Sec Form 13G Filing - Brookfield Oaktree Holdings LLC (OAK) filing for HWH INTL INC (HWH) - 2023-02-14

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Rule 13d-1(b)

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Rule 13d-1(c)

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Rule 13d-1(d)

(1)	Represents 367,500 shares of  Class A common stock, $0.0001 par value of the Issuer held directly by OCM Value SPAC Holdings II, L.P.

1	NAMES OF REPORTING PERSONS
	Oaktree Fund 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
			735,000(1)
		6	SHARED VOTING POWER
		7	SOLE DISPOSITIVE POWER
			735,000(1)
		8	SHARED DISPOSITIVE POWER
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	735,000(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.1%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)	Solely in its capacity as the general partner of OCM Value SPAC Holdings, L.P. and OCM Value SPAC Holdings II, L.P.

1	NAMES OF REPORTING PERSONS
	Oaktree Fund GP I, 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
			735,000(1)
		6	SHARED VOTING POWER
		7	SOLE DISPOSITIVE POWER
			735,000(1)
		8	SHARED DISPOSITIVE POWER
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	735,000(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.1%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)	Solely in its capacity as the managing member of Oaktree Fund GP, LLC.

1	NAMES OF REPORTING PERSONS
	Oaktree Capital I, 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
			735,000(1)
		6	SHARED VOTING POWER
		7	SOLE DISPOSITIVE POWER
			735,000(1)
		8	SHARED DISPOSITIVE POWER
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	735,000(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.1%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)	Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.

1	NAMES OF REPORTING PERSONS
	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
			735,000(1)
		6	SHARED VOTING POWER
		7	SOLE DISPOSITIVE POWER
			735,000(1)
		8	SHARED DISPOSITIVE POWER
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	735,000(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.1%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)	Solely in its capacity as the general partner of Oaktree Capital I, L.P.

 

1	NAMES OF REPORTING PERSONS
	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
			735,000(1)
		6	SHARED VOTING POWER
		7	SOLE DISPOSITIVE POWER
			735,000(1)
		8	SHARED DISPOSITIVE POWER
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	735,000(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.1%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)	Solely in its capacity as the managing member of OCM Holdings I, LLC.

1	NAMES OF REPORTING PERSONS
	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
			735,000(1)
		6	SHARED VOTING POWER
		7	SOLE DISPOSITIVE POWER
			735,000(1)
		8	SHARED DISPOSITIVE POWER
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	735,000(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.1%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

---

1	NAMES OF REPORTING PERSONS
	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
			735,000(1)
		6	SHARED VOTING POWER
		7	SOLE DISPOSITIVE POWER
			735,000(1)
		8	SHARED DISPOSITIVE POWER
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	735,000(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.1%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)	Solely in its capacity as the indirect owner of the class B units of Oaktree Capital Group, LLC.

1	NAMES OF REPORTING PERSONS
	Brookfield Corporation
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
			735,000(1)
		6	SHARED VOTING POWER
		7	SOLE DISPOSITIVE POWER
			735,000(1)
		8	SHARED DISPOSITIVE POWER
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	735,000(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.1%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC

(1)	Solely in its capacity as the indirect owner of the class A units of Oaktree Capital Group, LLC.

1	NAMES OF REPORTING PERSONS
	BAM Partners Trust
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
			735,000(1)
		6	SHARED VOTING POWER
		7	SOLE DISPOSITIVE POWER
			735,000(1)
		8	SHARED DISPOSITIVE POWER
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	735,000(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.1%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC

(1)	Solely in its capacity as the sole owner of the Class B Limited Voting Shares of Brookfield Corporation (f/k/a Brookfield Asset Management, Inc.).

Item 1(a).

Name of Issuer:

Item 1(b).

Address of Issuer’s Principal Executive Offices:

Item 2(a)-(c).

Name of Person Filing; Address of Principal Business Office; and Citizenship

i)	OCM Value SPAC Holdings, L.P., a Delaware limited partnership (“OCM Value SPAC”), in its capacity as the direct owner of 367,500 shares of Class A common stock, $0.0001 par value of the Issuer;

ii)	OCM Value SPAC Holdings II, L.P., a Delaware limited partnership (“OCM Value SPAC II”), in its capacity as the direct owner of 367,500 shares of Class A common stock, $0.0001 par value of the Issuer;

iii)	Oaktree Fund GP, LLC, a Delaware limited liability company (“Fund GP”), in its capacity as the general partner of OCM Value SPAC and OCM Value SPAC II;

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;

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 company (“OCG”), in its capacity as the managing member of Holdings;

ix)	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 OCG;

x)	Brookfield Corporation (f/k/a Brookfield Asset Management Inc.), an Ontario corporation (“Brookfield”), in its capacity as the indirect owner of the class A units of OCG, in its capacity as such; and

xi)	BAM Partners Trust, a trust established under the laws of Ontario (the “BAM Partnership”), in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield.

Item 2(d).

Title of Class of Securities:

Item 2(e).

CUSIP Number:

Item 3.

If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

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.

Certification:

OCM VALUE SPAC HOLDINGS, L.P.
By:	OAKTREE FUND GP, LLC
Its:	General Partner
By:	/s/ Henry Orren
Name:	Henry Orren
Title:	Authorized Signatory
OCM VALUE SPAC HOLDINGS II, L.P.
By:	OAKTREE FUND GP, LLC
Its:	General Partner
By:	/s/ Henry Orren
Name:	Henry Orren
Title:	Authorized Signatory
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 CAPITAL I, L.P.
By:	/s/ Henry Orren
Name:	Henry Orren
Title:	Senior Vice President

OCM HOLDINGS I, LLC
By:	/s/ Henry Orren
Name:	Henry Orren
Title:	Senior Vice President
OAKTREE HOLDINGS, LLC
By:	/s/ Henry Orren
Name:	Henry Orren
Title:	Senior Vice President
OAKTREE CAPITAL GROUP, LLC
By:	/s/ Henry Orren
Name:	Henry Orren
Title:	Senior Vice President
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
By:	/s/ Henry Orren
Name:	Henry Orren
Title:	Senior Vice President
BROOKFIELD CORPORATION
By:	/s/ Swati Mandava
Name:	Swati Mandava
Title:	Senior Vice President Legal & Regulatory

BAM PARTNERS TRUST, by its trustee, BAM CLASS B PARTNERS INC.
By:	/s/ Kathy Sarpash
Name:	Kathy Sarpash
Title:	Secretary

Exhibit 1.

Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.