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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Sprague Resources LP
|
(Name of Issuer)
|
|
Common Partnership Interest
|
(Title of Class of Securities)
|
|
849343108
|
(CUSIP Number)
|
Todd E. Molz
Managing Director, General Counsel and Chief Administrative Officer
Oaktree Capital Group Holdings GP, LLC
333 S. Grand Avenue, 28th Floor
Los Angeles, California 90071
(213) 830-6300
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 31, 2020
|
(Date of Event which Requires Filing of this Statement)
|
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
Rule 13d-7 for other parties to whom copies are to be sent.
* 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 the disclosures provided in a prior cover page.
The information required in 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. 849343108
|
SCHEDULE 13D
|
Page 2 of 20
|
1
|
NAME OF REPORTING PERSON
Oaktree Opportunities Fund X Holdings (Delaware), L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
397,100 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
397,100 (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
397,100 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.74% (1)
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
(1)
|
Solely in its capacity as the direct owner of 397,100 common units. All calculations of beneficial ownership are based on a total of 22,869,059 common units of the Issuer outstanding as
of March 5, 2020, as reported in the Issuer's Annual Report on Form 10-K for the year ended December 31, 2019.
|
CUSIP No. 849343108
|
SCHEDULE 13D
|
Page 3 of 20
|
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
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
977,900 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
977,900 (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
977,900 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.28% (1)
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
(1)
|
Solely in its capacity as the direct owner of 977,900 common units.
|
CUSIP No. 849343108
|
SCHEDULE 13D
|
Page 4 of 20
|
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
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,375,000 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,375,000 (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,375,000 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.01% (1)
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
(1)
|
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.
|
CUSIP No. 849343108
|
SCHEDULE 13D
|
Page 5 of 20
|
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
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,375,000 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,375,000 (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,375,000 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.01% (1)
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
(1)
|
Solely in its capacity as the managing member of Oaktree Fund GP, LLC.
|
CUSIP No. 849343108
|
SCHEDULE 13D
|
Page 6 of 20
|
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
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,375,000 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,375,000 (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,375,000 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.01% (1)
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
(1)
|
Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.
|
CUSIP No. 849343108
|
SCHEDULE 13D
|
Page 7 of 20
|
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
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,375,000 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,375,000 (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,375,000 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.01% (1)
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
(1)
|
Solely in its capacity as the general partner of Oaktree Capital I, L.P.
|
CUSIP No. 849343108
|
SCHEDULE 13D
|
Page 8 of 20
|
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
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,375,000 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,375,000 (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,375,000 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.01% (1)
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
(1)
|
Solely in its capacity as the managing member of OCM Holdings I, LLC.
|
CUSIP No. 849343108
|
SCHEDULE 13D
|
Page 9 of 20
|
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
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,375,000 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,375,000 (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,375,000 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.01% (1)
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
(1)
|
Solely in its capacity as the managing member of Oaktree Holdings, LLC.
|
CUSIP No. 849343108
|
SCHEDULE 13D
|
Page 10 of 20
|
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
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,375,000 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,375,000 (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,375,000 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.01% (1)
|
|
14
|
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.
|
CUSIP No. 849343108
|
SCHEDULE 13D
|
Page 11 of 20
|
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
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,375,000 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,375,000 (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,375,000 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.01% (1)
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
(1)
|
Solely in its capacity as the indirect owner of the class A units of Oaktree Capital Group,
LLC.
|
CUSIP No. 849343108
|
SCHEDULE 13D
|
Page 12 of 20
|
1
|
NAME OF REPORTING PERSON
Partners Limited
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,375,000 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,375,000 (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,375,000 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.01% (1)
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
(1)
|
Solely in its capacity as the sole owner of Class B Limited Voting Shares of
Brookfield Asset Management, Inc.
|
CUSIP No. 849343108
|
SCHEDULE 13D
|
Page 13 of 20
|
1
|
NAME OF REPORTING PERSON
Hartree Partners, LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,850,000 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,850,000 (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,850,000 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.09% (1)
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
(1)
|
Solely in its capacity as the direct owner of 1,850,000 common units.
|
CUSIP No. 849343108
|
SCHEDULE 13D
|
Page 14 of 20
|
1
|
NAME OF REPORTING PERSON
Hartree Partners GP, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,850,000 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,850,000 (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,850,000 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.09% (1)
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
(1)
|
Solely in its capacity as the general partner of Hartree Partners,
LP
|
CUSIP No. 849343108
|
SCHEDULE 13D
|
Page 15 of 20
|
Item 1. Security and Partnership
This Statement is being filed with respect to the common units representing limited partner interests (“common units”) of Sprague Resources LP (the “Partnership”). The
address of the principal executive offices of the Partnership is 185 International Drive, Portsmouth, NH 03801.
Item 2. Identity and Background
(a) - (c), (f) This Schedule 13D is filed as a joint statement pursuant to Rule 13d-1(k) under the Act by each of the following
persons (collectively, the “Reporting Persons”):
(i.) |
Oaktree Opportunities Fund X Holdings (Delaware), L.P., a Delaware limited partnership (“X Holdings”);
|
(ii.) |
Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., a Delaware limited partnership (“Xb Holdings”);
|
(iii.) |
Oaktree Fund GP, LLC, a Delaware limited liability company (“Fund GP”), in its capacity as the general partner of X Holdings and Xb Holdings;
|
(iv.) |
Oaktree Fund GP I, L.P., a Delaware limited partnership (“GP I”), in its capacity as the managing member of Fund GP;
|
(v.) |
Oaktree Capital I, L.P., a Delaware limited partnership (“Capital I”), in its capacity as the general partner of GP I;
|
(vi.) |
OCM Holdings I, LLC, a Delaware limited liability company (“Holdings I”), in its capacity as the general partner of Capital I;
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(vii.) |
Oaktree Holdings, LLC, a Delaware limited liability company (“Holdings”) in its capacity as the managing member of Holdings I;
|
(viii.) |
Oaktree Capital Group, LLC, a Delaware limited liability holdings (“OCG”) in its capacity as the managing member of Holdings;
|
(ix.) |
Oaktree Capital Group Holdings GP, LLC (“OCGH”), a Delaware limited liability company whose principal business is to serve as, and perform the
functions of, the indirect owner of the class B units of OCG.
|
(x.) |
Brookfield Asset Management Inc. (“BAM”), a Canadian corporation, in its capacity as the indirect owner of the class A units of OCG;
|
(xi.) |
Partners Limited (“Partners”), a Canadian corporation, in its capacity as the sole owner of Class B Limited Voting Shares of BAM;
|
(xii.) |
Hartree Partners, LP, a Delaware limited partnership (“Hartree”); and
|
(xiii.) |
Hartree Partners GP, LLC, a Delaware limited liability company (“Hartree GP”), solely in its capacity as the general partner of Hartree. The
management committee of Hartree GP is comprised of six members and such committee establishes the Trading Guidelines of Hartree.
|
The Reporting Persons have entered into a joint filing agreement, dated as of April 8, 2020, a copy of which is attached hereto as Exhibit A.
Set forth in the attached Annex A is a listing of the directors, executive officers, members and general partners, as applicable, of each Reporting
Person (collectively, the “Covered Persons”), and Annex A is incorporated by reference into this Item 2. Each of the Covered Persons that
is a natural person is a United States citizen.
CUSIP No. 849343108
|
SCHEDULE 13D
|
Page 16 of 20
|
The principal business address of Hartree Partners, LP and Hartree Partners GP, LLC is 1185 Ave of the Americas, New York, NY 10036. The principal business address of the remaining
Reporting Persons and Covered Persons is c/o Oaktree Capital Group Holdings GP, LLC, 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071.
(d) and (e) During the last five years, none of the Reporting Persons and, to the best of their knowledge, none of the Covered Persons: (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
On March 30, 2020, March 31, 2020 and April 1, 2020, X Holdings and Xb Holdings
purchased in open market transactions 1,375,000 common units, at prices ranging from $12.95 to $13.03, for a total consideration of $687,500 and cash on hand. The source of funds for such transaction was the
capital contributions of its limited partners. No borrowed funds were used to purchase such common units.
Item 5(c) below is hereby incorporated by reference into this Item 3.
Item 4. Purpose of Transaction
The Reporting Persons acquired the common units reported herein for investment purposes. Depending upon market conditions and other factors that
they may deem material, the Reporting Persons or their affiliates may seek to acquire securities of the Partnership or other financial instruments related to the Partnership or its securities (which may include
rights or securities exercisable or convertible into securities of the Partnership) and/or sell or otherwise dispose of some or all of such Partnership securities or financial instruments from time to time, in each
case, in open market or private transactions, block sales or otherwise.
Specifically, the Reporting Persons intend to discuss with one or more of management, the Board of Directors of the general partner of the
Partnership, affiliates of Sprague Resources Holdings LLC (“Holdings”), the owner of the general partner of the Partnership, and their respective advisors, the Partnership’s plans for enhancing shareholder value,
including as it relates to the unsolicited non-binding proposal from Holdings dated March 25, 2020, pursuant to which Holdings would acquire all of the outstanding common units of the Partnership that Holdings and
certain of its affiliates do not already own in exchange for $13.00 in cash per common unit (the “Proposal”), and any alternatives thereto. In addition, the Reporting Persons may in the future formulate plans or
proposals regarding the Partnership or its securities, including with respect to the Proposal or any potential strategic alternative thereto.
Other than as described in this Schedule 13D, none of the Reporting Persons or, to their best knowledge, any Covered Persons have any current plans
or proposals that would be related to or would result in any of the matters described in Items 4(a)-(j) of Schedule 13D; however, as part of its ongoing evaluation of this investment and investment alternatives,
the Reporting Persons may consider such matters in the future and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, the Reporting Persons may hold discussions
with or make formal proposals to management or the Board of Directors of the Issuer, other shareholders of the Issuer or other third parties regarding such matters.
Item 5. Interest in Securities of the Issuer
(a, b) The information contained on the cover pages of this Schedule 13D is incorporated herein by reference. Ownership percentages set forth in this Schedule 13D
are based on a total of 22,869,059 common units of the Issuer outstanding as of March 5, 2020, as reported in the Issuer's Annual Report on Form 10-K for the year ended December 31, 2019. As of the date hereof,
each of the Reporting Persons may be deemed the beneficial owner of 3,225,000 common units, which represents approximately 14.10% of the total
outstanding common units.
CUSIP No. 849343108
|
SCHEDULE 13D
|
Page 17 of 20
|
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial
owner of any of the common units for the purposes of Section 13(d) of the Act, or for any other purpose, and, except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by
each Reporting Person.
(c) Except for the transaction described herein, there have been no other transactions in the securities of the Partner effected by any Reporting Person within the
last 60 days.
Item 3 is incorporated by reference into this Item 5(c).
(d) This Item 5(d) is not applicable.
(e) This Item 5(e) is not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The response to Item 4 of this Schedule 13D is incorporated by reference herein.
Item 7. Material to be Filed as Exhibits.
Exhibit A: Joint Filing Agreement
CUSIP No. 849343108
|
SCHEDULE 13D
|
Page 18 of 20
|
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.
April 8, 2020
|
OAKTREE OPPORTUNITIES FUND X HOLDINGS (DELAWARE), L.P.
|
|
|
|
|
|
|
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By:
|
Oaktree Fund GP, LLC
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
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By:
|
Oaktree Fund GP I, L.P.
|
|
|
Its:
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Managing Member
|
|
|
|
|
|
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By:
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/s/ Jordan Mikes
|
|
|
Name:
|
Jordan Mikes
|
|
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Title:
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Authorized Signatory
|
|
|
OAKTREE OPPORTUNITIES FUND Xb HOLDINGS (DELAWARE), L.P.
|
|
|
|
|
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|
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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
|
|
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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
|
|
CUSIP No. 849343108
|
SCHEDULE 13D
|
Page 19 of 20
|
|
OCM HOLDINGS I, LLC
|
|
|
|
By:
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/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 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/ Jessica Diab
|
||
Name:
|
Jessica Diab
|
||
Title:
|
Vice President, Legal & Regulatory
|
||
PARTNERS LIMITED
|
|||
By:
|
/s/ Brian Lawson
|
||
Name:
|
Brian Lawson
|
||
Title:
|
President
|
||
CUSIP No. 849343108
|
SCHEDULE 13D
|
Page 20 of 20
|
|
HARTREE PARTNERS, LP
|
|
|
|
|
|
|
|
By:
|
HARTREE PARTNERS GP, LLC
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
|
By:
|
/s/ Stephen Hendel
|
|
|
Name:
|
Stephen Hendel
|
|
|
Title:
|
Authorized Signatory
|
|
|
HARTREE PARTNERS GP, LLC
|
|
|
|
|
|
|
|
By:
|
/s/ Stephen Hendel
|
|
|
Name:
|
Stephen Hendel
|
|
|
Title:
|
Authorized Signatory
|
|
ANNEX A
Each of the individuals identified in this Annex A disclaim beneficial ownership over the common units reported herein.
Oaktree Opportunities Fund X Holdings (Delaware), L.P.
The general partner of Oaktree Opportunities Fund Xb Holdings (Delaware), L.P is Oaktree Fund GP, LLC.
Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.
The general partner of Oaktree Opportunities Fund Xb Holdings (Delaware), L.P is Oaktree Fund GP, LLC.
Oaktree Fund GP, LLC
The managing member of Oaktree Fund GP, LLC is Oaktree Fund GP I, L.P.
Oaktree Fund GP I, L.P.
The general partner of Oaktree Fund GP I, L.P. is Oaktree Capital I, L.P.
Oaktree Capital I, L.P.
The general partner of Oaktree Capital I, L.P. is OCM Holdings I, LLC.
OCM Holdings I, LLC
The managing member of OCM Holdings I, LLC is Oaktree Holdings, LLC.
Oaktree Holdings, LLC
The managing member of Oaktree Holdings, LLC is Oaktree Capital Group, LLC.
Oaktree Capital Group, LLC
The name and principal occupation of each of the directors and executive officers of Oaktree Capital Group, LLC are listed below.
Name
|
Principal Occupation
|
|
Howard S. Marks
|
Co-Chairman and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Co-Chairman of Oaktree Capital Management,
L.P.
|
|
Bruce A. Karsh
|
Co-Chairman, Chief Investment Officer and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Co-Chairman and
Chief Investment Officer of Oaktree Capital Management, L.P.
|
|
Jay S. Wintrob
|
Chief Executive Officer and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Chief Executive Officer of
Oaktree Capital Management, L.P.
|
|
John B. Frank
|
Vice Chairman and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Vice Chairman of Oaktree Capital
Management, L.P.
|
|
Sheldon M. Stone
|
Principal and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Principal of Oaktree Capital Management,
L.P.
|
|
Justin Beber
|
Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, Managing Partner, and Head of Corporate Strategy and Chief
Legal Officer for Brookfield Asset Management Inc.
|
|
Bruce Flatt
|
Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Chief Executive Officer of Brookfield Asset Management
Inc.
|
|
D. Richard Masson
|
Owner and general manager of Golden Age Farm, LLC
|
|
Marna C. Whittington
|
Retired
|
|
Steven J. Gilbert
|
Founder and Chairman of the Board of Gilbert Global Equity Partners, L.P.
|
|
Daniel D. Levin
|
Chief Financial Officer of Oaktree Capital Group, LLC and Chief Financial Officer of Oaktree Capital Management, L.P.
|
|
Todd E. Molz
|
General Counsel, Chief Administrative Officer and Secretary of Oaktree Capital Group, LLC and General Counsel and Chief
Administrative Officer of Oaktree Capital Management, L.P.
|
Oaktree Capital Group Holdings GP, LLC
Oaktree Capital Group Holdings GP, LLC is managed by an executive committee. The name and principal occupation of each of the members of the
executive committee of Oaktree Capital Group Holdings GP, LLC and its executive officers are listed below.
Name
|
Principal Occupation
|
|
Howard S. Marks
|
Co-Chairman and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Co-Chairman of Oaktree Capital Management,
L.P.
|
|
Bruce A. Karsh
|
Co-Chairman, Chief Investment Officer and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Co-Chairman and
Chief Investment Officer of Oaktree Capital Management, L.P.
|
|
Jay S. Wintrob
|
Chief Executive Officer and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Chief Executive Officer of
Oaktree Capital Management, L.P.
|
|
John B. Frank
|
Vice Chairman and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Vice Chairman of Oaktree Capital
Management, L.P.
|
|
Sheldon M. Stone
|
Principal and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Principal of Oaktree Capital Management,
L.P.
|
Brookfield Asset Management Inc.
The name, principal occupation, address and citizenship of each of the directors and executive officers of Brookfield Asset Management Inc. are listed below.
Name and Position of
Officer or Director
|
Principal
Business Address
|
Principal Occupation
or Employment
|
Citizenship
|
|||
M. Elyse Allan, Director
|
181 Bay Street, Suite 210, Toronto, Ontario M5J 2T3, Canada
|
Former President and Chief Executive Officer of General Electric Co.
|
U.S.A. and Canada
|
|||
Jeffrey M. Blidner, Vice Chairman and Director
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Vice Chairman of Brookfield
|
Canada
|
|||
Angela F. Braly, Director
|
832 Alverna Drive, Indianapolis, Indiana 46260 U.S.A.
|
Former Chair, President and Chief Executive Officer of WellPoint Inc.
|
U.S.A.
|
|||
Jack L. Cockwell, Director
|
51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada
|
Corporate Director
|
Canada
|
|||
Marcel R. Coutu, Director
|
c/o Suite 1210 225 - 6th Ave. S.W., Calgary, Alberta T2P 1N2
|
Former President and Chief Executive Officer of Canadian Oil Sands Limited
|
Canada
|
|||
Murilo Ferreira, Director
|
Rua General Venãncio Flores, 50 Cob 01, Leblon Rio de Janeiro
|
Former Chief Executive Officer of Vale SA
|
Brazil
|
|||
J. Bruce Flatt, Director and Managing Partner and Chief Executive Officer
|
One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K.
|
Managing Partner and Chief Executive Officer of Brookfield
|
Canada
|
|||
Maureen Kempston Darkes, Director
|
10 Avoca Avenue, Unit 1904, Toronto, Ontario M4T 2B7
|
Corporate Director and former President, Latin America, Africa and Middle East, General Motors Corporation
|
Canada
|
|||
Brian W. Kingston, Managing Partner
|
250 Vesey Street, 15th Floor, New York, NY 10281-1023 U.S.A.
|
Managing Partner of Brookfield
|
Canada
|
|||
Brian D. Lawson, Vice Chairman and Director
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Vice Chairman of Brookfield
|
Canada
|
|||
Cyrus Madon, Managing Partner
|
181 Bay Street, Suite300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner of Brookfield
|
Canada
|
|||
Frank J. McKenna, Director
|
TD BankFinancial Group, 161 Bay St., 35th
Floor, Toronto, Ontario M5J 2T2, Canada
|
Chair of Brookfield and Deputy Chair, Wholesale of TD Bank Financial Group
|
Canada
|
|||
Rafael Miranda, Director
|
C/Santiago de Compostela 100, 28035 Madrid, Spain
|
Chairman of Acerinox, S.A., Corporate Director and Former Chief Executive Officer of Endesa, S.A.
|
Spain
|
|||
Timothy R. Price, Director
|
51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada
|
Director of Partners Limited and Brookfield Partners Foundation
|
Canada
|
|||
Lord Augustine Thomas O’Donnell, Director
|
Frontier Economics Limited, 71 High Holborn, London U.K. WC1V 6DA
|
Chairman of Frontier Economics and senior advisor to Brookfield in Europe
|
United Kingdom
|
|||
Lori A. Pearson, Managing Partner and Chief Operating Officer
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner and Chief Operating Officer of Brookfield
|
Canada
|
|||
Samuel J.B. Pollock, Managing Partner
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner of Brookfield
|
Canada
|
|||
Seek Ngee Huat, Director
|
501 Orchard Road, #08 - 01 Wheelock Place, Singapore 238880
|
Former Chair of the Latin American Business Group, Government of Singapore Investment Corporation
|
Singapore
|
|||
Sachin G. Shah, Managing Partner
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner of Brookfield
|
Canada
|
|||
Diana L. Taylor, Director
|
c/o Bloomberg, Philanthropies, 25 East 78th Street, New York, N.Y. 10075
|
Former Vice Chair, Solera Capital LLC
|
U.S.A. and Canada
|
|||
Justin Beber, Managing Partner, Head of Corporate Strategy and Chief Legal Officer
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner, Head of Corporate Strategy and Chief Legal Officer of Brookfield
|
Canada
|
|||
Howard S. Marks, Director
|
c/o Oaktree Capital
Management, L.P., 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071 |
Co-Chairman and Director of
Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Co-Chairman of Oaktree Capital Management, L.P. |
U.S.A
|
|||
Nicholas Goodman, Managing Partner and Chief Financial Officer
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner and Chief Financial Officer of Brookfield
|
United Kingdom
|
|||
Craig Noble, Managing Partner
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner and Chief Executive Officer of Alternative Investments of Brookfield
|
Canada
|
Partners Limited
The name, principal occupation, address and citizenship of each of the directors and executive officers of Partners Limited are listed below.
Name and Position of
Officer or Director
|
Principal
Business Address
|
Principal Occupation
or Employment
|
Citizenship
|
|||
Jack L. Cockwell, Director and Chairman
|
51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada
|
Corporate Director
|
Canada
|
|||
Brian W. Kingston, Director
|
250 Vesey Street, 15th Floor, New York, NY 10281-1023 U.S.A.
|
Managing Partner of Brookfield
|
Canada
|
|||
Brian D. Lawson, Director and President
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Vice Chairman of Brookfield
|
Canada
|
|||
Cyrus Madon, Director
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner of Brookfield
|
Canada
|
|||
Timothy R. Price, Director
|
51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada
|
Chairman, Brookfield Funds
|
Canada
|
|||
Samuel J.B. Pollock, Director
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner of Brookfield
|
Canada
|
|||
Sachin G. Shah, Director
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner of Brookfield
|
Canada
|
|||
Lisa Chu, Treasurer
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Senior Vice President of Brookfield
|
Canada
|
|||
Lorretta Corso, Secretary
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Administrator, Corporate Secretary of Brookfield
|
Canada
|
|||
Tim Wang, Assistant Secretary
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Manager of Brookfield
|
Canada
|
Hartree Partners, LP
The general partner of Hartree Partners, LP is Hartree Partners GP, LLC
Hartree Partners GP, LLC
The name and principal occupation of each of the members of the Management Committee of Hartree Partners GP, LLC are listed below.
Name and Position of
Officer or Director
|
Principal
Business Address
|
Principal Occupation
or Employment
|
Citizenship
|
|||
Steve Hendel
|
1185 Avenue of the Americas, New York, NY 10036
|
Managing Director, Founding Partner, Hartree
|
United States
|
|||
Steve Semlitz
|
1185 Avenue of the Americas, New York, NY 10036
|
Managing Director, Founding Partner, Hartree
|
United States
|
|||
Jonathan Merison
|
1185 Avenue of the Americas, New York, NY 10036
|
Managing Director, Founding Partner, Hartree
|
United States
|
|||
Robert O’Leary
|
333 South Grand Ave, 28th
Floor, Los Angeles, CA 90071
|
Managing Director and Co-Portfolio Manager, Oaktree
|
United States
|
|||
Brook Hinchman
|
333 South Grand Ave, 28th
Floor, Los Angeles, CA 90071
|
Managing Director, Oaktree
|
United States
|
|||
Jordan Mikes
|
333 South Grand Ave, 28th
Floor, Los Angeles, CA 90071
|
Senior Vice President, Oaktree
|
United States
|
EXHIBIT A
JOINT FILING AGREEMENT
Pursuant to Rule 13(d)-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 Schedule 13D is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13D 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 other, except to the extent that he or it knows or has reason to believe that such
information is inaccurate.
Dated as of April 8, 2020
|
OAKTREE OPPORTUNITIES FUND X HOLDINGS (DELAWARE), L.P.
|
|
|
|
|
|
|
|
By:
|
Oaktree Fund GP, LLC
|
|
|
Its:
|
General Partner
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By:
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Oaktree Fund GP I, L.P.
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Its:
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Managing Member
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Authorized Signatory
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OAKTREE OPPORTUNITIES FUND Xb HOLDINGS (DELAWARE), L.P.
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By:
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Oaktree Fund GP, LLC
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Its:
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General Partner
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By:
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Oaktree Fund GP I, L.P.
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Its:
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Managing Member
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Authorized Signatory
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OAKTREE FUND GP, LLC
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By:
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Oaktree Fund GP I, L.P.
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Its:
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Managing Member
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Authorized Signatory
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OAKTREE FUND GP I, L.P.
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Authorized Signatory
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OAKTREE CAPITAL I, L.P.
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Senior Vice President
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OCM HOLDINGS I, LLC
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Senior Vice President
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OAKTREE HOLDINGS, LLC
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Senior Vice President
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OAKTREE CAPITAL GROUP, LLC
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Senior Vice President
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OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Senior Vice President
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BROOKFIELD ASSET MANAGEMENT INC.
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|||
By:
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/s/ Jessica Diab
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Name:
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Jessica Diab
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Title:
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Vice President, Legal & Regulatory
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PARTNERS LIMITED
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By:
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/s/ Brian Lawson
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Name:
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Brian Lawson
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Title:
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President
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HARTREE PARTNERS, LP
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By:
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HARTREE PARTNERS GP, LLC
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Its:
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General Partner
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By:
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/s/ Stephen Hendel
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Name:
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Stephen Hendel
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Title:
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Authorized Signatory
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HARTREE PARTNERS GP, LLC
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By:
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/s/ Stephen Hendel
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Name:
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Stephen Hendel
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Title:
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Authorized Signatory
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