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.
- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
| Ocwen Financial Corporation |
| (Name of Issuer) |
| Common Stock, $0.01, par value per share |
| (Title of Class of Securities) |
| 675746309 |
| (CUSIP Number) |
| March 4, 2021 |
| (Date of Event which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed. |
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
| *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). | |
Explanatory Note: All amounts of shares beneficially owned by the Reporting Persons that are reported on this Schedule 13G represent estimates based on the records of the Reporting Persons and therefore are subject to finalization as contemplated by the closing of the transaction pursuant to that certain Transaction Agreement dated as of December 21, 2020, by and among OCW MAV Holdings, LLC, Oaktree Capital Management, L.P. and Ocwen Financial Corporation. As a result, these amounts may be subject to change as the closing of the transaction is completed.
| CUSIP No. 675746309 | SCHEDULE 13G | Page 2 of 20 |
| 1 |
NAME OF REPORTING PERSON
Opps OCW 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
816,201 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
816,201 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
816,201 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.9% (2) |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| (1) | In its capacity as the direct owner of (i) 223,817 Shares that the Reporting Person has the right to acquire and has notified the Issuer of its desire to acquire from the Issuer pursuant to a securities purchase agreement (the “Securities Purchase Agreement”) and (ii) Warrants, issued by the Issuer pursuant to the Securities Purchase Agreement and the Warrant Agreement, dated as of March 4, 2021 (the “Warrant Agreement”) (the “Warrants”), exercisable for 592,384 Shares, at an exercise price of $26.82 per Share. These figures represent the Reporting Person’s estimates. See Explanatory Note above. |
| (2) | All calculations of percentage ownership herein below the Ownership Cap (as defined below) are based on an aggregate of 10,320,152 Shares of the Issuer, consisting of (i) 8,687,750 shares of Common Stock issued and outstanding as of February 16, 2021, as reported by the Issuer on its Form 10-K filed with the United States Securities Exchange Commission (the “SEC”) on February 19, 2021 (the “Form 10-K”), (ii) 447,634 Shares that the Reporting Persons have the right to acquire and have notified the Issuer of their desire to acquire from the Issuer pursuant to the Securities Purchase Agreement and (iii) Warrants to purchase 1,184,768 Shares beneficially owned by the Reporting Persons. The Securities Purchase Agreement and Warrant Agreement provide that no holder without prior written notice to the Issuer and receipt by the Issuer of any required approvals be entitled to exercise the Warrants for a number of Shares in excess of that number of Shares which, upon giving effect to such exercise, would cause the aggregate number of Shares beneficially owned by the holder and its affiliates and any other persons whose beneficial ownership of Shares would be aggregated with the holder’s to exceed 9.9% of the total number of issued and outstanding Shares of the Issuer following such exercise (such limits under the Securities Purchase Agreement and Warrant Agreement, the “Ownership Cap”). Accordingly, the Reporting Persons do not beneficially own, and are not reporting herein, Shares that, as a result of the Ownership Cap, the Reporting Persons do not have the right to acquire upon exercise of the Warrants they hold. Calculations of percentage ownership in this Schedule 13G which reflect the limitation of the Ownership Cap are based on the Shares outstanding shown in the Form 10-K above. The amount of Shares beneficially owned by the Reporting Person represents the Reporting Person’s estimates. See Explanatory Note above. |
| CUSIP No. 675746309 | SCHEDULE 13G | Page 3 of 20 |
| 1 |
NAME OF REPORTING PERSON
ROF8 OCW MAV PT, 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
816,201 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
816,201 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
816,201 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.9% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| (1) | In its capacity as the direct owner of (i) 223,817 Shares that the Reporting Person has the right to acquire and has notified the Issuer of its desire to acquire from the Issuer pursuant to the Securities Purchase Agreement and (ii) Warrants exercisable for 592,384 Shares, at an exercise price of $26.82 per Share. These figures represent the Reporting Person’s estimates. See Explanatory Note above. |
| CUSIP No. 675746309 | SCHEDULE 13G | 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 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
860,087 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
860,087 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
860,087 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| (1) | Solely in its capacity as the manager of Opps OCW Holdings, LLC and ROF8 OCW MAV PT, LLC that, in the aggregate, are the direct owners of Shares and Warrants exercisable for 860,087 Shares, giving effect to the Ownership Cap. |
| CUSIP No. 675746309 | SCHEDULE 13G | 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 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
860,087 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
860,087 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
860,087 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| (1) | Solely in its capacity as the managing member of Oaktree Fund GP, LLC. |
| CUSIP No. 675746309 | SCHEDULE 13G | 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 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
860,087 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
860,087 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
860,087 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| (1) | Solely in its capacity as the general partner of Oaktree Fund GP I, L.P. |
| CUSIP No. 675746309 | SCHEDULE 13G | 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 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
860,087 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
860,087 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
860,087 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| (1) | Solely in its capacity as the general partner of Oaktree Capital I, L.P. |
| CUSIP No. 675746309 | SCHEDULE 13G | 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 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
860,087 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
860,087 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
860,087 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| (1) | Solely in its capacity as the managing member of OCM Holdings I, LLC. |
| CUSIP No. 675746309 | SCHEDULE 13G | 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 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
860,087 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
860,087 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
860,087 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| (1) | Solely in its capacity as the managing member of Oaktree Holdings, LLC. |
| CUSIP No. 675746309 | SCHEDULE 13G | 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 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
860,087 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
860,087 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
860,087 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| (1) | Solely in its capacity as the indirect owner of the class B units of Oaktree Capital Group, LLC. |
| CUSIP No. 675746309 | SCHEDULE 13G | 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 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
860,087 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
860,087 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
860,087 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9% |
|
| 12 |
TYPE OF REPORTING PERSON
HC |
| (1) | Solely in its capacity as the indirect owner of the class A units of Oaktree Capital Group, LLC. |
| CUSIP No. 675746309 | SCHEDULE 13G | Page 12 of 20 |
| 1 |
NAME OF REPORTING PERSON
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
860,087 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
860,087 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
860,087 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9% |
|
| 12 |
TYPE OF REPORTING PERSON
HC |
| (1) | Solely in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield Asset Management Inc. |
| CUSIP No. 675746309 | SCHEDULE 13G | Page 13 of 20 |
| ITEM 1. | (a) | Name of Issuer: |
| Ocwen Financial Corporation | ||
| (b) | Address of Issuer’s Principal Executive Offices: | |
|
1661 Worthington Road, Suite 100 West Palm Beach, Florida 33409 | ||
| ITEM 2. | (a)-(c) Name of Person Filing; Address of Principal Business Office; and Citizenship | |
| This Schedule 13G is filed jointly by each of the following persons (collectively, the “Reporting Persons”) pursuant to a joint filing agreement attached hereto as Exhibit 1: | ||
| (1) | Opps OCW Holdings, LLC, a Delaware limited liability company (“Opps OCW Holdings”), in its capacity as the direct owner of (i) 223,817 Shares that the Reporting Person has the right to acquire and has notified the Issuer of its desire to acquire from the Issuer pursuant to the Securities Purchase Agreement and (ii) Warrants exercisable for 592,384 Shares, at an exercise price of $26.82 per Share. These figures represent the Reporting Person’s estimates. See Explanatory Note above. | |
| (2) | ROF8 OCW MAV PT, LLC, a Delaware limited partnership (“ROF8”), in its capacity as the direct owner of (i) 223,817 Shares that the Reporting Person has the right to acquire and has notified the Issuer of its desire to acquire from the Issuer pursuant to the Securities Purchase Agreement and (ii) Warrants exercisable for 592,384 Shares, at an exercise price of $26.82 per Share. These figures represent the Reporting Person’s estimates. See Explanatory Note above. | |
| (3) | Oaktree Fund GP, LLC, a Delaware limited liability company (“Fund GP”), in its capacity as the manager of Opps OCW Holdings and ROF8 that, in the aggregate, are the direct owners of Shares and Warrants exercisable for 860,087 Shares, giving effect to the Ownership Cap.; | |
| (4) | Oaktree Fund GP I, L.P., a Delaware limited partnership (“GP I”), in its capacity as the managing member of Fund GP; | |
| (5) | Oaktree Capital I, L.P., a Delaware limited partnership (“Capital I”), in its capacity as the general partner of GP I; | |
| (6) | OCM Holdings I, LLC, a Delaware limited liability company (“Holdings I”), in its capacity as the general partner of Capital I; | |
| (7) | Oaktree Holdings, LLC, a Delaware limited liability company (“Holdings”) in its capacity as the managing member of Holdings I; | |
| CUSIP No. 675746309 | SCHEDULE 13G | Page 14 of 20 |
| (8) | Oaktree Capital Group, LLC, a Delaware limited liability company (“OCG”), in its capacity as the managing member of Holdings; | |
| (9) | 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; | |
| (10) | Brookfield Asset Management Inc., an Ontario corporation (“BAM”), in its capacity as the indirect owner of the class A units of OCG; and | |
| (11) | 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 BAM. BAM Class B Partners Inc. (“BAM Partners”), an Ontario corporation, is the trustee of the BAM Partnership. | |
| The principal business address of each of the Reporting Persons other than BAM, BAM Partnership and BAM Partners is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071. The principal business address of BAM, BAM Partnership and BAM Partners is Brookfield Place, Suite 300, 181 Bay Street, P.O. Box 762, Toronto, Ontario, Canada M5J 2T3. | ||
| (d) | Title of Class of Securities: | |
| Common Shares, $0.01 par value per share (the “Shares”) | ||
| (e) | CUSIP Number: 675746309 | |
| ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: | |
| (a) | [__] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o) | |
| (b) | [__] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c) | |
| (c) | [__] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c) | |
| (d) | [__] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8) | |
| (e) | [__] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E) | |
| (f) | [__] An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F) | |
| (g) | [__] A Parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G) | |
| (h) | [__] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813) | |
| (i) | [__] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3) | |
| (j) | [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J). | |
| CUSIP No. 675746309 | SCHEDULE 13G | Page 15 of 20 |
| ITEM 4. | OWNERSHIP |
|
The responses of the Reporting Persons to Rows 5-9 and 11 in each of their respective cover pages to this Schedule 13G are incorporated herein by reference.
Opps OCW Holdings directly holds (i) 223,817 Shares that Opps OCW Holdings has the right to acquire and has notified the Issuer of its desire to acquire from the Issuer pursuant to the Securities Purchase Agreement and (ii) Warrants exercisable for 592,384 Shares, at an exercise price of $26.82 per Share, constituting approximately 7.9% of the total issued and outstanding Shares and has the sole power to vote and dispose of such shares. These figures represent the Reporting Person’s estimates. See Explanatory Note above.
ROF8 directly holds (i) 223,817 Shares that ROF8 has the right to acquire and has notified the Issuer of its desire to acquire from the Issuer pursuant to the Securities Purchase Agreement and (ii) Warrants exercisable for 592,384 Shares, at an exercise price of $26.82 per Share, constituting approximately 7.9% of the total issued and outstanding Shares and has the sole power to vote and dispose of such shares. These figures represent the Reporting Person’s estimates. See Explanatory Note above.
Fund GP, in its capacity as the manager of Opps OCW Holdings and ROF8, has the ability to direct the management of Opps OCW Holdings’ and ROF8’s business, including the power to vote and dispose of securities held by Opps OCW Holdings and ROF8; therefore Fund GP may be deemed to beneficially own the Shares held by Opps OCW Holdings and ROF8.
GP I, in its capacity as the managing member of Fund GP, has the ability to direct the management of Fund GP’s business, including the power to direct the decisions of Fund GP regarding the vote and disposition of securities held by Opps OCW Holdings and ROF8. Therefore, GP I may be deemed to have indirect beneficial ownership of the Shares held by Opps OCW Holdings and ROF8.
Capital I, in its capacity as the general partner of GP I, has the ability to direct the management of GP I’s business, including the power to direct the decisions of GP I regarding the vote and disposition of securities held by Opps OCW Holdings and ROF8; therefore, Capital I may be deemed to have indirect beneficial ownership of the Shares held by Opps OCW Holdings and ROF8. |
| CUSIP No. 675746309 | SCHEDULE 13G | Page 16 of 20 |
|
Holdings I, in its capacity as the general partner of Capital I, has the ability to direct the management of Capital I’s business, including the power to direct the decisions of Capital I regarding the vote and disposition of securities held by Opps OCW Holdings and ROF8; therefore, Holdings I may be deemed to have indirect beneficial ownership of the Shares held by Opps OCW Holdings and ROF8.
Holdings, in its capacity as the managing member of Holdings I, has the ability to direct the management of Holding I’s business, including the power to direct the decisions of Holdings I regarding the vote and disposition of securities held by Opps OCW Holdings and ROF8; therefore, Holdings may be deemed to have indirect beneficial ownership of the Shares held by Opps OCW Holdings and ROF8.
OCG, in its capacity as the managing member of Holdings, has the ability to direct the management of Holdings’ business, including the power to direct the decisions of Holdings regarding the vote and disposition of securities held by Opps OCW Holdings and ROF8; therefore, OCG may be deemed to have indirect beneficial ownership of the Shares held by Opps OCW Holdings and ROF8.
OCGH GP, in its capacity as the indirec t owner of the class B units of each of OCG and Atlas, has the ability to appoint and remove certain directors of OCG and Atlas and, as such, may indirectly control the decisions of OCG and Atlas regarding the vote and disposition of securities held by Opps OCW Holdings and ROF8; therefore, OCGH GP may be deemed to have indirect beneficial ownership of the Shares held by Opps OCW Holdings and ROF8.
BAM, in its capacity as the indirect owner of the class A units of each of OCG and Atlas, has the ability to appoint and remove certain directors of OCG and Atlas and, as such, may indirectly control the decisions of OCG and Atlas regarding the vote and disposition of securities held by Opps OCW Holdings and ROF8; therefore BAM may be deemed to have indirect beneficial ownership of the Shares held by Opps OCW Holdings and ROF8.
BAM Partners, as trustee of the BAM Partnership, which is the sole owner of Class B Limited Voting Shares of BAM, has the ability to appoint one half of the board of directors of BAM and, as such, may indirectly control the decisions of BAM regarding the vote and disposition of securities held by Opps OCW Holdings and ROF8; therefore the BAM Partnership and BAM Partners may be deemed to have indirect beneficial ownership of the Shares held by Opps OCW Holdings and ROF8.
Pursuant to Rule 13d-4 of the Exchange Act, the Reporting Persons declare that filing this Statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement except to the extent of such person’s pecuniary interest in the Shares, and except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person. All calculations of percentage ownership herein below the Ownership Cap are based on an aggregate of 10,320,152 Shares of the Issuer, consisting of (i) 8,687,750 Shares outstanding as of February 16, 2021, as reported by the Issuer on the Form 10-K, (ii) 447,634 Shares that the Reporting Persons have the right to acquire and have notified the Issuer of their desire to acquire from the Issuer pursuant to the Securities Purchase Agreement and (iii) Warrants to purchase 1,184,768 Shares beneficially owned by the Reporting Person. These amount of Shares beneficially owned by the Reporting Persons represent the Reporting Persons’ estimates. See Explanatory Note above. The Reporting Persons do not beneficially own, and are not reporting herein, Shares that, as a result of the Ownership Cap, the Reporting Persons do not have the right to acquire upon exercise of the Warrants they hold. Calculations of percentage ownership in this Schedule 13G which reflect the limitation of the Ownership Cap are based on 8,687,750 Shares outstanding as of February 16, 2021, as reported by the Issuer in the Form 10-K.
|
| CUSIP No. 675746309 | SCHEDULE 13G | Page 17 of 20 |
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐. | |
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
| Not applicable. | |
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. |
| Not applicable. | |
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
| Not applicable. | |
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP |
| Not applicable. | |
| ITEM 10. | CERTIFICATIONS. |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
| CUSIP No. 675746309 | SCHEDULE 13G | 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.
Dated: April 20, 2021
| OPPS OCW HOLDINGS, LLC | |||
| By: | Oaktree Fund GP, LLC | ||
| Its: | Manager | ||
| By: | /s/ Henry Orren | ||
| Name: | Henry Orren | ||
| Title: | Senior Vice President | ||
| ROF8 OCW MAV PT, LLC | |||
| By: | Oaktree Fund GP, LLC | ||
| Its: | Manager | ||
| By: | /s/ Henry Orren | ||
| Name: | Henry Orren | ||
| Title: | Senior Vice President | ||
| OAKTREE FUND GP, LLC | |||
| By: | Oaktree Fund GP I, L.P. | ||
| Its: | Managing Member | ||
| By: | /s/ Henry Orre n | ||
| 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 | ||
| CUSIP No. 675746309 | SCHEDULE 13G | Page 19 of 20 |
| 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 ASSET MANAGEMENT INC. | |||
| By: | /s/ Kathy Sarpash | ||
| Name: | Kathy Sarpash | ||
| Title: | Senior Vice President Legal & Regulatory | ||
| BAM PARTNERS TRUST | |||
| By: | BAM Class B Partners Inc. | ||
| Its: | Trustee | ||
| By: | /s/ Kathy Sarpash | ||
| Name: | Kathy Sarpash | ||
| Title: | Secretary | ||
| CUSIP No. 675746309 | SCHEDULE 13G | Page 20 of 20 |
Exhibit Index
| Exhibit 1. | Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. |
EXHIBIT 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13G is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition stateme nts. Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: April 20, 2021
| OPPS OCW HOLDINGS, LLC | |||
| By: | Oaktree Fund GP, LLC | ||
| Its: | Manager | ||
| By: | /s/ Henry Orren | ||
| Name: | Henry Orren | ||
| Title: | Senior Vice President | ||
| ROF8 OCW MAV PT, LLC | |||
| By: | Oaktree Fund GP, LLC | ||
| Its: | Manager | ||
| By: | /s/ Henry Orren | ||
| Name: | Henry Orren | ||
| Title: | Senior Vice President | ||
| OAKTREE FUND GP, LLC | |||
| By: | Oaktree Fund GP I, L.P. | ||
| Its: | Managing Member | ||
| By: | /s/ Henry Orren | ||
| Name: | Henry Orren | ||
| Title: | Authorized Signatory | ||
| OAKTREE FUND GP I, L.P. | |||
| By: | /s/ Henry Orren | ||
| Name: | Henry Orren | ||
| Title: | Authorized Signatory | ||
| OAKTREE 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 ASSET MANAGEMENT INC. | |||
| By: | /s/ Kathy Sarpash | ||
| Name: | Kathy Sarpash | ||
| Title: | Senior Vice President Legal & Regulatory | ||
| BAM PARTNERS TRUST | |||
| By: | BAM Class B Partners Inc. | ||
| Its: | Trustee | ||
| By: | /s/ Kathy Sarpash | ||
| Name: | Kathy Sarpash | ||
| Title: | Secretary | ||