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. 1)*
| Chesapeake Energy Corp |
| (Name of Issuer) |
| Common Stock, $0.01, par value per share |
| (Title of Class of Securities) |
| 165167735 |
| (CUSIP Number) |
| December 31, 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). | |
| CUSIP No. 165167735 | SCHEDULE 13G | Page 2 of 23 |
| 1 |
NAME OF REPORTING PERSON
OCM XI CHK 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
13,034,964 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
13,034,964 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,034,964 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.0% (2) |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| (1) | In its capacity as the direct owner of 13,034,964 shares of common stock, par value $0.01 per share (the “Shares”) of Chesapeake Energy Corp (the “Issuer”) and Class C Warrants, issued by the Issuer pursuant to the Class C Warrant Agreement, dated as of February 9, 2021 (the “Warrants”), exercisable for 1,033,811 Shares, at an exercise price of $36.18 per Share. |
| (2) | All calculations of percentage ownership herein are based on an aggregate of 118,139,656 Shares of the Issuer, consisting of (i) 117,105,845 shares of Common Stock issued and outstanding as of November 1, 2021, as reported by the Issuer on its Form 10-Q filed with the United States Securities Exchange Commission (the “SEC”) on November 2, 2021 (the “Form 10-Q”) and (ii) Warrants to purchase 1,033,811 Shares beneficially owned by the Reporting Person. |
| CUSIP No. 165167735 | SCHEDULE 13G | Page 3 of 23 |
| 1 |
NAME OF REPORTING PERSON
OCM Xb CHK 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
1,461 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
1,461 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,461 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| (1) | In its capacity as the direct owner of 1,461 Shares. |
| CUSIP No. 165167735 | SCHEDULE 13G | Page 4 of 23 |
| 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
13,036,425 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
13,036,425 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,036,425 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.0% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| (1) | Solely in its capacity as the manager of OCM XI CHK Holdings, LLC and OCM Xb CHK Holdings, LLC. |
| CUSIP No. 165167735 | SCHEDULE 13G | Page 5 of 23 |
| 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
13,036,425 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
13,036,425 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,036,425 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.0% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| (1) | Solely in its capacity as the managing member of Oaktree Fund GP, LLC. |
| CUSIP No. 165167735 | SCHEDULE 13G | Page 6 of 23 |
| 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
13,036,425 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
13,036,425 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,036,425 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.0% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| (1) | Solely in its capacity as the general partner of Oaktree Fund GP I, L.P. |
| CUSIP No. 165167735 | SCHEDULE 13G | Page 7 of 23 |
| 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
13,036,425 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
13,036,425 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,036,425 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.0% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| (1) | Solely in its capacity as the general partner of Oaktree Capital I, L.P. |
| CUSIP No. 165167735 | SCHEDULE 13G | Page 8 of 23 |
| 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
13,036,425 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
13,036,425 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,036,425 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.0% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| (1) | Solely in its capacity as the managing member of OCM Holdings I, LLC. |
| CUSIP No. 165167735 | SCHEDULE 13G | Page 9 of 23 |
| 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
13,036,425 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
13,036,425 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,036,425 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.0% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| (1) | Solely in its capacity as the managing member of Oaktree Holdings, LLC. |
| CUSIP No. 165167735 | SCHEDULE 13G | Page 10 of 23 |
| 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
13,036,425 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
13,036,425 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,036,425 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.0% |
|
| 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. 165167735 | SCHEDULE 13G | Page 11 of 23 |
| 1 |
NAME OF REPORTING PERSON
Brookfield Public Securities 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
1,461 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
1,461 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,461 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| (1) | In its capacity as the direct owner of 1,461 Shares. |
| CUSIP No. 165167735 | SCHEDULE 13G | Page 12 of 23 |
| 1 |
NAME OF REPORTING PERSON
Brookfield Public Securities Group 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
1,461 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
1,461 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,461 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| (1) | Solely in its capacity as the sole member of Brookfield Public Securities Group LLC. |
| CUSIP No. 165167735 | SCHEDULE 13G | Page 13 of 23 |
| 1 |
NAME OF REPORTING PERSON
Brookfield US Inc. |
|
| 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
1,461 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
1,461 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,461 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| (1) | Solely in its capacity as the managing member of Brookfield Public Securities Group Holdings LLC. |
| CUSIP No. 165167735 | SCHEDULE 13G | Page 14 of 23 |
| 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
13,037,886 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
13,037,886 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,037,886 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.0% |
|
| 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 and sole indirect shareholder of Brookfield US Inc. |
| CUSIP No. 165167735 | SCHEDULE 13G | Page 15 of 23 |
| 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
13,037,886 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
13,037,886 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,037,886 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.0% |
|
| 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. 165167735 | SCHEDULE 13G | Page 16 of 23 |
| ITEM 1. | (a) | Name of Issuer: |
| Chesapeake Energy Corporation | ||
| (b) | Address of Issuer’s Principal Executive Offices: | |
|
6100 North Western Avenue Oklahoma City, OK 73118 | ||
| 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) | OCM XI CHK Holdings, LLC, a Delaware limited liability company (“XI CHK Holdings”), in its capacity as the direct owner of 12,001,153 shares of Common Stock and Warrants exercisable for 1,033,811 Shares, at an exercise price of $36.18 per Share. | |
| (2) | OCM Xb CHK Holdings, LLC, a Delaware limited partnership (“Xb CHK Holdings”), in its capacity as the direct owner of 1,461 shares of Common Stock. | |
| (3) | Oaktree Fund GP, LLC, a Delaware limited liability company (“Fund GP”), in its capacity as the manager of XI CHK Holdings and Xb CHK Holdings; | |
| (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. 165167735 | SCHEDULE 13G | Page 17 of 23 |
| (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 Public Securities Group Holdings LLC, a Delaware limited liability company (“Securities Group Holdings”), in its capacity as the direct owner of 1,461 shares of Common Stock; | |
| (11) | Brookfield US Inc., a Delaware corporation (“Brookfield US”), in its capacity as managing member of Securities Group Holdings; | |
| (12) | Brookfield Asset Management Inc., a Canadian corporation (“BAM”), in its capacity as the indirect owner of the class A units of OCG and sole indirect shareholder of Brookfield US; and | |
| (13) | BAM Partners Trust, a trust formed under the laws of Ontario (“BAM Partnership”), in its capacity as the sole owner of Class B Limited Voting Shares of BAM. | |
|
1,461 of the Common Stock reported herein as being beneficially owned by BAM Partners are held by investment funds (the “PSG Funds”) that are managed by Brookfield Public Securities Group LLC (formerly Brookfield Investment Management Inc.). Since Brookfield Public Securities Group LLC manages such funds, it may be deemed to beneficially own such shares of Common Stock. Since Brookfield Public Securities Group LLC is a subsidiary of BAM, BAM may also be deemed to beneficially own all of such shares of Common Stock. BAM Partners Trust is the sole holder of Class B limited voting shares of BAM. The Class B limited voting shares of BAM entitle BAM Partners to appoint one half of the board of directors of BAM. As a result, BAM Partners may also be deemed to beneficially own such shares of Common Stock held by the PSG Funds.
The principal business address of each of the Reporting Persons is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071. | ||
| (d) | Title of Class of Securities: | |
| Common Shares, $0.01 par value per share (the “Shares”) | ||
| (e) | CUSIP Number: 165167735 | |
| 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. 165167735 | SCHEDULE 13G | Page 18 of 23 |
| 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.
XI CHK Holdings directly holds 12,001,153 shares of the Issuer’s Common Stock and Warrants exercisable for 1,033,811 Shares, at an exercise price of $36.18 per Share, constituting approximately 11.0% of the total issued and outstanding Shares and has the sole power to vote and dispose of such shares.
Xb CHK Holdings Holdco directly holds 1,461 shares of the Issuer’s Common Stock, constituting less than 0.1% of the total issued and outstanding Shares and has the sole power to vote and dispose of such shares.
Fund GP, in its capacity as the manager of XI CHK Holdings and Xb CHK Holdings, has the ability to direct the management of XI CHK Holdings’ and Xb CHK Holdings’ business, including the power to vote and dispose of securities held by XI CHK Holdings and Xb CHK Holdings; therefore Fund GP may be deemed to beneficially own the Shares held by XI CHK Holdings and Xb CHK Holdings.
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 XI CHK Holdings and Xb CHK Holdings. Therefore, GP I may be deemed to have indirect beneficial ownership of the Shares held by XI CHK Holdings and Xb CHK Holdings.
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 XI CHK Holdings and Xb CHK Holdings; therefore, Capital I may be deemed to have indirect beneficial ownership of the Shares held by XI CHK Holdings and Xb CHK Holdings.
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 XI CHK Holdings and Xb CHK Holdings; therefore, Holdings I may be deemed to have indirect beneficial ownership of the Shares held by XI CHK Holdings and Xb CHK Holdings.
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 XI CHK Holdings and Xb CHK Holdings; therefore, Holdings may be deemed to have indirect beneficial ownership of the Shares held by XI CHK Holdings and Xb CHK Holdings.
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 XI CHK Holdings and Xb CHK Holdings; therefore, OCG may be deemed to have indirect beneficial ownership of the Shares held by XI CHK Holdings and Xb CHK Holdings. |
| CUSIP No. 165167735 | SCHEDULE 13G | Page 19 of 23 |
|
OCGH GP, in its capacity as the indirect 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 XI CHK Holdings and Xb CHK Holdings; therefore, OCGH GP may be deemed to have indirect beneficial ownership of the Shares held by XI CHK Holdings and Xb CHK Holdings.
Securities Group Holdings directly holds 1,461 shares of the Issuer’s Common Stock, constituting less than 0.1% of the total issued and outstanding Shares and has the sole power to vote and dispose of such shares.
Brookfield US, in its capacity as the managing member of Securities Group Holdings, has the ability to direct the management of Securities Group Holdings’ business, including the power to direct the decisions of Securities Group Holdings regarding the vote and disposition of securities held by Securities Group Holdings; therefore, Brookfield US may be deemed to have indirect beneficial ownership of the shares of Common Stock held by Securities Group Holdings.
BAM, in its capacity as the indirect owner of the class A units of each of OCG and Atlas and sole indirect shareholder of Brookfield US, has the ability to appoint and remove certain directors of OCG, Atlas and Brookfield US and, as such, may indirectly control the decisions of OCG, Atlas and Brookfield US regarding the vote and disposition of securities held by XI CHK Holdings, Xb CHK Holdings and Securities Group Holdings; therefore BAM may be deemed to have indirect beneficial ownership of the Shares held by XI CHK Holdings, Xb CHK Holdings and Securities Group Holdings.
BAM Partnership, in its capacity as the sole owner of Class B Limited Voting Shares of BAM, has the ability to appoint and remove certain directors of BAM and, as such, may indirectly control the decisions of BAM regarding the vote and disposition of securities held by XI CHK Holdings, Xb CHK Holdings and Securities Group; therefore BAM Partnership may be deemed to have indirect beneficial ownership of the Shares held by XI CHK Holdings, Xb CHK Holdings and Securities Group.
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 ownership percentages of the securities reported in this Statement are based on an aggregate of 118,139,656 Shares of the Issuer, consisting of (i) 117,105,845 Shares outstanding as of November 1, 2021, as reported by the Issuer on the Form 10-Q and (ii) Warrants to purchase 1,033,811 Shares beneficially owned by the Reporting Person. |
| CUSIP No. 165167735 | SCHEDULE 13G | Page 20 of 23 |
| 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. 165167735 | SCHEDULE 13G | Page 21 of 23 |
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: February 14, 2022
| OCM XI CHK HOLDINGS, LLC | |||
| By: | Oaktree Fund G P, LLC | ||
| Its: | Manager | ||
| By: | /s/ Henry Orren | ||
| Name: | Henry Orren | ||
| Title: | Senior Vice President | ||
| OCM XB CHK HOLDINGS, 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 | ||
| CUSIP No. 165167735 | SCHEDULE 13G | Page 22 of 23 |
| 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 PUBLIC SECURITIES GROUP HOLDINGS LLC | |||
| By: | /s/ Brian Hourihan | ||
| Name: | Brian Hourihan | ||
| Title: | Chief Regulatory Counsel | ||
| BROOKFIELD US INC. | |||
| By: | /s/ Kathy Sarpash | ||
| Name: | Kathy Sarpash | ||
| Title: | Secretary | ||
| 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. 165167735 | SCHEDULE 13G | Page 23 of 23 |
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 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 others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: February 14, 2022
| OCM XI CHK HOLDINGS, LLC | |||
| By: | Oaktree Fund GP, LLC | ||
| Its: | Manager | ||
| By: | /s/ Henry Orren | ||
| Name: | Henry Orren | ||
| Title: | Senior Vice President | ||
| OCM XB CHK HOLDINGS, 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 Pres ident | ||
| 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 PUBLIC SECURITIES GROUP HOLDINGS LLC | |||
| By: | /s/ Brian Hourihan | ||
| Name: | Brian Hourihan | ||
| Title: | Chief Regulatory Counsel | ||
| BROOKFIELD US INC. | |||
| By: | /s/ Kathy Sarpash | ||
| Name: | Kathy Sarpash | ||
| Title: | Secretary | ||
| 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 | ||