Sec Form 13D Filing - Oaktree Fund GP LLC @ SunOpta Inc.

Sec Form 13D Filing - Oaktree Fund GP LLC filing for SunOpta Inc. (STKL) - 2021-07-02

Insider filing report for Changes in Beneficial Ownership

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Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)*

SunOpta Inc.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

8676EP108

(CUSIP Number)

Todd E. Molz

Managing Director, General Counsel and Chief Administrative Officer

Oaktree Capital Group Holdings GP, LLC

333 South Grand Avenue, 28th Floor

Los Angeles, California 90071

(213) 830-6300

With a copy to:

Dennis M. Myers, P.C.

Kirkland & Ellis LLP

300 N. LaSalle Street

Chicago, Illinois 60654

(312) 862-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 28, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) 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).


CUSIP No. 8676EP108						Page 2 of 21 Pages


1		NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Organics, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 8676EP108						Page 3 of 21 Pages


1		NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Huntington Investment Fund II, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 8676EP108						Page 4 of 21 Pages


1		NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Huntington Investment Fund II GP, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS Not applicable
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)	Solely in its capacity as the general partner of Oaktree Huntington Investment Fund II, L.P.


CUSIP No. 8676EP108						Page 5 of 21 Pages


1		NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Fund GP, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS Not applicable
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)	Solely in its capacity as the general partner of Oaktree Huntington Investment Fund II GP, L.P. and Oaktree Organics, L.P.


CUSIP No. 8676EP108						Page 6 of 21 Pages


1		NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Fund GP I, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS Not applicable
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

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


CUSIP No. 8676EP108						Page 7 of 21 Pages


1		NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Capital I, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS Not applicable
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

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


CUSIP No. 8676EP108						Page 8 of 21 Pages


1 0;		NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON OCM Holdings I, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS Not applicable
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

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


CUSIP No. 8676EP108						Page 9 of 21 Pages


1		NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Holdings, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER O F A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS Not applicable
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

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


CUSIP No. 8676EP108						Page 10 of 21 Pages


1		NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Capital Group, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS Not applicable
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

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


CUSIP No. 8676EP108						Page 11 of 21 Pages


1		NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Capital Group Holdings GP, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS Not applicable
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
&# xA0;6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)	Solely in its capacity as the indirect owner of the common shares of Oaktree Capital Group, LLC.


CUSIP No. 8676EP108						Page 12 of 21 Pages


1		NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Brookfield Asset Management Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS Not applicable
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Ontario, Canada

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


CUSIP No. 8676EP108						Page 13 of 21 Pages


1		NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BAM Partners Trust
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS Not applicable
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Ontario, Canada

(1)	Solely in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield Asset Management Inc.

Amendment No. 9 to Schedule 13D

This Amendment No. 9 (“Amendment No. 9”) amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission on October 17, 2016, as amended by Amendment No. 1 through Amendment No. 8 (as so amended, the “Schedule 13D”). Except as set forth herein, the Schedule 13D remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D.

Item 2.

Identity and Background

Items 2(a) - (c) and (f) of the Schedule 13D are hereby amended and supplemented by the following:

On April 6, 2021, Partners Limited, a Canadian corporation and one of the Reporting Persons, transferred the Class B Limited Voting Shares of Brookfield Asset Management Inc. (“BAM”), another Reporting Person, to BAM Partners Trust, a trust formed under the laws of Ontario, Canada, who is now the sole owner of such Class B Limited Voting Shares of BAM. The address of the principal business and office of BAM Partners Trust is Brookfield Place, 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada.

From and after the date of this Amendment No. 9, all references to “Reporting Persons” in the Schedule 13D shall include BAM Partners Trust and exclude Partners Limited.

The Reporting Persons have entered into a joint filing agreement, dated as of July 2, 2021, a copy of which is attached hereto as Exhibit 99.1.

Items 2(d) and (e) of the Schedule 13D are hereby amended and supplemented by adding the following:

During the last five years, BAM Partners Trust: (i) has not been convicted in a criminal proceeding; or (ii) has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 6.

Contracts, Arrangements, Understandings or Relations With Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following:

On the dates set forth below, each of Oaktree Huntington Investment Fund II, L.P. (“OHIF II) and Oaktree Fund GP, LLC (“Oaktree Fund GP” and together with OHIF II, the “Trading Funds”) entered into separate cash-settled total return swaps (collectively, the “Cash-Settled Swaps”) with respect to the Common Shares of the Issuer outstanding as set forth below:


	OHIF II		Oaktree Fund GP		Execution Price
May 17, 2021		76,709		387,823	$	12.50
May 18, 2021		8,680		43,838	$	12.67
May 19, 2021		36,490		184,464	$	12.36
May 26, 2021		39,173		198,027	$	12.51
June 28, 2021		31,427		158,873	$	12.24
June 29, 2021		31,394		158,706	$	12.24
June 30, 2021		11,395		57,605	$	12.25
July 1, 2021		12,667		64,033	$	12.25
Total		247,935		1,253,369

The Cash-Settled Swaps represent economic exposure comparable to approximately 0.24% and 1.19%, respectively, of the Common Shares outstanding. Collectively, the Cash-Settled Swaps represent economic exposure comparable to an interest in approximately 1.42% of the Common Shares outstanding. The percentages set forth herein are based upon a total of 105,499,393 Common Shares of the Issuer issued and outstanding as of May 7, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended April 3, 2021.

The Cash-Settled Swaps provide each of the Trading Funds with economic results that are comparable to the economic results of ownership. Upon termination of the the Cash-Settled Swaps, the Trading Funds will be obligated to pay to the counterparty any negative price performance of the terminated quantity of the Subject Shares (as defined below), and the counterparty will be obligated to pay the Trading Funds any positive price performance of the specified quantity of the Subject Shares (as defined below), in each case subject to customary adjustments and limitations.

The Cash-Settled Swaps are exclusively cash-settled and do not provide the Reporting Persons with the direct or indirect power to vote or direct the voting or dispose of or direct the disposition of the shares that are referenced in the Cash-Settled Swaps (such shares, the “Subject Shares”). Additionally, the Cash-Settled Swaps do not require the counterparty thereto to acquire, hold, vote or dispose of any securities of the Issuer, including without limitation, the Subject Shares. Accordingly, the Reporting Persons disclaim beneficial ownership in the Subject Shares. The counterparties to the Cash-Settled Swaps are unaffiliated third party financial institutions.

Item 7.

Material to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended and supplemented to add the following exhibit:


99.1		Joint Filing Agreement, dated July 2, 2021, among the Reporting Persons

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of July 2, 2021


OAKTREE ORGANICS, L.P.

By:	Oaktree Fund GP, LLC
Its:	General Partner

By:	Oaktree Fund GP I, L.P.
Its:	Managing Member

By:	/s/ Ting He
	Name:	Ting He
	Title:	Authorized Signatory

OAKTREE HUNTINGTON INVESTMENT FUND II, L.P.

By:	Oaktree Huntington Investment Fund II GP, L.P.
Its:	General Partner

By:	Oaktree Fund GP, LLC
Its:	General Partner

By:	Oaktree Fund GP, I, L.P.
Its:	Managing Member

By:	/s/ Ting He
	Name:	Ting He
	Title:	Authorized Signatory

OAKTREE HUNTINGTON INVESTMENT FUND II GP, L.P.

By:	Oaktree Fund GP, LLC
Its:	General Partner

By:	Oaktree Fund GP I, L.P.
Its:	Managing Member

By:	/s/ Ting He
	Name:	Ting He
	Title:	Authorized Signatory


OAKTREE FUND GP, LLC

By:	Oaktree Fund GP I, L.P.
Its:	Managing Member

By:	/s/ Ting He
	Name:	Ting He
	Title:	Authorized Signatory



OAKTREE FUND GP I, L.P.

By:		/s/ Ting He
Name:		Ting He
Title:		Authorized Signatory

OAKTREE CAPITAL I, L.P.

By:		/s/ Ting He
Name:		Ting He
Title:		Senior Vice President

OCM HOLDINGS I, LLC

By:		/s/ Ting He
Name:		Ting He
Title:		Senior Vice President

OAKTREE HOLDINGS, LLC

By:		/s/ Ting He
Name:		Ting He
Title:		Senior Vice President

OAKTREE CAPITAL GROUP, LLC

By:		Oaktree Capital Group Holdgins GP, LLC
Its:		Manager

By:		/s/ Ting He
Name:		Ting He
Title:		Senior Vice President


OAKTREE CAPITAL GROUP HOLDINGS GP, LLC

By:		/s/ Ting He
Name:		Ting He
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

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

17,315,893

SHARED VOTING POWER

None

SOLE DISPOSITIVE POWER

17,315,893

SHARED DISPOSITIVE POWER

None