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. 5)*
Battalion Oil Corporation
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
40537Q803
(CUSIP Number)
Richard Ting
General Counsel & Managing Director
Oaktree Capital Management, L.P.
333 South Grand Avenue, 28th Floor
Los Angeles, California 90071
(213) 830-6300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 13, 2024
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 disclosures
provided in a prior cover page.
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).
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
OCM HLCN Holdings, L.P.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
| |
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
Not applicable
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|
|
||
|
10,065,897
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
| 10,065,897 |
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
10,065,897(1)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
44.67%(2)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
In its capacity as the direct beneficial owner of 10,065,897 shares of common stock, par value $0.0001 (“Common Stock”) per share of the Issuer, including (a) 846,885 shares of Common Stock issuable upon conversion or redemption of the
shares of Series A Preferred Stock directly held by OCM HLCN Holdings, L.P., (b) 1,420,885 shares of Common Stock issuable upo
n conversion or redemption of the shares of Series A-1 Preferred Stock directly held by OCM HLCN Holdings, L.P.,
(c) 1,881,727 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-2 Preferred Stock directly held by OCM HLCN Holdings, L.P., (d) 935,165 shares of Common Stock issuable upon conversion or redemption of
the shares of Series A-3 Preferred Stock directly held by OCM HLCN Holdings, L.P. and (e) 993,146 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-4 Preferred Stock directly held by OCM HLCN
Holdings, L.P.
|
| (2) |
All calculations of percentage ownership herein are based upon an aggregate of 16,456,563 shares of Common Stock outstanding as of May 13, 2024, in reliance on the representation made by the Issuer in the Series A-4 Purchase Agreement,
plus (a) 846,885 shares of Common Stock issuable upon conversion or redemption of the shares of Series A Preferred Stock directly held by OCM HLCN Holdings, L.P. (b) 1,420,885 shares of Common Stock issuable upon conversion or redemption
of the shares of Series A-1 Preferred Stock directly held by OCM HLCN Holdings, L.P., (c) 1,881,727 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-2 Preferred Stock directly held by OCM HLCN
Holdings, L.P., (d) 935,165 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-3 Preferred Stock directly held by OCM HLCN Holdings, L.P. and (e) 993,146 shares of Common Stock issuable upon conversion
or redemption of the shares of Series A-4 Preferred Stock directly held by OCM HLCN Holdings, L.P.
|
2
|
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
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
Not applicable
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|
|
||
|
10,065,897
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
10,065,897
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
10,065,897(1)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
44.67%(2)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
| (1) |
In its capacity as the beneficial owner of 10,065,897 shares of Common Stock of the Issuer, including (a) 846,885 shares of Common Stock issuable upon conversion or redemption of the shares of Series A Preferred Stock directly held by
OCM HLCN Holdings, L.P., (b) 1,420,885 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-1 Preferred Stock directly held by OCM HLCN Holdings, L.P., (c) 1,881,727 shares of Common Stock issuable upon
conversion or redemption of the shares of Series A-2 Preferred Stock directly held by OCM HLCN Holdings, L.P., (d) 935,165 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-3 Preferred Stock directly
held by OCM HLCN Holdings, L.P. and (e) 993,146 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-4 Preferred Stock directly held by OCM HLCN Holdings, L.P.
|
| (2) |
All calculations of percentage ownership herein are based upon an aggregate of 16,456,563 shares of Common Stock outstanding as of May 13, 2024, in reliance on the representation made by the Issuer in the Series A-4 Purchase Agreement,
plus (a) 846,885 shares of Common Stock issuable upon conversion or redemption of the shares of Series A Preferred Stock directly held by OCM HLCN Holdings, L.P. (b) 1,420,885 shares of Common Stock issuable upon conversion or redemption
of the shares of Series A-1 Preferred Stock directly held by OCM HLCN Holdings, L.P., (c) 1,881,727 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-2 Preferred Stock directly held by OCM HLCN
Holdings, L.P., (d) 935,165 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-3 Preferred Stock directly held by OCM HLCN Holdings, L.P and (e) 993,146 shares of Common Stock issuable upon conve
rsion
or redemption of the shares of Series A-4 Preferred Stock directly held by OCM HLCN Holdings, L.P.
|
3
|
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
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
Not applicable
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|
|
||
|
10,065,897
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
10,065,897
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
10,065,897(1)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
44.67%(2)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
In its capacity as the beneficial owner of 10,065,897 shares of Common Stock of the Issuer, including (a) 846,885 shares of Common Stock issuable upon conversion or redemption of the shares of Series A Preferred Stock directly held by
OCM HLCN Holdings, L.P., (b) 1,420,885 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-1 Preferred Stock directly held by OCM HLCN Holdings, L.P., (c) 1,881,727 shares of Common Stock issuable upon
conversion or redemption of the shares of Series A-2 Preferred Stock directly held by OCM HLCN Holdings, L.P., (d) 935,165 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-3 Preferred Stock directly
held by OCM HLCN Holdings, L.P. and (e) 993,146 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-4 Preferred Stock directly held by OCM HLCN Holdings, L.P.
|
| (2) |
All calculations of percentage ownership herein are based upon an aggregate of 16,456,563 shares of Common Stock outstanding as of May 13, 2024, in reliance on the representation made by the Issuer in the Series A-4 Purchase Agreement,
plus (a) 846,885 shares of Common Stock issuable upon conversion or redemption of the shares of Series A Preferred Stock directly held by OCM HLCN Holdings, L.P. (b) 1,420,885 shares of Common Stock issuable upon conversion or redemption
of the shares of Series A-1 Preferred Stock directly held by OCM HLCN Holdings, L.P., (c) 1,881,727 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-2 Preferred Stock directly held by OCM HLCN
Holdings, L.P., (d) 935,165 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-3 Preferred Stock directly held by OCM HLCN Holdings, L.P. and (e) 993,146 shares of Common Stock issuable upon conversion
or redemption of the shares of Series A-4 Preferred Stock directly held by OCM HLCN Holdings, L.P.
|
4
|
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
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
Not applicable
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|
|
||
|
10,065,897
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
10,065,897
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
10,065,897(1)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
44.67%(2)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
In its capacity as the beneficial owner of 10,065,897 shares of Common Stock of the Issuer, including (a) 846,885 shares of Common Stock issuable upon conversion or redemption of the shares of Series A Preferred Stock directly held by
OCM HLCN Holdings, L.P., (b) 1,420,885 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-1 Preferred Stock directly held by OCM HLCN Holdings, L.P., (c) 1,881,727 shares of Common Stock issuable upon
conversion or redemption of the shares of Series A-2 Preferred Stock directly held by OCM HLCN Holdings, L.P., (d) 935,165 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-3 Preferred Stock directly
held by OCM HLCN Holdings, L.P. and (e) 993,146 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-4 Preferred Stock directly held by OCM HLCN Holdings, L.P.
|
| (2) |
All calculations of percentage ownership herein are based upon an aggregate of 16,456,563 shares of Common Stock outstanding as of May 13, 2024, in reliance on the representation made by the Issuer in the Series A-4 Purchase Agreement,
plus (a) 846,885 shares of Common Stock issuable upon conversion or redemption of the shares of Series A Preferred Stock directly held by OCM HLCN Holdings, L.P. (b) 1,420,885 shares of Common Stock issuable upon conversion or redemption
of the shares of Series A-1 Preferred Stock directly held by OCM HLCN Holdings, L.P., (c) 1,881,727 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-2 Preferred Stock directly held by OCM HLCN
Holdings, L.P., (d) 935,165 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-3 Preferred Stock directly held by OCM HLCN Holdings, L.P. and (e) 993,146 shares of Common Stock issuable upon conversion
or redemption of the shares of Series A-4 Preferred Stock directly held by OCM HLCN Holdings, L.P.
|
5
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Brookfield OCM Holdings II, LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
| |
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
Not applicable
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|
|
||
|
10,065,897
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
10,065,897
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
10,065,897(1)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
44.67%(2)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
In its capacity as the beneficial owner of 10,065,897 shares of Common Stock of the Issuer, including (a) 846,885 shares of Common Stock issuable upon conversion or redemption of the shares of Series A Preferred Stock directly held by
OCM HLCN Holdings, L.P., (b) 1,420,885 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-1 Preferred Stock directly held by OCM HLCN Holdings, L.P., (c) 1,881,727 shares of Common Stock issuable upon
conversion or redemption of the shares of Series A-2 Preferred Stock directly held by OCM HLCN Holdings, L.P., (d) 935,165 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-3 Preferred Stock directly
held by OCM HLCN Holdings, L.P. and (e) 993,146 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-4 Preferred Stock directly held by OCM HLCN Holdings, L.P.
|
6
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Brookfield OCM Holdings, LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
| |
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
Not applicable
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|
|
||
|
10,065,897
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
10,065,897
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
10,065,897(1)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
44.67%(2)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
In its capacity as the beneficial owner of 10,065,897 shares of Common Stock of the Issuer, including (a) 846,885 shares of Common Stock issuable upon conversion or redemption of the shares of Series A Preferred Stock directly held by
OCM HLCN Holdings, L.P., (b) 1,420,885 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-1 Preferred Stock directly held by OCM HLCN Holdings, L.P., (c) 1,881,727 shares of Common Stock issuable upon
conversion or redemption of the shares of Series A-2 Preferred Stock directly held by OCM HLCN Holdings, L.P., (d) 935,165 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-3 Preferred Stock directly
held by OCM HLCN Holdings, L.P. and (e) 993,146 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-4 Preferred Stock directly held by OCM HLCN Holdings, L.P.
|
| (2) |
All calculations of percentage ownership herein are based upon an aggregate of 16,456,563 shares of Common Stock outstanding as of May 13, 2024, in reliance on the representation made by the Issuer in the Series A-4 Purchase Agreement,
plus (a) 846,885 shares of Common Stock issuable upon conversion or redemption of the shares of Series A Preferred Stock directly held by OCM HLCN Holdings, L.P. (b) 1,420,885 shares of Common Stock issuable upon conversion or redemption
of the shares of Series A-1 Preferred Stock directly held by OCM HLCN Holdings, L.P., (c) 1,881,727 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-2 Preferred Stock directly held by OCM HLCN
Holdings, L.P., (d) 935,165 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-3 Preferred Stock directly held by OCM HLCN Holdings, L.P. and (e) 993,146 shares of Common Stock issuable upon conversion
or redemption of the shares of Series A-4 Preferred Stock directly held by OCM HLCN Holdings, L.P.
|
7
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Brookfield Oaktree Holdings, LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
| |
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
Not applicable
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PRO
CEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|
|
||
|
10,065,897
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
10,065,897
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
10,065,897(1)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
44.67%(2)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
| (1) |
In its capacity as the beneficial owner of 10,065,897 shares of Common Stock of the Issuer, including (a) 846,885 shares of Common Stock issuable upon conversion or redemption of the shares of Series A Preferred Stock directly held by
OCM HLCN Holdings, L.P., (b) 1,420,885 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-1 Preferred Stock directly held by OCM HLCN Holdings, L.P., (c) 1,881,727 shares of Common Stock issuable upon
conversion or redemption of the shares of Series A-2 Preferred Stock directly held by OCM HLCN Holdings, L.P., (d) 935,165 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-3 Preferred Stock directly
held by OCM HLCN Holdings, L.P. and (e) 993,146 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-4 Preferred Stock directly held by OCM HLCN Holdings, L.P.
|
| (2) |
All calculations of percentage ownership herein are based upon an aggregate of 16,456,563 shares of Common Stock outstanding as of May 13, 2024, in reliance on the representation made by the Issuer in the Series A-4 Purchase Agreement,
plus (a) 846,885 shares of Common Stock issuable upon conversion or redemption of the shares of Series A Preferred Stock directly owned by OCM HLCN Holdings, L.P. (b) 1,420,885 shares of Common Stock issuable upon conversion or redemption
of the shares of Series A-1 Preferred Stock directly held by OCM HLCN Holdings, L.P., (c) 1,881,727 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-2 Preferred Stock directly held by OCM HLCN
Holdings, L.P., (d) 935,165 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-3 Preferred Stock directly held by OCM HLCN Holdings, L.P. and (e) 993,146 shares of Common Stock issuable upon conversion
or redemption of the shares of Series A-4 Preferred Stock directly held by OCM HLCN Holdings, L.P.
|
8
|
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
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
Not applicable
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|
|
||
|
10,065,897
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
10,065,897
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
10,065,897(1)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
44.67%(2)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
| (1) |
In its capacity as the beneficial owner of 10,065,897 shares of Common Stock of the Issuer, including (a) 846,885 shares of Common Stock issuable upon conversion or redemption of the shares of Series A Preferred Stock directly held by
OCM HLCN Holdings, L.P., (b) 1,420,885 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-1 Preferred Stock directly held by OCM HLCN Holdings, L.P., (c) 1,881,727 shares of Common Stock issuable upon
conversion or redemption of the shares of Series A-2 Preferred Stock directly held by OCM HLCN Holdings, L.P., (d) 935,165 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-3 Preferred Stock directly
held by OCM HLCN Holdings, L.P. and (e) 993,146 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-4 Preferred Stock directly held by OCM HLCN Holdings, L.P.
|
| (2) |
All calculations of percentage ownership herein are based upon an aggregate of 16,456,563 shares of Common Stock outstanding as of May 13, 2024, in reliance on the representation made by the Issuer in the Series A-4 Purchase Agreement,
plus (a) 846,885 shares of Common Stock issuable upon conversion or redemption of the shares of Series A Preferred Stock directly held by OCM HLCN Holdings, L.P. (b) 1,420,885 shares of Common Stock issuable upon conversion or redemption
of the shares of Series A-1 Preferred Stock directly held by OCM HLCN Holdings, L.P., (c) 1,881,727 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-2 Preferred Stock directly held by OCM HLCN
Holdings, L.P., (d) 935,165 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-3 Preferred Stock directly held by OCM HLCN Holdings, L.P. and (e) 993,146 shares of Common Stock issuable upon conversion
or redemption of the shares of Series A-4 Preferred Stock directly held by OCM HLCN Holdings, L.P.
|
9
|
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
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
Not applicable
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|
|
||
|
10,065,897
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
10,065,897
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
10,065,897(1)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
44.67%(2)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
| (1) |
In its capacity as the beneficial owner of 10,065,897 shares of Common Stock of the Issuer, including (a) 846,885 shares of Common Stock issuable upon conversion or redemption of the shares of Series A Preferred Stock directly held by
OCM HLCN Holdings, L.P., (b) 1,420,885 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-1 Preferred Stock directly held by OCM HLCN Holdings, L.P., (c) 1,881,727 shares of Common Stock issuable upon
conversion or redemption of the shares of Series A-2 Preferred Stock directly held by OCM HLCN Holdings, L.P., (d) 935,165 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-3 Preferred Stock directly
held by OCM HLCN Holdings, L.P. and (e) 993,146 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-4 Preferred Stock directly held by OCM HLCN Holdings, L.P.
|
| (2) |
All calculations of percentage ownership herein are based upon an aggregate of 16,456,563 shares of Common Stock outstanding as of May 13, 2024, in reliance on the representation made by the Issuer in the Series A-4 Purchase Agreement,
plus (a) 846,885 shares of Common Stock issuable upon conversion or redemption of the shares of Series A Preferred Stock directly held by OCM HLCN Holdings, L.P. (b) 1,420,885 shares of Common Stock issuable upon conversion or redemption
of the shares of Series A-1 Preferred Stock directly held by OCM HLCN Holdings, L.P., (c)
1,881,727 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-2 Preferred Stock directly held by OCM HLCN
Holdings, L.P., (d) 935,165 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-3 Preferred Stock directly held by OCM HLCN Holdings, L.P. and (e) 993,146 shares of Common Stock issuable upon conversion
or redemption of the shares of Series A-4 Preferred Stock directly held by OCM HLCN Holdings, L.P.
|
10
|
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
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
Not applicable
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|
|
||
|
10,065,897
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
10,065,897
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
10,065,897(1)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
44.67%(2)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
| (1) |
In its capacity as the beneficial owner of 10,065,897 shares of Common Stock of the Issuer, including (a) 846,885 shares of Common Stock issuable upon conversion or redemption of the shares of Series A Preferred Stock directly held by
OCM HLCN Holdings, L.P., (b) 1,420,885 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-1 Preferred Stock directly held by OCM HLCN Holdings, L.P., (c) 1,881,727 shares of Common Stock issuable upon
conversion or redemption of the shares of Series A-2 Preferred Stock directly held by OCM HLCN Holdings, L.P., (d) 935,165 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-3 Preferred Stock directly
held by OCM HLCN Holdings, L.P. and (e) 993,146 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-4 Preferred Stock directly held by OCM HLCN Holdings, L.P.
|
| (2) |
All calculations of percentage ownership herein are based upon an aggregate of 16,456,563 shares of Common Stock outstanding as of May 13, 2024, in reliance on the representation made by the Issuer in the Series A-4 Purchase Agreement,
plus (a) 846,885 shares of Common Stock issuable upon conversion or redemption of the shares of Series A Preferred Stock directly held by OCM HLCN Holdings, L.P. (b) 1,420,885 shares of Common Stock issuable upon conversion or redemption
of the shares of Series A-1 Preferred Stock directly held by OCM HLCN Holdings, L.P., (c) 1,881,727 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-2 Preferred Stock directly held by OCM HLCN
Holdings, L.P., (d) 935,165 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-3 Preferred Stock directly held by OCM HLCN Holdings, L.P. and (e) 993,146 shares of Common Stock issuable upon conversion
or redemption of the shares of Series A-4 Preferred Stock directly held by OCM HLCN Holdings, L.P.
|
11
EXPLANATORY NOTE
The following constitutes Amendment No. 5 (“Amendment No. 5”) to the Schedule 13D filed by the undersigned with the Securities and Exchange Commission (the “SEC”) on October 22, 2019 (the “Original Schedule 13D”), as amended by Amendment No. 1
thereto, filed with the SEC on March 31, 2023, Amendment No. 2 thereto, filed with the SEC on September 8, 2023, Amendment No. 3 thereto, filed with the SEC on December 19, 2023 and Amendment No. 4 thereto, filed with the SEC on March 27, 2024
(collectively, the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 5 shall
maintain the meanings herein as are ascribed to such terms in the Schedule 13D.
| Item 3. |
Source and Amount of Funds or Other Consideration.
|
Item 3 is hereby amended by adding the following:
As described in Item 4 below, on May 13, 2024, OCM HLCN purchased 6,376 shares of Series A-4 Convertible Redeemable Preferred Stock of the Issuer, par value $0.0001 per share (the “Series A-4 Preferred Stock”), for
aggregate consideration of approximately $6.2 million pursuant to the Series A-4 Purchase Agreement, dated May 13, 2024 (the “Series A-4 Purchase Agreement”), by and among the Issuer, OCM HLCN and the other purchasers party thereto. No borrowed
funds were used to purchase such shares of Common Stock.
| Item 4. |
Purpose of Transaction.
|
Item 4 is hereby amended by adding the following:
The information set forth in amended Items 3 and 6 and the Exhibits to Amendment No. 5 are incorporated herein by reference.
On May 13, 2024, the Issuer, OCM HLCN and the other purchasers party thereto entered into the Series A-4 Purchase Agreement. On May 13, 2024, OCM HLCN purchased 6,376 shares of Series A-4 Preferred Stock for
approximately $6.2 million.
Increases in the Reporting Persons’ beneficial ownership of Series A Preferred Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series A-3 Preferred Stock reported herein are a result of PIK accruals.
| Item 5. |
Interest in Securities of the Issuer.
|
Items 5(a), (b), (c) are hereby amended and restated as follows:
The information contained on the cover pages of this Schedule 13D is incorporated herein by reference.
(a), (b) OCM HLCN directly holds 3,988,088 shares of Common Stock and beneficially owns shares of Common Stock issuable upon conversion of Series A Preferred Stock, shares of Common Stock issuable upon
conversion of Series A-1 Preferred Stock, shares of Common Stock issuable upon conversion of Series A-2 Preferred Stock, and shares of Common Stock issuable upon conversion of Series A-3 Preferred Stock. In this regard, the shares of the Series A
Preferred Stock, the shares of the Series A-1 Preferred Stock, the shares of the Series A- 2 Preferred Stock, the shares of Series A-3 Preferred Stock, and the shares of Series A-4 Preferred Stock directly held by OCM HLCN are currently
convertible, based on their respective Conversion Ratios set forth in Item 6 of this Schedule 13D (as amended), into 846,885, 1,420,885, 1,881,727, 935,165 and 993,146 shares of Common Stock, respectively. OCM HLCN has the sole power to vote and
dispose of all such shares.
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Due to the nature of the Voting Agreement, the Reporting Persons may be deemed to be members of a “group,” within the meaning of Section 13d-5 of the Act, comprised of the Reporting Persons and the Voting Agreement
Members. Shares listed as beneficially owned by each Reporting Person exclude shares held by any of the Voting Agreement Members. The Reporting Persons hereby expressly disclaim beneficial ownership of any Common Stock beneficially owned by any of
the Voting Agreement Members or any other person, and do not affirm membership in a “group” (within the meaning of Rule 13d-5 of the Act) with any of the Voting Agreement Members or any other person, and this Schedule 13D shall not be construed as
acknowledging that the Reporting Persons, for any or all purposes, beneficially owns any Common Stock beneficially owned by any of the Voting Agreement Members or any other person or is a member of a group with any of the Voting Agreement Members
or any other person.
(c) Except as reported herein, the Reporting Persons have not effected any transactions since the filing of Amendment No. 4.
| Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Item 6 is hereby amended by adding the following:
Series A-4 Purchase Agreement
On May 13, 2024, the Issuer, OCM HLCN and the other purchasers party thereto entered into the Series A-4 Purchase Agreement, pursuant to which OCM HLCN purchased 6,376 shares of Series A-4 Preferred Stock for
approximately $6.2 million. The Series A-4 Purchase Agreement also provides, among other things, that the affirmative vote or prior written consent of the purchasers of Series A-4 Preferred Stock holding at least two-thirds (66 2/3/%) of the shares
held by such purchasers must be obtained prior to the entry by Issuer into any transaction that is expected to result in a change of control, unless each holder of outstanding shares of Series A-4 Preferred Stock is given the option to receive a
cash payment per share equal to the then applicable Redemption Price (as defined in the Series A-4 Certificate of Designations).
The foregoing description of the Series A-4 Purchase Agreement is qualified in its entirety by reference to the full text of the Series A-4 Purchase Agreement which is incorporated by reference herein.
Series A-4 Certificate of Designations
Subject to the terms and conditions of the Series A-4 Certificate of Designations the Issuer filed with the Delaware Secretary of State on May 13, 2024 (the “Series A-4 Certificate of Designations”), commencing on
September 10 , 2024, all or any portion of the shares of Series A-4 Preferred Stock may be converted into Common Stock at any time based on the then-applicable liquidation preference (as determined in accordance with the Series A-4
Certificate of Designations) divided by the applicable conversion price (the “Conversion Ratio”). The ordinary conversion price of the Series A-4 Preferred Stock is $6.42 per share and is subject to adjustment for stock splits, combinations,
certain distributions or similar events.
Subject to the terms and conditions of the Series A-4 Certificate of Designations, if based on the Issuer’s financial statements for any fiscal quarter and a reserve report as of the same date, as of such date: (x) the
PDP PV-20 value (as determined in accordance with the Series A-4 Certificate of Designations) divided by (y) the number of outstanding shares of Common Stock, calculated on a fully diluted basis is equal to or exceeds 130% of the conversion price,
then the Issuer may, from time to time until such time that the foregoing conditions are no longer satisfied or a Material Adverse Effect (as defined in the Series A-4 Purchase Agreement) has occurred since the date of the most recent financial
statements that met the foregoing conditions, cause the conversion of all or any portion of the Series A-4 Preferred Stock into Common Stock using the then-applicable Conversion Ratio. The shares of Series A-4 Preferred Stock are also subject to
redemption by the Issuer at any time following the closing date of the issuance of shares of Series A-4 Preferred Stock in accordance with the terms of the Series A-4 Certificate of Designations. In the event of a change of control transaction, the
shares of Series A-4 Preferred Stock are subject to redemption or conversion in accordance with the terms of the Series A-4 Certificate of Designations.
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This summary is qualified in its entirety by reference to the full text of the Series A-4 Certificate of Designations which is incorporated by reference herein.
Amendment No. 5 to Registration Rights Agreement
Concurrently with the closing of transactions contemplated by the Series A-4 Purchase Agreement, OCM HLCN entered into Amendment No. 5 to the Registration Rights Agreement, dated October 8, 2019, as amended by the
Amendment No. 1 thereto on March 28, 2023, Amendment No. 2 thereto on September 6, 2023, Amendment No. 3 thereto on December 15, 2023 and Amendment No. 4 thereto on March 27, 2024 (the “Fifth RRA Amendment”) with the Issuer and certain other
stockholders of the Issuer listed on the signature pages thereto. The Fifth RRA Amendment, among other things amended the definition of Registrable Securities to include the shares of Common Stock issuable upon conversion or redemption of the
shares of Series A-4 Preferred Stock.
This summary is qualified in its entirety by reference to the full text of the Fifth RRA Amendment which is incorporated by reference herein.
| Item 7. |
Material to Be Filed as Exhibits
|
|
Exhibit 21
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Amendment No. 5 to the Registration Rights Agreement, dated May 13, 2024, by and among the Issuer and the holders named therein and incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the SEC by the Issuer on May 14,
2024.
|
|
Exhibit 22
|
Certificate of Designations of Series A-4 Redeemable Convertible Preferred Stock, dated May 13, 2024, of the Issuer and incorporated by reference to Exhibit 3.1 to the Form 8-K filed with the SEC by the Issuer on May 14, 2024.
|
|
Exhibit 23
|
Series A-4 Preferred Stock Purchase Agreement, dated May 13, 2024, by and among the Issuer, OCM HLCN and the other parties thereto and incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC by the Issuer on May 14,
2024.
|
14
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
&#x
A0;
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Dated: May 15, 2024
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OCM HLCN HOLDINGS, L.P.
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||
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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/ Henry Orren
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|
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Name:
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Henry Orren
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|
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Title:
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Senior Vice President
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|
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OAKTREE FUND GP, LLC
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||
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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
|
|
|
By:
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/s/ Henry Orren
|
|
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Name:
|
Henry Orren
|
|
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Title:
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Senior Vice President
|
|
|
OAKTREE FUND GP I, L.P.
|
||
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By:
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/s/ Henry Orren
|
|
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Name:
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Henry Orren
|
|
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Title:
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Senior Vice President
|
|
|
OAKTREE CAPITAL I, L.P.
|
||
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By:
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/s/ Henry Orren
|
|
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Name:
|
Henry Orren
|
|
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Title:
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Senior Vice President
|
|
|
BROOKFIELD OCM HOLDINGS II, LLC
|
||
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By:
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/s/ Henry Orren
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|
|
Name:
|
Henry Orren
|
|
|
Title:
|
Senior Vice President
|
|
|
BROOKFIELD OCM HOLDINGS, LLC
|
||
|
By:
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/s/ Henry Orren
|
|
|
Name:
|
Henry Orren
|
|
|
Title:
|
Senior Vice President
|
|
15
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BROOKFIELD OAKTREE HOLDINGS, LLC
|
||
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By:
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/s/ Henry Orren
|
|
|
Name:
|
Henry Orren
|
|
|
Title:
|
Senior Vice President
|
|
|
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
|
||
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By:
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/s/ Henry Orren
|
|
|
Name:
|
Henry Orren
|
|
|
Title:
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Senior Vice President
|
|
|
BROOKFIELD CORPORATION
|
||
|
By:
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/s/ Swati Mandava
|
|
|
Name:
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Swati Mandava
|
|
|
Title:
|
Managing Director — Legal & Regulatory
|
|
|
BAM PARTNERS TRUST, by its trustee, BAM CLASS B PARTNERS INC.
|
||
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By:
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/s/ Kathy Sarpash
|
|
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Name:
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Kathy Sarpash
|
|
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Title:
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Secretary
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16