UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Berry Petroleum Corporation
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(Name of Issuer)
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Class A Common Stock
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(Title of Class of Securities)
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08579X101
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(CUSIP Number)
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December 31, 2019
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed.
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☐
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Rule 13d-1(b)
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☒
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Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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*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.
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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).
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CUSIP No. 08579X101
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SCHEDULE 13G
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Page 2 of 27
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Value Opportunities Fund Holdings, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
2,272,759 (1)
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
2,272,759 (1)
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,272,759 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.8% (2)
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12
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TYPE OF REPORTING PERSON
PN
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(1)
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In its capacity as the direct owner of 2,272,759 shares of common stock, par value $0.001 per share of the Issuer (“Common Stock”).
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(2)
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All calculations of percentage ownership herein are based on a total of 80,997,405 shares of Common Stock issued and outstanding as of October 31, 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 8, 2019 (the “Form 10-Q”).
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CUSIP No. 08579X101
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SCHEDULE 13G
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Page 3 of 27
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Value Opportunities Fund GP, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
2,272,759 (1)
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
2,272,759 (1)
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,272,759 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.8%
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12
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TYPE OF REPORTING PERSON
PN
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(1)
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Solely in its capacity as the general partner of Oaktree Value Opportunities Fund Holdings, L.P.
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CUSIP No. 08579X101
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SCHEDULE 13G
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Page 4 of 27
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Value Opportunities Fund GP Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
2,272,759 (1)
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
2,272,759 (1)
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,272,759 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.8%
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12
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TYPE OF REPORTING PERSON
OO
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(1)
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Solely in its capacity as the general partner of Oaktree Value Opportunities Fund GP, L.P.
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CUSIP No. 08579X101
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SCHEDULE 13G
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Page 5 of 27
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Opportunities Fund X Holdings (Delaware), L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
5,555,554 (1)
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
5,555,554 (1)
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,555,554 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.9%
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12
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TYPE OF REPORTING PERSON
PN
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(1)
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In its capacity as the direct owner of 5,555,554 Shares.
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CUSIP No. 08579X101
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SCHEDULE 13G
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Page 6 of 27
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
5,085,000 (1)
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
5,085,000 (1)
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,085,000 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3%
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12
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TYPE OF REPORTING PERSON
PN
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(1)
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In its capacity as the direct owner of 5,085,000 Shares.
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CUSIP No. 08579X101
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SCHEDULE 13G
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Page 7 of 27
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Fund GP, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
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SOLE VOTING POWER
10,640,554 (1)
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
10,640,554 (1)
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8
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SHARED DISPOSITIVE POWER
0
|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,640,554 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.1%
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12
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TYPE OF REPORTING PERSON
PN
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(1)
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Solely in its capacity as the general partner of Oaktree Opportunities Fund X Holdings (Delaware), L.P. and Oaktree Opportunities Fund Xb Holdings
(Delaware), L.P.
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CUSIP No. 08579X101
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SCHEDULE 13G
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Page 8 of 27
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Fund GP I, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
12,913,313 (1)
|
|
6
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SHARED VOTING POWER
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
12,913,313 (1)
|
|
|
8
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SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,913,313 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.9%
|
|
|
12
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TYPE OF REPORTING PERSON
PN
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(1)
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Solely in its capacity as the managing member of Oaktree Fund GP, LLC and the sole shareholder of Oaktree Value Opportunities Fund GP Ltd.
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CUSIP No. 08579X101
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SCHEDULE 13G
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Page 9 of 27
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital I, L.P.
|
|
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
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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
12,913,313 (1)
|
|
6
|
SHARED VOTING POWER
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
12,913,313 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,913,313 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.9%
|
|
|
12
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TYPE OF REPORTING PERSON
PN
|
|
|
(1)
|
Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.
|
|
CUSIP No. 08579X101
|
SCHEDULE 13G
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Page 10 of 27
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE 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
12,913,313 (1)
|
|
6
|
SHARED VOTING POWER
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
12,913,313 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,913,313 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.9%
|
|
|
12
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TYPE OF REPORTING PERSON
PN
|
|
|
(1)
|
Solely in its capacity as the general partner of Oaktree Capital I, L.P.
|
|
CUSIP No. 08579X101
|
SCHEDULE 13G
|
Page 11 of 27
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE 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
12,913,313 (1)
|
|
6
|
SHARED VOTING POWER
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
12,913,313 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,913,313 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.9%
|
|
|
12
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TYPE OF REPORTING PERSON
PN
|
|
|
(1)
|
Solely in its capacity as the managing member of OCM Holdings I, LLC.
|
|
CUSIP No. 08579X101
|
SCHEDULE 13G
|
Page 12 of 27
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE 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
2,272,759 (1)
|
|
6
|
SHARED VOTING POWER
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
2,272,759 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,272,759 (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
OO
|
|
|
(1)
|
Solely in its capacity as the sole director of Oaktree Value Opportunities Fund GP Ltd.
|
|
CUSIP No. 08579X101
|
SCHEDULE 13G
|
Page 13 of 27
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE 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
2,272,759 (1)
|
|
6
|
SHARED VOTING POWER
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
2,272,759 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,272,759 (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
OO
|
|
|
(1)
|
Solely in its capacity as the general partner of Oaktree Capital Management, L.P.
|
|
CUSIP No. 08579X101
|
SCHEDULE 13G
|
Page 14 of 27
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE 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
2,272,759 (1)
|
|
6
|
SHARED VOTING POWER
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
2,272,759 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,272,759 (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
OO
|
|
|
(1)
|
Solely in its capacity as the sole managing member of Oaktree Capital Management GP, LLC.
|
|
CUSIP No. 08579X101
|
SCHEDULE 13G
|
Page 15 of 27
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE 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
12,913,313 (1)
|
|
6
|
SHARED VOTING POWER
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
12,913,313 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,913,313 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.9%
|
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
|
(1)
|
Solely in its capacity as the managing member of Oaktree Holdings, LLC.
|
|
CUSIP No. 08579X101
|
SCHEDULE 13G
|
Page 16 of 27
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE 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
12,913,313 (1)
|
|
6
|
SHARED VOTING POWER
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
12,913,313 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,913,313 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.9%
|
|
|
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. 08579X101
|
SCHEDULE 13G
|
Page 17 of 27
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE 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
12,913,313 (1)
|
|
6
|
SHARED VOTING POWER
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
12,913,313 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,913,313 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.9%
|
|
|
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. 08579X101
|
SCHEDULE 13G
|
Page 18 of 27
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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, Canada
|
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
12,913,313 (1)
|
|
6
|
SHARED VOTING POWER
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
12,913,313 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,913,313 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.9%
|
|
|
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. 08579X101
|
SCHEDULE 13G
|
Page 19 of 27
|
|
ITEM 1.
|
(a)
|
Name of Issuer:
|
|
|
|
|
|
|
|
Berry Petroleum Corporation
|
|
|
|
|
|
|
(b)
|
Address of Issuer’s Principal Executive Offices:
|
|
|
|
16000 N. Dallas Parkway, Suite 500,
Dallas, Texas 75248
|
|
|
|
|
|
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 Value Opportunities Fund Holdings, L.P., a Delaware limited partnership (“VOF Holdings”),
in its capacity as the direct owner of 2,272,759 shares of Common Stock;
|
|
|
|
|
|
|
(2)
|
Oaktree Value Opportunities Fund GP, L.P., a Cayman Islands limited partnership (“VOF GP”),
in its capacity as the general partner of VOF Holdings;
|
|
|
|
|
|
|
(3)
|
Oaktree Value Opportunities Fund GP Ltd., a Cayman Islands exempted company (“VOF GP Ltd.”),
in its capacity as the general partner of VOF GP;
|
|
|
|
|
|
|
(4)
|
Oaktree Opportunities Fund X Holdings (Delaware), L.P., a Delaware limited partnership (“X
Holdings”), in its capacity as the direct owner of 5,555,554 Shares;
|
|
|
|
|
|
(5)
|
Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., a Delaware limited partnership (“Xb
Holdings”), in its capacity as the direct owner of 5,085,000 Shares;
|
|
|
|
(6)
|
Oaktree Fund GP, LLC, a Delaware limited liability company (“Fund GP”), in its capacity as
the general partner of X Holdings and Xb Holdings;
|
|
|
|
|
|
|
(7)
|
Oaktree Fund GP I, L.P., a Delaware limited partnership (“GP I”), in its capacity as the
managing member of Fund GP and as the sole shareholder of VOF GP Ltd.;
|
|
|
|
|
|
|
(8)
|
Oaktree Capital I, L.P., a Delaware limited partnership (“Capital I”), in its capacity as
the general partner of GP I;
|
|
|
|
|
|
|
(9)
|
OCM Holdings I, LLC, a Delaware limited liability company (“Holdings I”), in its capacity
as the general partner of Capital I;
|
|
|
|
|
|
|
(10)
|
Oaktree Holdings, LLC, a Delaware limited liability company (“Holdings”) in its capacity
as the managing member of Holdings I;
|
|
|
|
|
|
|
(11)
|
Oaktree Capital Management, L.P., a Delaware limited partnership (“Management”), in its
capacity as the sole director of VOF GP Ltd.;
|
|
CUSIP No. 08579X101
|
SCHEDULE 13G
|
Page 20 of 27
|
|
|
(12)
|
Oaktree Capital Management GP, LLC, a Delaware limited liability company (“Management GP”),
in its capacity as the general partner of Management;
|
|
|
|
|
|
(13)
|
Atlas OCM Holdings LLC, a Delaware limited liability company (“Atlas”), in its capacity
as the sole managing member of Management GP;
|
|
|
|
(14)
|
Oaktree Capital Group, LLC, a Delaware limited liability company (“OCG”), in its
capacity as the managing member of Holdings;
|
|
|
|
|
|
|
(15)
|
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;
|
| (16) |
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
|
|
|
(17)
|
Partners Limited, a Canadian corporation (“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: 08579X101
|
|
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. 08579X101
|
SCHEDULE 13G
|
Page 21 of 27
|
|
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.
VOF Holdings directly holds 2,272,759 shares of the Issuer’s Common Stock, constituting approximately 2.8% of the total issued and outstanding
Shares and has the sole power to vote and dispose of such shares.
VOF GP, in its capacity as the general partner of VOF Holdings, has the ability to direct the management of VOF Holdings’ business, including the
power to vote and dispose of securities held by VOF Holdings; therefore, VOF GP may be deemed to beneficially own the Shares held by VOF Holdings.
VOF GP Ltd., in its capacity as the general partner of VOF GP, has the ability to direct the management of VOF GP’s business, including the power
to direct the decisions of VOF GP regarding the vote and disposition of securities held by VOF Holdings; therefore, VOF GP Ltd. may be deemed to have indirect beneficial ownership of the Shares held by VOF Holdings.
X Holdings directly holds 5,555,554 Shares, constituting approximately 6.9% of the total issued and outstanding Shares and has the sole power to
vote and dispose of such shares.
Xb Holdings directly holds 5,085,000 Shares, constituting approximately 6.3% 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 X Holdings and Xb Holdings, has the ability to direct the management of X Holdings’ and Xb
Holdings’ businesses, including the power to vote and dispose of securities held by X Holdings and Xb Holdings; therefore Fund GP may be deemed to beneficially own the Shares held by X Holdings and Xb Holdings.
GP I, in its capacity as the sole shareholder of VOF GP Ltd., has the ability to appoint and remove the directors and direct the management of the
business of VOF GP Ltd, including the power to direct the decisions of VOF GP Ltd. regarding the vote and disposition of securities held by VOF Holdings. 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 X Holdings and Xb Holdings. Therefore, GP I may be deemed to have
indirect beneficial ownership of the Shares held by VOF Holdings, X Holdings 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 VOF Holdings, X Holdings and Xb Holdings; therefore, Capital I may be deemed to have indirect beneficial ownership of the Shares held by VOF Holdings, X
Holdings and Xb Holdings..
|
|
CUSIP No. 08579X101
|
SCHEDULE 13G
|
Page 22 of 27
|
|
|
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 VOF Holdings, X Holdings and Xb Holdings; therefore, Holdings I may be deemed to have indirect beneficial ownership of the Shares held by VOF Holdings, X Holdings 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 VOF Holdings, X Holdings and Xb Holdings; therefore, Holdings may be deemed to have indirect beneficial ownership of the Shares held by VOF Holdings, X Holdings and Xb Holdings.
Management, in its capacity as the sole director of VOF GP Ltd., has the ability to direct the management of VOF GP Ltd., including the power to direct the decisions of VOF GP Ltd. regarding the vote and disposition of securities held by
VOF Holdings; therefore, Management may be deemed to have indirect beneficial ownership of the Shares held by VOF Holdings.
Management GP, in its capacity as the general partner of Management, has the ability to direct the management of the business of Management, including the power to vote and dispose of securities held by VOF Holdings; therefore,
Management GP may be deemed to have indirect beneficial ownership of the Shares held by VOF Holdings.
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 VOF Holdings; therefore, Atlas may be deemed to have indirect beneficial ownership of the Shares held by VOF Holdings.
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 VOF
Holdings, X Holdings and Xb Holdings; therefore, OCG may be deemed to have indirect beneficial ownership of the Shares held by VOF Holdings, X Holdings 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 VOF Holdings, X Holdings and Xb Holdings; therefore, OCGH GP may be deemed to have indirect beneficial ownership of the Shares held by VOF Holdings, X Holdings 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 VOF Holdings, X Holdings and Xb Holdings; therefore BAM may be deemed to have indirect beneficial ownership of the Shares held by VOF Holdings, X Holdings and Xb Holdings.
Partners, in its capacity as the sole owner of Class B Limited Voting Shares of BAM, has the ability to appoint and remove the directors and direct the management of the business of BAM, including the power to direct the decisions of
BAM, regarding the vote and disposition of securities held by VOF Holdings, X Holdings and Xb Holdings; therefore Partners may be deemed to have indirect beneficial ownership of the Shares held by VOF Holdings, X Holdings 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 80,997,405 Shares outstanding as of October 31, 2019, as reported by the Issuer on the Form 10-Q.
|
|
CUSIP No. 08579X101
|
SCHEDULE 13G
|
Page 23 of 27
|
|
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. 08579X101
|
SCHEDULE 13G
|
Page 24 of 27
|
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 13, 2020
|
|
OAKTREE VALUE OPPORTUNITIES FUND HOLDINGS, L.P.
|
|
|
|
|
|
|
|
|
|
By:
|
Oaktree Value Opportunities Fund GP, L.P.
|
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
|
|
|
By:
|
Oaktree Value Opportunities Fund GP Ltd.
|
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
|
|
|
By:
|
Oaktree Capital Management, L.P.
|
|
|
|
Its:
|
Director
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Senior Vice President
|
|
|
|
|
|
|
|
|
OAKTREE VALUE OPPORTUNITIES FUND GP, L.P.
|
|
|
|
|
|
|
|
|
|
By:
|
Oaktree Value Opportunities Fund GP Ltd.
|
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
|
|
|
By:
|
Oaktree Capital Management, L.P.
|
|
|
|
Its:
|
Director
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Senior Vice President
|
|
|
|
|
|
|
|
|
OAKTREE VALUE OPPORTUNITIES FUND GP LTD.
|
|
|
|
|
|
|
|
|
|
By:
|
Oaktree Capital Management, L.P.
|
|
|
|
Its:
|
Director
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Senior Vice President
|
|
|
CUSIP No. 08579X101
|
SCHEDULE 13G
|
Page 25 of 27
|
|
|
OAKTREE OPPORTUNITIES FUND X HOLDINGS (DELAWARE), L.P.
|
|
|
|
|
|
|
|
|
|
By:
|
Oaktree Fund GP, LLC
|
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
|
|
|
By:
|
Oaktree Fund GP I, L.P.
|
|
|
|
Its:
|
Managing Member
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
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/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
OAKTREE FUND GP, LLC
|
|
|
|
|
|
|
|
|
|
By:
|
Oaktree Fund GP I, L.P.
|
|
|
|
Its:
|
Managing Member
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
OAKTREE FUND GP I, L.P.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
|
OAKTREE CAPITAL I, L.P.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Senior Vice President
|
|
|
|
OCM HOLDINGS I, LLC
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Senior Vice President
|
|
|
|
|
|
|
|
|
OAKTREE HOLDINGS, LLC
|
|
|
|
|
|
|
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|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
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|
|
Title:
|
Senior Vice President
|
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|
CUSIP No. 08579X101
|
SCHEDULE 13G
|
Page 26 of 27
|
|
|
OAKTREE CAPITAL MANAGEMENT, L.P.
|
|
|
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|
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By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Senior Vice President
|
|
|
OAKTREE CAPITAL MANAGEMENT GP, LLC
|
|||
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By:
|
Atlas OCM Holdings, LLC
|
||
|
Its:
|
Managing Member
|
||
|
By:
|
Oaktree New Holdings, LLC
|
||
|
Its:
|
Member
|
||
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
||
|
Name:
|
Jordan Mikes
|
||
|
|
Title:
|
Senior Vice President
|
|
|
ATLAS OCM HOLDINGS, LLC
|
|||
|
By:
|
Oaktree New Holdings, LLC
|
||
|
Its:
|
Member
|
||
|
By:
|
/s/ Jordan Mikes
|
||
|
Name:
|
Jordan Mikes
|
||
|
Title:
|
Senior Vice President
|
||
|
|
OAKTREE CAPITAL GROUP, LLC
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Senior Vice President
|
|
|
|
|
|
|
|
|
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Senior Vice President
|
|
|
BROOKFIELD ASSET MANAGEMENT INC.
|
|||
|
By:
|
/s/ Justin Beber
|
||
|
Name:
|
Justin Beber
|
||
|
Title:
|
Chief Legal Officer
|
||
| PARTNERS LIMITED | |||
| By: |
/s/ Brian D. Lawson | ||
| Name: |
Brian D. Lawson | ||
| Title: |
Director |
||
|
CUSIP No. 08579X101
|
SCHEDULE 13G
|
Page 27 of 27
|
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 13, 2020
Dated: February 13, 2020
|
|
OAKTREE VALUE OPPORTUNITIES FUND HOLDINGS, L.P.
|
|
|
|
|
|
|
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|
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By:
|
Oaktree Value Opportunities Fund GP, L.P.
|
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
|
|
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By:
|
Oaktree Value Opportunities Fund GP Ltd.
|
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
|
|
|
By:
|
Oaktree Capital Management, L.P.
|
|
|
|
Its:
|
Director
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Senior Vice President
|
|
|
|
|
|
|
|
|
OAKTREE VALUE OPPORTUNITIES FUND GP, L.P.
|
|
|
|
|
|
|
|
|
|
By:
|
Oaktree Value Opportunities Fund GP Ltd.
|
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
|
|
|
By:
|
Oaktree Capital Management, L.P.
|
|
|
|
Its:
|
Director
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Senior Vice President
|
|
|
|
|
|
|
|
|
OAKTREE VALUE OPPORTUNITIES FUND GP LTD.
|
|
|
|
|
|
|
|
|
|
By:
|
Oaktree Capital Management, L.P.
|
|
|
|
Its:
|
Director
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Senior Vice President
|
|
|
|
OAKTREE OPPORTUNITIES FUND X HOLDINGS (DELAWARE), L.P.
|
|
|
|
|
|
|
|
|
|
By:
|
Oaktree Fund GP, LLC
|
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
|
|
|
By:
|
Oaktree Fund GP I, L.P.
|
|
|
|
Its:
|
Managing Member
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
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/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
OAKTREE FUND GP, LLC
|
|
|
|
|
|
|
|
|
|
By:
|
Oaktree Fund GP I, L.P.
|
|
|
|
Its:
|
Managing Member
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
OAKTREE FUND GP I, L.P.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
|
OAKTREE CAPITAL I, L.P.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Senior Vice President
|
|
|
|
OCM HOLDINGS I, LLC
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Senior Vice President
|
|
|
|
|
|
|
|
|
OAKTREE HOLDINGS, LLC
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Senior Vice President
|
|
|
|
OAKTREE CAPITAL MANAGEMENT, L.P.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
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/ Jordan Mikes
|
||
|
Name:
|
Jordan Mikes
|
||
|
|
Title:
|
Senior Vice President
|
|
|
ATLAS OCM HOLDINGS, LLC
|
|||
|
By:
|
Oaktree New Holdings, LLC
|
||
|
Its:
|
Member
|
||
|
By:
|
/s/ Jordan Mikes
|
||
|
Name:
|
Jordan Mikes
|
||
|
Title:
|
Senior Vice President
|
||
|
|
OAKTREE CAPITAL GROUP, LLC
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Senior Vice President
|
|
|
|
|
|
|
|
|
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Senior Vice President
|
|
|
BROOKFIELD ASSET MANAGEMENT INC.
|
|||
|
By:
|
/s/ Justin Beber
|
||
|
Name:
|
Justin Beber
|
||
|
Title:
|
Chief Legal Officer
|
||
| PARTNERS LIMITED | |||
| By: |
/s/ Brian D. Lawson | ||
| Name: |
Brian D. Lawson | ||
| Title: |
Director |
||