Sec Form 13G Filing - BROOKFIELD Corp filing for Vistra Corp. (VST) - 2023-02-14

Vistra Corp.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

92840M102

(CUSIP Number)

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

☐	Rule 13d-1(b)

☒	Rule 13d-1(c)

☐	Rule 13d-1(d)

(a).	Name of Issuer.  Vistra Corp.

(b).	Address of Issuer’s Principal Executive Offices

(a).	This statement is being filed jointly by each of the following persons (each a “Reporting Person”) by Brookfield Corporation, as the designated filer:

(1)

Longhorn Capital GS, L.P. (“Longhorn”)

(2)

Brookfield Titan Holdings LP (“Titan Holdings”), in its capacity as a direct owner of  Common Stock and indirect owner of Common Stock through Longhorn;

(3)

BCP Titan Margin Aggregator LP (“Margin Aggregator”), as a direct owner of Common Stock;

(5)

BCP Titan Aggregator, L.P. (“Aggregator”), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Margin Aggregator and Longhorn;

(6)

BCP Titan Sub Aggregator, L.P. (“Sub Aggregator”), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Margin Aggregator and Longhorn;

(7)

Titan Co-Investment-AC, L.P. (“Titan AC”), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Longhorn;

(8)

Titan Co-Investment-DS, L.P. (“Titan DS”), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Longhorn;

(9)

Titan Co-Investment-FN, L.P. (“Titan FN” ), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Longhorn;

(10)

Titan Co-Investment-GLH, L.P. (“Titan GLH”), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Longhorn;

(11)

Titan Co-Investment-HI, L.P. (“Titan HI”), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Longhorn;

(12)

Titan Co-Investment-ICG, L.P. (“Titan ICG”), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Longhorn;

(13)

Titan Co-Investment-LB, L.P. (“Titan LB”), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Longhorn;

(14)

Titan Co-Investment-MRS, L.P. (“Titan MRS”), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Longhorn;

(15)

Titan Co-Investment-RBS, L.P. (“Titan RBS” and together with Titan AC, Titan CN,Titan DS, Titan FN, Titan GLH, Titan HI, Titan ICG, Titan LB, Titan MCG and Titan MRS, the“Titan Vehicles”);

(16)

Titan Co-Investment GP, LLC (“Titan Co-Invest”), in its capacity as general partner to each of the Titan Vehicles;

(17)

Brookfield Private Equity Group Holdings LP (“BPEGH”), as a limited partner of Titan Holdings and each of the Titan Vehicles;

(18)

Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P. (“BAMPIC”), in its capacity as indirect owner of Longhorn, Aggregator and Sub-Aggregator;

(19)

Brookfield Canada Adviser, LP (“BCA”), in its capacity as limited partner of BAMPIC;

(20)

Brookfield Private Funds Holdings Inc. (“BPFH”), in its capacity as limited partner of BCA;

(21)

Brookfield Holdings Canada Inc. (“BHC”), in its capacity as indirect shareholder of BUS and indirect owner of OGC (as defined below);

(22)

Brookfield Capital Partners Ltd. (“BCPL”), in its capacity as indirect owner of Longhorn,Aggregator and Sub-Aggregator;

(23)

Brookfield Private Equity Direct Investments Holdings LP (“BPE DIH”), in its capacity as the limited partner of Titan Holdings;

(24)

Brookfield Private Equity Holdings LLC (“BPEH”), in its capacity as the member of Titan Co Invest;

(25)

Brookfield US Inc. (“BUS”), in its capacity as the member of BPEH;

(26)

Brookfield Private Equity Inc. (“BPE”), in its capacity as the general partner of BPE DIH and BPEGH;

(27)

BAM Partners Trust (“BPT”), in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield Corporation;

(28)

Brookfield Corporation, in its capacity as the shareholder of each of BHC and BPE and in its capacity as the indirect owner of the class A units of OCG and Atlas OCM;

(29)

Oaktree Huntington Investment Fund II, L.P. (“OAK HIF II”), in its capacity as a direct owner of Common Stock;

(30)

Oaktree Huntington Investment Fund II, L.P. – Class C (“OAK HIF II Class C”), in its capacity as a direct owner of Common Stock;

(31)

Oaktree Huntington Investment Fund II GP, L.P. (“OAK HIF II GP”), in its capacity as general partner of OAK HIF II and OAK HIF II Class C;

(32)

Oaktree Opportunities Fund IX (Parallel 2), L.P. (“OAK Fund IX Parallel 2”), in its capacity as a direct owner of Common Stock;

(33)

Oaktree Opportunities Fund IX, L.P. (“OAK Fund IX”), in its capacity as a direct owner of Common Stock;

(34)

Oaktree Opportunities Fund IX GP, L.P. (“OAK Fund IX GP”), in its capacity as general partner of OAK Fund IX and OAK Fund IX Parallel 2;

(35)

Oaktree Opportunities Fund IX GP Ltd. (“OAK Fund IX Ltd.”), in its capacity as general partner of OAK Fund IX GP.

(36)

Oaktree Opportunities Fund X Holdings (Delaware), L.P. (“OAK Fund X”), in its capacity as a direct owner of Common Stock;

(37)

Oaktree Opportunities Fund Xb Holdings (Delaware) (“OAK Opps Xb”), in its capacity as a direct owner of Common Stock;

(38)

Oaktree Opportunities Fund VIIIb Delaware, L.P. (“OAK Fund VIIIb”), in its capacity as a direct owner of Common Stock;

(39)

Oaktree Fund GP, LLC (“OAK GP”), in its capacity as general partner of OAK HIF II GP, OAK Fund X, OAK Opps Xb, and OAK Fund VIIIb;

(40)

Oaktree Fund GP I, L.P. (“OAK GP I”), in its capacity as managing member of OAK GP;

(41)

Oaktree Capital I, L.P. (“OAK Capital”), in its capacity as general partner of OAK GP I;

(42)

OCM Holdings I, LLC (“OCM I”), in its capacity as general partner of OAK Capital;

(43)

Oaktree Holdings, LLC (“Oaktree Holdings”), in its capacity as managing member of OCM I;

(44)

Oaktree Capital Management, LLC (“OCM”), in its capacity as manager to Fund IX;

(45)

Oaktree Capital Management GP, LLC (“OCM GP”), in its capacity as general partner of OCM;

(46)

Atlas OCM Holdings, LLC (“Atlas”), in its capacity as manager of OCM GP;

(47)

Oaktree Capital Group, LLC (“OCG”), in its capacity as managing member of OCM Holdings and general partner of Atlas;

(48)

Oaktree Capital Group Holdings GP, LLC (“OCGH”), in its capacity as the indirect owner of the class B units of each of OCG.

(b).	Address of Principal Business Office or, if none, Residence

(c)	Citizenship.  See Row 4 of each of the cover pages to this Statement, incorporated herein by reference.

(d)	Title of Class of Securities.  Common Stock, par value $0.01 per share

(e)	CUSIP Number.  92840M102

Item 3.

Not applicable.

Item 4.

Ownership

Item 5.

Ownership of Five Percent or Less of a Class

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Item 8.

Identification and Classification of Members of the Group

Item 9.

Notice of Dissolution of Group

Item 10.

Certifications

Date:  February 13, 2023

BROOKFIELD CORPORATION

	By:	Kathy Sarpash

	Name:	Kathy Sarpash
	Title:	Senior Vice President, Legal & Regulatory

	BROOKFIELD CANADA ADVISER, LP
	By:	Brookfield Private Funds Holdings Inc., its general partner:
	By:	/s/ Kathy Sarpash

	Name:	Kathy Sarpash
	Title:	Senior Vice President

	BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (CANADA), L.P.
	By:	Brookfield Private Funds Holdings Inc., its general partner:
	By:	/s/ Kathy Sarpash

	Name:	Kathy Sarpash
	Title:	Senior Vice President

	BAM PARTNERS TRUST

By:

/s/ Kathy Sarpash

	Name:	Kathy Sarpash
	Title:	Authorized Signatory

	BROOKFIELD PRIVATE EQUITY HOLDINGS LLC

By:

/s/ Luke Ricci

	Name:	Luke Ricci
	Title:	Director, Legal

	TITAN CO-INVESTMENT GP, LLC

By:

/s/ Luke Ricci

	Name:	Luke Ricci
	Title:	Director, Legal

	BROOKFIELD TITAN HOLDINGS LP
	By:	Titan Co-Investment GP, LLC, its general partner:
	By:	/s/ Luke Ricci

	Name:	Luke Ricci
	Title:	Director, Legal

	BCP TITAN MARGIN AGGREGATOR, L.P.
	By:	Titan Margin Investment GP LLC, its general partner:
	By:	/s/ Luke Ricci

	Name:	Luke Ricci
	Title:	Director, Legal

	TITAN MARGIN INVESTMENT GP LLC

By:

/s/ Luke Ricci

	Name:	Luke Ricci
	Title:	Director, Legal

	TITAN CO-INVESTMENT-AC, L.P.
	By:	Titan Co-Investment GP, LLC, its general partner
	By:	/s/ Luke Ricci

	Name:	Luke Ricci
	Title:	Director, Legal

	TITAN CO-INVESTMENT-DS, L.P.
	By:	Titan Co-Investment GP, LLC, its general partner:
	By:	/s/ Luke Ricci

	Name:	Luke Ricci
	Title:	Director, Legal

	TITAN CO-INVESTMENT-FN, L.P.
	By:	Titan Co-Investment GP, LLC, its general partner:
	By:	/s/ Luke Ricci

	Name:	Luke Ricci
	Title:	Director, Legal

	TITAN CO-INVESTMENT-GLH, L.P.
	By:	Titan Co-Investment GP, LLC, its general partner:
	By:	/s/ Luke Ricci

	Name:	Luke Ricci
	Title:	Director, Legal

	TITAN CO-INVESTMENT-HI, L.P.
	By:	Titan Co-Investment GP, LLC, its general partner:
	By:	/s/ Luke Ricci

	Name:	Luke Ricci
	Title:	Director, Legal

	TITAN CO-INVESTMENT-ICG, L.P.
	By:	Titan Co-Investment GP, LLC, its general partner:
	By:	/s/ Luke Ricci

	Name:	Luke Ricci
	Title:	Director, Legal

	TITAN CO-INVESTMENT-LB, L.P.
	By:	Titan Co-Investment GP, LLC, its general partner:
	By:	/s/ Luke Ricci

	Name:	Luke Ricci
	Title:	Director, Legal

	TITAN CO-INVESTMENT-MRS, L.P.
	By:	Titan Co-Investment GP, LLC, its general partner:
	By:	/s/ Luke Ricci

	Name:	Luke Ricci
	Title:	Director, Legal

	TITAN CO-INVESTMENT-RBS, L.P.
	By:	Titan Co-Investment GP, LLC, its general partner:
	By:	/s/ Luke Ricci

	Name:	Luke Ricci
	Title:	Director, Legal

	BCP TITAN AGGREGATOR, L.P.
	By:	Titan Co-Investment GP, LLC, its general partner:
	By:	/s/ Luke Ricci

	Name:	Luke Ricci
	Title:	Director, Legal

	BCP TITAN SUB AGGREGATOR, L.P.
	By:	Titan Co-Investment GP, LLC, its general partner:
	By:	/s/ Luke Ricci

	Name:	Luke Ricci
	Title:	Director, Legal

	BROOKFIELD US INC.

By:

/s/ Kathy Sarpash

	Name:	Kathy Sarpash
	Title:	Secretary

	BROOKFIELD PRIVATE FUNDS HOLDINGS INC.

By:

/s/ Kathy Sarpash

	Name:	Kathy Sarpash
	Title:	Senior Vice President

	BROOKFIELD HOLDINGS CANADA INC.

By:

/s/ Kathy Sarpash

	Name:	Kathy Sarpash
	Title:	Vice-President and Secretary

	BROOKFIELD PRIVATE EQUITY INC.

By:

/s/ A.J. Silber

	Name:	A.J. Silber
	Title:	Director

	BROOKFIELD PRIVATE EQUITY DIRECT INVESTMENTS HOLDINGS LP
	By:	Brookfield Private Equity Inc., its general partner:
	By:	/s/ A.J. Silber

	Name:	A.J. Silber
	Title:	Director

	BROOKFIELD CAPITAL PARTNERS LTD.

By:

/s/ A.J. Silber

	Name:	A.J. Silber
	Title:	Director

	BROOKFIELD PRIVATE EQUITY GROUP HOLDINGS LP
	By:	Brookfield Private Equity Inc., its general partner:
	By:	/s/ A.J. Silber

	Name:	A.J. Silber
	Title:	Director

	LONGHORN CAPITAL GS LP
	By:	Longhorn Capital Ltd., its general partner:
	By:	/s/ A.J. Silber

	Name:	A.J. Silber
	Title:	Director

	OAKTREE CAPITAL MANAGEMENT, LP

By:

/s/ Henry Orren

	Name:	Henry Orren
	Title:	Vice President

	OAKTREE OPPORTUNITIES FUND IX, L.P.
	OAKTREE OPPORTUNITIES FUND (PARALLEL 2), L.P.
	By:	Oaktree Opportunities Fund IX GP, L.P.
	Its:	General Partner
	By:	Oaktree Opportunities Fund IX GP Ltd.
	Its:	General Partner
	By:	Oaktree Capital Management, L.P.
	Its:	Director
	By:	/s/ Henry Orren

	Name:	Henry Orren
	Title:	Vice President

	OAKTREE OPPORTUNITIES FUND IX GP, L.P.
	By:	Oaktree Opportunities Fund IX GP Ltd.
	Its:	General Partner
	By:,	Oaktree Capital Management L.P.
	Its:	Director
	By:	/s/ Henry Orren

	Name	: Henry Orren
	Title:	Vice President

	OAKTREE OPPORTUNITIES FUND IX GP LTD.
	By:	Oaktree Capital Management, L.P.
	Its:	Director
	By:	/s/ Henry Orren

	Name:	Henry Orren
	Title:	Vice President

	OAKTREE FUND GP, LLC
	By:	Oaktree Fund GP I, L.P.
	Its:	Managing Member
	By:	/s/ Henry Orren

	Name:	Henry Orren
	Title:	Authorized Signatory

	OAKTREE FUND GP I, L.P.

By:

/s/ Henry Orren

	Name:	Henry Orren
	Title:	Authorized Signatory

	OAKTREE HUNTINGTON INVESTMENT FUND II, L.P. – CLASS C
	OAKTREE HUNTINGTON INVESTMENT FUND II, L.P.
	By:	Oaktree Huntington Investment Fund II, GP.
	Its:	General Partner
	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:	Authorized Signatory

	OAKTREE HUNTINGTON INVESTMENT FUND II GP, L.P.
	OAKTREE OPPORTUNITIES FUND VIIIB DELAWARE, L.P.
	OAKTREE OPPORTUNITIES FUND X HOLDINGS (DELAWARE), L.P.
	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:	Authorized Signatory

	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:	Vice President

	OAKTREE CAPITAL GROUP HOLDINGS GP, LLC

By:

/s/ Henry Orren

	Name:	Henry Orren
	Title:	Vice President

	OAKTREE CAPITAL GROUP, LLC

By:

/s/ Henry Orren

	Name:	Henry Orren
	Title:	Vice President

	ATLAS OCM HOLDINGS, LLC

By:

/s/ Henry Orren

	Name:	Henry Orren
	Title:	Vice President

	OAKTREE HOLDINGS, LLC

By:

/s/ Henry Orren

	Name:	Henry Orren
	Title:	Vice President

	OCM HOLDINGS I, LLC

By:

/s/ Henry Orren

	Name:	Henry Orren
	Title:	Vice President

	OAKTREE CAPITAL I, L.P.

By:

/s/ Henry Orren

	Name:	Henry Orren
	Title:	Vice President

Exhibit No.
3	Joint Filing Agreement

Dated: February 13, 2023
	BROOKFIELD CORPORATION

By:

/s/ Kathy Sarpash

	Name:	Kathy Sarpash
	Title:	Senior Vice President, Legal & Regulatory

	BROOKFIELD CANADA ADVISER, LP
	By:	Brookfield Private Funds Holdings Inc., its general partner:
	By:	/s/ Kathy Sarpash

	Name:	Kathy Sarpash
	Title:	Senior Vice President

	BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (CANADA), L.P.
	By:	Brookfield Private Funds Holdings Inc., its general partner:
	By:	/s/ Kathy Sarpash

	Name:	Kathy Sarpash
	Title:	Senior Vice President

	BAM PARTNERS TRUST

By:

/s/ Kathy Sarpash

	Name:	Kathy Sarpash
	Title:	Authorized Signatory

	BROOKFIELD PRIVATE EQUITY HOLDINGS LLC

By:

/s/ Luke Ricci

	Name:	Luke Ricci
	Title:	Director, Legal

	TITAN CO-INVESTMENT GP, LLC

By:

/s/ Luke Ricci

	Name:	Luke Ricci
	Title:	Director, Legal

	BROOKFIELD TITAN HOLDINGS LP
	By:	Titan Co-Investment GP, LLC, its general partner:
	By:	/s/ Luke Ricci

	Name:	Luke Ricci
	Title:	Director, Legal

	BCP TITAN MARGIN AGGREGATOR, L.P.
	By:	Titan Margin Investment GP LLC, its general partner:
	By:	/s/ Luke Ricci

	Name:	Luke Ricci
	Title:	Director, Legal

	TITAN MARGIN INVESTMENT GP LLC

By:

/s/ Luke Ricci

	Name:	Luke Ricci
	Title:	Director, Legal

	TITAN CO-INVESTMENT-AC, L.P.
	By:	Titan Co-Investment GP, LLC, its general partner
	By:	/s/ Luke Ricci

	Name:	Luke Ricci
	Title:	Director, Legal

	TITAN CO-INVESTMENT-DS, L.P.
	By:	Titan Co-Investment GP, LLC, its general partner
	By:	/s/ Luke Ricci

	Name:	Luke Ricci
	Title:	Director, Legal

	TITAN CO-INVESTMENT-FN, L.P.
	By:	Titan Co-Investment GP, LLC, its general partner
	By:	/s/ Luke Ricci

	Name:	Luke Ricci
	Title:	Director, Legal

	TITAN CO-INVESTMENT-GLH, L.P.
	By:	Titan Co-Investment GP, LLC, its general partner:
	By:	/s/ Luke Ricci

	Name:	Luke Ricci
	Title:	Director, Legal

	TITAN CO-INVESTMENT-HI, L.P.
	By:	Titan Co-Investment GP, LLC, its general partner:
	By:	/s/ Luke Ricci

	Name:	Luke Ricci
	Title:	Director, Legal

	TITAN CO-INVESTMENT-ICG, L.P.
	By:	Titan Co-Investment GP, LLC, its general partner:
	By:	/s/ Luke Ricci

	Name:	Luke Ricci
	Title:	Director, Legal

	TITAN CO-INVESTMENT-LB, L.P.
	By:	Titan Co-Investment GP, LLC, its general partner:
	By:	Luke Ricci

	Name:	Luke Ricci
	Title:	Director, Legal

	TITAN CO-INVESTMENT-MRS, L.P.
	By:	Titan Co-Investment GP, LLC, its general partner:
	By:	/s/ Luke Ricci

	Name:	Luke Ricci
	Title:	Director, Legal

	TITAN CO-INVESTMENT-RBS, L.P.
	By:	Titan Co-Investment GP, LLC, its general partner:
	By:	/s/ Luke Ricci

	Name:	Luke Ricci
	Title	:    Director, Legal

	BCP TITAN AGGREGATOR, L.P.
	By:	Titan Co-Investment GP, LLC, its general partner
	By:	/s/ Luke Ricci

	Name:	Luke Ricci
	Title:	Director, Legal

	BCP TITAN SUB AGGREGATOR, L.P.
	By:	Titan Co-Investment GP, LLC, its general partner:
	By:	/s/ Luke Ricci

	Name:	Luke Ricci
	Title:	Director, Legal

	BROOKFIELD US INC.

By:

/s/ Kathy Sarpash

	Name:	Kathy Sarpash
	Title:	Secretary

	BROOKFIELD PRIVATE FUNDS HOLDINGS INC.

By:

/s/ Kathy Sarpash

	Name:	Kathy Sarpash
	Title:	Senior Vice President

	BROOKFIELD HOLDINGS CANADA INC.

By:

/s/ Kathy Sarpash

	Name:	Kathy Sarpash
	Title:	Vice-President and Secretary

	BROOKFIELD PRIVATE EQUITY INC.

By:

/s/ A.J. Silber

	Name:	A.J. Silber
	Title:	Director

	BROOKFIELD PRIVATE EQUITY DIRECT INVESTMENTS HOLDINGS LP
	By:	Brookfield Private Equity Inc., its general partner:
	By:	/s/ A.J. Silber

	Name:	A.J. Silber
	Title:	Director

	BROOKFIELD CAPITAL PARTNERS LTD.

By:

/s/ A.J. Silber

	Name:	A.J. Silber
	Title:	Director

	BROOKFIELD PRIVATE EQUITY GROUP HOLDINGS LP
	By:	Brookfield Private Equity Inc., its general partner:
	By:	/s/ A.J. Silber

	Name:	A.J. Silber
	Title:	Director

	LONGHORN CAPITAL GS LP
	By:	Longhorn Capital Ltd., its general partner:
	By:	/s/ A.J. Silber

	Name:	A.J. Silber
	Title:	Director

	OAKTREE CAPITAL MANAGEMENT, LP

By:

/s/ Henry Orren

	Name:	Henry Orren
	Title:	Vice President

	OAKTREE OPPORTUNITIES FUND IX, L.P.
	OAKTREE OPPORTUNITIES FUND (PARALLEL 2), L.P.
	By:	Oaktree Opportunities Fund IX GP, L.P.
	Its:	General Partner
	By:	Oaktree Opportunities Fund IX GP Ltd.
	Its:	General Partner
	By:	Oaktree Capital Management, L.P.
	Its:	Director
	By:	/s/ Henry Orren

	Name:	Henry Orren
	Title:	Vice President

	OAKTREE OPPORTUNITIES FUND IX GP, L.P.
	By:	Oaktree Opportunities Fund IX GP Ltd.
	Its:	General Partner
	By:	Oaktree Capital Management, L.P.
	Its:	Director
	By:	/s/ Henry Orren

	Name:	Henry Orren
	Title:	Vice President

	OAKTREE OPPORTUNITIES FUND IX GP LTD.
	By:	Oaktree Capital Management, L.P.
	Its:	Director
	By:	/s/ Henry Orren

	Name:	Henry Orren
	Title:	Vice President

	OAKTREE FUND GP, LLC
	By:	Oaktree Fund GP I, L.P.
	Its:	Managing Member
	By:	/s/ Henry Orren

	Name:	Henry Orren
	Title:	Authorized Signatory

	OAKTREE FUND GP I, L.P.

By:

/s/ Henry Orren

	Name:	Henry Orren
	Title:	Authorized Signatory

	OAKTREE HUNTINGTON INVESTMENT FUND II, L.P. – CLASS C
	OAKTREE HUNTINGTON INVESTMENT FUND II, L.P.
	By:	Oaktree Huntington Investment Fund II, GP.
	Its:	General Partner
	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:	Authorized Signatory

	OAKTREE HUNTINGTON INVESTMENT FUND II GP, L.P.
	OAKTREE OPPORTUNITIES FUND VIIIB DELAWARE, L.P.
	OAKTREE OPPORTUNITIES FUND X HOLDINGS (DELAWARE), L.P.
	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:	Authorized Signatory

	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:	Vice President

	OAKTREE CAPITAL GROUP HOLDINGS GP, LLC

By:

/s/ Henry Orren

	Name:	Henry Orren
	Title:	Vice President

	OAKTREE CAPITAL GROUP, LLC

By:

/s/ Henry Orren

	Name:	Henry Orren
	Title:	Vice President

	ATLAS OCM HOLDINGS, LLC

By:

/s/ Henry Orren

	Name:	Henry Orren
	Title:	Vice President

	OAKTREE HOLDINGS, LLC

By:

/s/ Henry Orren

	Name:	Henry Orren
	Title:	Vice President

	OCM HOLDINGS I, LLC

By:

/s/ Henry Orren

	Name:	Henry Orren
	Title:	Vice President

	OAKTREE CAPITAL I, L.P.

By:

/s/ Henry Orren

	Name:	Henry Orren
	Title:	Vice President