, Oaktree Global Credit Fund GP, L.P. may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree Global Credit Holdings (Delaware), L.P.

Oaktree Global Credit Fund GP Ltd., in its capacity as the general partner of Oaktree Global Credit Fund GP, L.P. has the ability to direct the business of Oaktree Global Credit Fund GP, L.P., including with regard to the voting and disposition of securities held by Oaktree Global Credit Holdings (Delaware), L.P.; therefore, Oaktree Global Credit Fund GP Ltd. may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree Global Credit Holdings (Delaware), L.P.

Oaktree Capital Management GP, LLC, in its capacity as the general partner of Oaktree Capital Management, L.P., has the ability to direct the management of the business of Oaktree Capital Management, L.P., including with regard to the voting and disposition of securities held by Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd., Oaktree Global Credit Holdings (Delaware), L.P., Investin Pro RED Holdings, LLC, Oaktree (Lux.) III - Oaktree Global Credit Fund and the Managed Funds; therefore, Oaktree Capital Management GP, LLC  may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd., Oaktree Global Credit Holdings (Delaware), L.P., Investin Pro RED Holdings, LLC, Oaktree (Lux.) III - Oaktree Global Credit Fund and the Managed Funds.

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.