UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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CAPITAL PRODUCT PARTNERS L.P.
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(Name of Issuer)
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COMMON UNITS REPRESENTING LIMITED PARTNERSHIP INTERESTS
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(Title of Class of Securities)
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Y11082107
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(CUSIP Number)
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December 31, 2015
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed.
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Rule 13d-1(b)
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Rule 13d-1(c)
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Rule 13d-1(d)
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*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).
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CUSIP No. Y11082107
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SCHEDULE 13G |
Page 2 of 25
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Value Opportunities Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
3,594,228 (1)
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6
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SHARED VOTING POWER
None
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7
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SOLE DISPOSITIVE POWER
3,594,228 (1)
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8
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SHARED DISPOSITIVE POWER
None
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,594,228 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.9% (2)
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12
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TYPE OF REPORTING PERSON
PN
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(1) In its capacity as the direct owner of 594,228 Common Units of the Issuer and 3,000,000 Class B Convertible Preferred Units of the Issuer. As of the date of this Schedule 13G, each Class B Convertible Preferred Unit is convertible at the option of the holder into one Common Unit of the Issuer. The number of Common Units issuable upon the conversion of the Class B Convertible Preferred Units may be adjusted from time to time in accordance with certain anti-dilution protection provisions as set forth in the second amendment, dated as of May 22, 2012, to the Second Amended and Restated Agreement of Limited Partnership of Capital Product Partners L.P., as amended.
(2) All calculations of percentage ownership are based on a total of 124,133,698 Common Units, consisting of 119,559,456 Common Units outstanding as of June 30, 2015, as disclosed in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on August 19, 2015 (the “Form 6-K”), and 4,574,242 Class B Convertible Preferred Units beneficially owned by the Reporting Persons (as defined below), assuming that all of the Class B Convertible Preferred Units beneficially owned by the Reporting Persons are converted into Common Units at the current conversion ratio of one Common Unit per one Class B Convertible Preferred Unit and no other outstanding Class B Convertible Preferred Units are converted into Common Units.
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CUSIP No. Y11082107
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SCHEDULE 13G |
Page 3 of 25
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Value Opportunities Fund GP, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
3,594,228 (1)
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6
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SHARED VOTING POWER
None
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7
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SOLE DISPOSITIVE POWER
3,594,228 (1)
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8
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SHARED DISPOSITIVE POWER
None
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,594,228 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.9%
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12
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TYPE OF REPORTING PERSON
PN
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(1) Solely in its capacity as the general partner of Oaktree Value Opportunities Fund, L.P.
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CUSIP No. Y11082107
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SCHEDULE 13G |
Page 4 of 25
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Value Opportunities Fund GP Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
3,594,228 (1)
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6
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SHARED VOTING POWER
None
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7
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SOLE DISPOSITIVE POWER
3,594,228 (1)
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8
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SHARED DISPOSITIVE POWER
None
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,594,228 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.9%
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12
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TYPE OF REPORTING PERSON
OO
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(1) Solely in its capacity as the general partner of Oaktree Value Opportunities Fund GP, L.P.
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CUSIP No. Y11082107
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SCHEDULE 13G |
Page 5 of 25
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree FF Investment Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
1,296,645 (1)
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6
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SHARED VOTING POWER
None
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7
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SOLE DISPOSITIVE POWER
1,296,645 (1)
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8
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SHARED DISPOSITIVE POWER
None
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,296,645 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0%
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12
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TYPE OF REPORTING PERSON
PN
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(1) In its capacity as the direct owner of 171,062 Common Units and 1,125,583 Class B Convertible Preferred Units of the Issuer through its Class F interests.
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CUSIP No. Y11082107
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SCHEDULE 13G |
Page 6 of 25
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree FF Investment Fund GP, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
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SOLE VOTING POWER
1,296,645 (1)
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6
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SHARED VOTING POWER
None
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7
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SOLE DISPOSITIVE POWER
1,296,645 (1)
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8
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SHARED DISPOSITIVE POWER
None
|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,296,645 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0%
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12
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TYPE OF REPORTING PERSON
PN
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(1) Solely in its capacity as the general partner of Oaktree FF Investment Fund, L.P.
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CUSIP No. Y11082107
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SCHEDULE 13G |
Page 7 of 25
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree FF Investment Fund GP Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
1,296,645 (1)
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6
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SHARED VOTING POWER
None
|
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7
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SOLE DISPOSITIVE POWER
1,296,645 (1)
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8
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SHARED DISPOSITIVE POWER
None
|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,296,645 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0%
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12
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TYPE OF REPORTING PERSON
OO
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(1) Solely in its capacity as the general partner of Oaktree FF Investment Fund GP, L.P.
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CUSIP No. Y11082107
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SCHEDULE 13G |
Page 8 of 25
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Fund GP I, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
4,890,873 (1)
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6
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SHARED VOTING POWER
None
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7
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SOLE DISPOSITIVE POWER
4,890,873 (1)
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8
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SHARED DISPOSITIVE POWER
None
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,890,873 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.8%
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12
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TYPE OF REPORTING PERSON
PN
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(1) Solely in its capacity as the sole shareholder of each of Oaktree Value Opportunities Fund GP Ltd. and Oaktree FF Investment Fund GP Ltd.
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CUSIP No. Y11082107
|
SCHEDULE 13G |
Page 9 of 25
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital I, L.P.
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
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
4,890,873 (1)
|
|
6
|
SHARED VOTING POWER
None
|
|
|
7
|
SOLE DISPOSITIVE POWER
4,890,873 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
None
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,890,873 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.8%
|
|
|
12
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TYPE OF REPORTING PERSON
PN
|
(1) Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.
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CUSIP No. Y11082107
|
SCHEDULE 13G |
Page 10 of 25
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1
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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) o
(b) o
|
|
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
4,890,873 (1)
|
|
6
|
SHARED VOTING POWER
None
|
|
|
7
|
SOLE DISPOSITIVE POWER
4,890,873 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
None
|
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,890,873 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.8%
|
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12
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TYPE OF REPORTING PERSON
OO
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(1) Solely in its capacity as the general partner of Oaktree Capital I, L.P.
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CUSIP No. Y11082107
|
SCHEDULE 13G |
Page 11 of 25
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Holdings, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
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
4,890,873 (1)
|
|
6
|
SHARED VOTING POWER
None
|
|
|
7
|
SOLE DISPOSITIVE POWER
4,890,873 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
None
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,890,873 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.8%
|
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|
12
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TYPE OF REPORTING PERSON
OO
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(1) In its capacity as the managing member of OCM Holdings I, LLC.
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CUSIP No. Y11082107
|
SCHEDULE 13G |
Page 12 of 25
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree-TCDRS Strategic Credit, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
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
502,597 (1)
|
|
6
|
SHARED VOTING POWER
None
|
|
|
7
|
SOLE DISPOSITIVE POWER
502,597 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
None
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
502,597 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4%
|
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
(1) In its capacity as the direct owner of 53,938 Common Units and 448,659 Class B Convertible Preferred Units of the Issuer.
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CUSIP No. Y11082107
|
SCHEDULE 13G |
Page 13 of 25
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital Management, L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
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
5,393,470 (1)
|
|
6
|
SHARED VOTING POWER
None
|
|
|
7
|
SOLE DISPOSITIVE POWER
5,393,470 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
None
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,393,470 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.2%
|
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
(1) In its capacity as the manager of Oaktree-TCDRS Strategic Credit, LLC and as the sole director of each of Oaktree Value Opportunities Fund GP Ltd. and Oaktree FF Investment Fund GP Ltd.
|
CUSIP No. Y11082107
|
SCHEDULE 13G |
Page 14 of 25
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Holdings, Inc.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
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
5,393,470 (1)
|
|
6
|
SHARED VOTING POWER
None
|
|
|
7
|
SOLE DISPOSITIVE POWER
5,393,470 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
None
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,393,470 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.2%
|
|
|
12
|
TYPE OF REPORTING PERSON
CO
|
(1) Solely in its capacity as the general partner of Oaktree Capital Management, L.P.
|
CUSIP No. Y11082107
|
SCHEDULE 13G |
Page 15 of 25
|
|
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) o
(b) o
|
|
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
5,393,470 (1)
|
|
6
|
SHARED VOTING POWER
None
|
|
|
7
|
SOLE DISPOSITIVE POWER
5,393,470 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
None
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,393,470 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.2%
|
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
(1) Solely in its capacity as the managing member of Oaktree Holdings, LLC and as the sole shareholder of Oaktree Holdings, Inc.
|
CUSIP No. Y11082107
|
SCHEDULE 13G |
Page 16 of 25
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital Group Holdings GP, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
5,393,470 (1)
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6
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SHARED VOTING POWER
None
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7
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SOLE DISPOSITIVE POWER
5,393,470 (1)
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8
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SHARED DISPOSITIVE POWER
None
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,393,470 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.2%
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12
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TYPE OF REPORTING PERSON
OO
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(1) Solely in its capacity as the duly elected manager of Oaktree Capital Group, LLC.
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CUSIP No. Y11082107
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SCHEDULE 13G |
Page 17 of 25
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ITEM 1.
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(a)
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Name of Issuer:
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Capital Product Partners L.P. (the “Issuer”)
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(b)
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Address of Issuer’s Principal Executive Offices:
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3 Iassonos Street
Pireaus J3 18537 Greece
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ITEM 2.
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(a)- (c) Name of Person Filing; Address of Principal Business Office; and Citizenship | |
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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 I, by:
(1) Oaktree Value Opportunities Fund, L.P. (“VOF”), a Cayman Islands exempted limited partnership, in its capacity as the direct owner of 594,228 Common Units and 3,000,000 Class B Convertible Preferred Units of the Issuer;
(2) Oaktree Value Opportunities Fund GP, L.P. (“VOF GP”), a Cayman Islands exempted limited partnership, in its capacity as the general partner of VOF;
(3) Oaktree Value Opportunities Fund GP Ltd. (“VOF GP Ltd.”), a Cayman Islands exempted company, in its capacity as the general partner of VOF GP;
(4) Oaktree FF Investment Fund, L.P. (“FF Inv”), a Cayman Islands exempted limited partnership, in its capacity as the direct owner of 171,062 Common Units and 1,125,583 Class B Convertible Preferred Units of the Issuer through its Class F interests;
(5) Oaktree FF Investment Fund GP, L.P. (“FF GP”), a Cayman Islands exempted limited partnership, in its capacity as the general partner of FF Inv;
(6) Oaktree FF Investment Fund GP Ltd. (“FF GP Ltd.”), a Cayman Islands exempted company, in its capacity as the general partner of FF GP;
(7) Oaktree Fund GP I, L.P. (“GP I”), a Delaware limited partnership, in its capacity as the sole shareholder of each of VOF GP Ltd. and FF GP Ltd.;
(8) Oaktree Capital I, L.P. (“Capital I”), Delaware limited partnership, in in its capacity as the general partner of GP I;
(9) OCM Holdings I, LLC (“Holdings I”), a Delaware limited liability company, in its capacity as the general partner of Capital I;
(10) Oaktree Holdings, LLC (“Holdings”), a Delaware limited liability company, in its capacity as the managing member of Holdings I;
(11) Oaktree-TCDRS Strategic Credit, LLC (“OTSC”), a Delaware limited liability company, in its capacity as the direct owner of 53,938 Common Units and 448,659 Class B Convertible Preferred Units of the Issuer;
(12) Oaktree Capital Management, L.P. (“Management”), Delaware limited partnership, in its capacity as the duly appointed manager of OTSC and as the sole director of each of VOF GP Ltd. and FF GP Ltd.;
(13) Oaktree Holdings, Inc. (“Holdings, Inc.”), a Delaware corporation, in its capacity as the general partner of Management;
(14) Oaktree Capital Group, LLC (“OCG”), a Delaware limited liability company, in its capacity as the managing member of Holdings and as the sole shareholder of Holdings, Inc.; and
(15) Oaktree Capital Group Holdings GP, LLC (“OCGH GP”), a Delaware limited liability company, in its capacity as the duly elected manager of OCG.
The principal business address of each of the Reporting Persons is 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071.
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(d)
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Title of Class of Securities: Common Units Representing Limited Partnership Interests (“Common Units”)
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(e)
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CUSIP Number: Y11082107
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CUSIP No. Y11082107
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SCHEDULE 13G |
Page 18 of 25
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ITEM 3.
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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:
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(a)
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[__] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o)
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(b)
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[__] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)
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(c)
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[__] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)
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(d)
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[__] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)
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(e)
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[__] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E)
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(f)
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[__] An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F);
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(g)
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[__] A Parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G);
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(h)
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[__] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
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(i)
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[__] 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)
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(j)
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[__] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
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ITEM 4.
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OWNERSHIP
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The responses of the Reporting Persons to Rows 5, 6, 7, 8, 9 and 11 in each of their respective cover pages to this Schedule 13G are incorporated herein by reference.
VOF directly holds 594,228 Common Units and 3,000,000 Class B Convertible Preferred Units of the Issuer constituting approximately 2.9% of the Issuer’s Common Units and has the sole power to vote and dispose of such units.
VOF GP, in its capacity as the general partner of VOF, has the ability to direct the management of VOF’s business, including the power to vote and dispose of securities held by VOF; therefore, VOF GP may be deemed to beneficially own the Common Units and Class B Convertible Preferred Units of the Issuer held by VOF.
VOF GP Ltd., in its capacity as the general partner of VOF GP, has the ability to direct the management of VOF GP’s business, including the power to direct the decisions of VOF GP regarding the vote and disposition of securities held by VOF; therefore, VOF GP Ltd. may be deemed to have indirect beneficial ownership of the Common Units and Class B Convertible Preferred Units of the Issuer held by VOF.
FF Inv directly holds 171,062 Common Units and 1,125,583 Class B Convertible Preferred Units of the Issuer held through its Class F interests, constituting approximately 1.0% of the Issuer’s Common Units, and has the sole power to vote and dispose of such units.
FF GP, in its capacity as the general partner of FF Inv, has the ability to direct the management of FF Inv’s business, including the power to vote and dispose of securities held by FF Inv; therefore, FF GP may be deemed to beneficially own the Common Units and Class B Convertible Preferred Units of the Issuer held by FF Inv.
FF GP Ltd., in its capacity as the general partner of FF GP, has the ability to direct the management of FF GP’s business, including the power to direct the decisions of FF GP regarding the vote and disposition of securities held by FF Inv; therefore, FF GP Ltd. may be deemed to have indirect beneficial ownership of the Common Units and Class B Convertible Preferred Units of the Issuer held by FF Inv.
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CUSIP No. Y11082107
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SCHEDULE 13G |
Page 19 of 25
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GP I, in its capacity as the sole shareholder of each of VOF GP Ltd. and FF GP Ltd., has the ability to appoint and remove the directors and direct the management of the business of each of VOF GP Ltd. and FF GP Ltd. As such, GP I has the power to direct the decisions of each of VOF GP Ltd. and FF GP Ltd. regarding the vote and disposition of securities held by each of VOF and FF Inv, respectively; therefore, GP I may be deemed to have indirect beneficial ownership of the Common Units and Class B Convertible Preferred Units of the Issuer held by each of VOF and FF Inv.
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 VOF and FF Inv; therefore, Capital I may be deemed to have indirect beneficial ownership of the Common Units and Class B Convertible Preferred Units of the Issuer held by each of VOF and FF Inv.
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 each of VOF and FF Inv; therefore, Holdings I may be deemed to have indirect beneficial ownership of the Common Units and Class B Convertible Preferred Units of the Issuer held by each of VOF and FF Inv.
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 each of VOF and FF Inv; therefore, Holdings may be deemed to have indirect beneficial ownership of the Common Units and Class B Convertible Preferred Units of the Issuer held by each of VOF and FF Inv.
OTSC directly holds 53,938 Common Units and 448,659 Class B Convertible Preferred Units of the Issuer constituting approximately 0.4% of the Issuer’s Common Units and has the sole power to vote and dispose of such units.
Management, in its capacity as the duly appointed investment manager of OTSC, and as the sole director of each of VOF GP Ltd. and FF GP Ltd., has the ability to direct the management of OTSC, VOF GP Ltd. and FF GP Ltd., including the power to direct the decisions of OTSC, VOF GP Ltd. and FF GP Ltd., regarding the vote and disposition of securities held by each of OTSC, VOF and FF Inv, respectively; therefore, Management may be deemed to have indirect beneficial ownership of the Common Units and Class B Convertible Preferred Units of the Issuer held by each of OTSC, VOF and FF Inv.
Holdings, Inc., in its capacity as the general partner of Management, has the ability to direct the management of Management’s business, including the power to vote and dispose of securities held by each of OTSC, VOF and FF Inv, respectively; therefore, Management may be deemed to have indirect beneficial ownership of the Common Units and Class B Convertible Preferred Units of the Issuer held by each of OTSC, VOF and FF Inv.
OCG, in its capacity as the sole shareholder of Holdings, Inc., has the ability to appoint and remove directors of Holdings, Inc. and, as such, may indirectly control the decisions of Holdings, Inc. regarding the vote and disposition of securities held by OTSC. Additionally, 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 each of VOF and FF Inv. Therefore, OCG may be deemed to have indirect beneficial ownership of the Common Units and Class B Convertible Preferred Units of the Issuer held by each of OTSC, VOF and FF Inv.
OCGH GP, in its capacity as the duly appointed manager of OCG, has the ability appoint and remove directors of OCG and, as such, may indirectly control the decisions of OCG regarding the vote and disposition of securities held by each of OTSC, VOF and FF Inv; therefore, OCGH GP may be deemed to have indirect beneficial ownership of the Common Units and Class B Convertible Preferred Units of the Issuer held by each of OTSC, VOF and FF Inv.
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CUSIP No. Y11082107
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SCHEDULE 13G |
Page 20 of 25
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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 of Common Stock, and except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person.
All calculations of percentage ownership in this Schedule 13G are based on a total of 124,133,698 Common Units, consisting of 119,559,456 Common Units outstanding as of June 30, 2015, as disclosed in the Form 6- K, and 4,574,242 Class B Convertible Preferred Units beneficially owned by the Reporting Persons, assuming that all of the Class B Convertible Preferred Units beneficially owned by the Reporting Persons are converted into Common Units at the current conversion ratio of one Common Unit per one Class B Unit and no other outstanding Class B Convertible Preferred Units are converted into Common Units.
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ITEM 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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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 x.
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ITEM 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
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Not applicable.
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ITEM 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
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Not applicable.
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ITEM 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
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Not applicable.
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ITEM 9.
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NOTICE OF DISSOLUTION OF GROUP
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Not applicable.
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ITEM 10.
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CERTIFICATIONS.
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquire 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 such purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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CUSIP No. Y11082107
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SCHEDULE 13G |
Page 21 of 25
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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 11, 2016
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OAKTREE VALUE OPPORTUNITIES FUND, L.P.
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By:
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Oaktree Value Opportunities Fund GP, L.P.
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Its:
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General Partner
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By:
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Oaktree Value Opportunities Fund GP Ltd.
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Its:
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General Partner
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By:
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Oaktree Capital Management, L.P.
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Its:
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Director
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Assistant Vice President
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OAKTREE VALUE OPPORTUNITIES FUND GP, L.P.
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By:
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Oaktree Value Opportunities Fund GP Ltd.
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Its:
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General Partner
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By:
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Oaktree Capital Management, L.P.
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Its:
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Director
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Assistant Vice President
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OAKTREE VALUE OPPORTUNITIES FUND GP LTD.
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By:
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Oaktree Capital Management, L.P.
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Its:
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Director
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Assistant Vice President
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CUSIP No. Y11082107
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SCHEDULE 13G |
Page 22 of 25
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OAKTREE FF INVESTMENT FUND, L.P.
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By:
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Oaktree FF Investment Fund GP, L.P.
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Its:
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General Partner
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By:
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Oaktree FF Investment Fund GP Ltd.
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Its:
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General Partner
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By:
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Oaktree Capital Management, L.P.
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Its:
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Director
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Assistant Vice President
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OAKTREE FF INVESTMENT FUND GP, L.P.
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By:
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Oaktree FF Investment Fund GP Ltd.
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Its:
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General Partner
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By:
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Oaktree Capital Management, L.P.
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Its:
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Director
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Assistant Vice President
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OAKTREE FF INVESTMENT FUND GP LTD.
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By:
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Oaktree Capital Management, L.P.
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Its:
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Director
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Assistant Vice President
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OAKTREE FUND GP I, L.P.
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Authorized Signatory
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CUSIP No. Y11082107
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SCHEDULE 13G |
Page 23 of 25
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OAKTREE CAPITAL I, L.P.
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Assistant Vice President
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OCM HOLDINGS I, LLC
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Assistant Vice President
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OAKTREE HOLDINGS, LLC
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Assistant Vice President
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OAKTREE-TCDRS STRATEGIC CREDIT, LLC
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By:
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Oaktree Capital Management, L.P.
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Its:
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Manager
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Assistant Vice President
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OAKTREE CAPITAL MANAGEMENT, L.P.
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Assistant Vice President
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CUSIP No. Y11082107
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SCHEDULE 13G |
Page 24 of 25
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OAKTREE HOLDINGS, INC.
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Assistant Vice President
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OAKTREE CAPITAL GROUP, LLC
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Assistant Vice President
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OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Assistant Vice President
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CUSIP No. Y11082107
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SCHEDULE 13G |
Page 25 of 25
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Exhibit Index
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Exhibit 1.
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Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (previously filed).
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