SEC Form SC 13D filed by Vacasa Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

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SCHEDULE 13D

 

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

 

§ 240.13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)

 

(Amendment No.)*

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Vacasa, Inc.

(Name of Issuer)

 

Class A common stock, par value $0.00001 per share

(Title of Class of Securities)

 

91854V206

(CUSIP Number)

 

May 16, 2024

(Date of Event Which Requires Filing of this Statement)

 

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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-l(e), 240.13d-l(f) or 240.13d-l(g), check the following box. ☐

 

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Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240 13d-7 for other parties to whom copies are to be sent.

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1        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.

 

 

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1	NAMES OF REPORTING PERSONS
	Oaktree Value Opportunities Fund Holdings, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,130,757
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,130,757
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,130,757
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.82%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) Calculated based upon 14,451,666 shares of the Issuer’s Class A common stock (“Class A Shares”) outstanding as of May 6, 2024, as reported on the Issuer’s Form 10-Q filed May 10, 2024 (the “Form 10-Q”).

 

1	NAMES OF REPORTING PERSONS
	Oaktree Capital Management, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,298,511
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,298,511
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,298,511
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.99%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

(1) Calculated based upon 14,451,666 Class A Shares outstanding as of May 6, 2024, as reported on the Form 10-Q.

 

1	NAMES OF REPORTING PERSONS
	Oaktree Capital Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,298,511
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,298,511
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,298,511
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.99%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

(1) Calculated based upon 14,451,666 Class A Shares outstanding as of May 6, 2024, as reported on the Form 10-Q.

 

1	NAMES OF REPORTING PERSONS
	Oaktree Capital Group Holdings GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,298,511
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,298,511
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,298,511
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.99%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

(1) Calculated based upon 14,451,666 Class A Shares outstanding as of May 6, 2024, as reported on the Form 10-Q.

 

1	NAMES OF REPORTING PERSONS
	Brookfield Asset Management ULC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Columbia, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,298,511
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,298,511
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,298,511
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.99%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

(1) Calculated based upon 14,451,666 Class A Shares outstanding as of May 6, 2024, as reported on the Form 10-Q.

 

1	NAMES OF REPORTING PERSONS
	Brookfield Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Ontario, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,298,511
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,298,511
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,298,511
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.99%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Calculated based upon 14,451,666 Class A Shares outstanding as of May 6, 2024, as reported on the Form 10-Q.

 

1	NAMES OF REPORTING PERSONS
	Brookfield Asset Management Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Columbia, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,298,511
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,298,511
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,298,511
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.99%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Calculated based upon 14,451,666 Class A Shares outstanding as of May 6, 2024, as reported on the Form 10-Q.

 

1	NAMES OF REPORTING PERSONS
	BAM Partners Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Ontario, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,298,511
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,298,511
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,298,511
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.99%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

(1) Calculated based upon 14,451,666 Class A Shares outstanding as of May 6, 2024, as reported on the Form 10-Q.

 

 

This statement on Schedule 13D (the “Schedule 13D”) relates to the Class A Shares of Vacasa, Inc., a Delaware corporation (“Issuer”). The Issuer’s principal executive offices are located at 850 NW 13th Avenue, Portland, OR 97209.

 

 

(a)-(c), (f) This Schedule 13D is filed as a joint statement pursuant to Rule 13d-1(k) under the Act by each of the following persons (collectively, the “Reporting Persons”):

 

 

 

 

 

 

 

 

 

Set forth in the attached Annex A is a listing of the directors, executive officers, investment managers, managers, members and general partners, as applicable, of each Reporting Person (collectively, with respect to such persons relating to the Oaktree Parties, the “Oaktree Covered Persons” and, with respect to such persons relating to the Brookfield Parties, the “Brookfield Covered Persons” and together with the Oaktree Covered Persons, the “Covered Persons”) and is incorporated by reference. Except as set forth in Annex A, each of the Covered Persons that is a natural person is a United States citizen.

 

The principal business of VOF is operations as private investment funds and related separate accounts and holdings companies, the principal business of OCM is managing securities held on behalf of various clients and accounts as well as management of VOF, and the principal business of OCH is management of OCM. The principal business of OCGH is management of OCH. The principal business address of each of the Oaktree Parties and each Oaktree Covered Person is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071.

 

The principal business of Brookfield ULC is asset management including that of OCH and other private investment funds; the principal business of Brookfield Corporation is deploying capital across its three core businesses: alternative asset management which includes Brookfield ULC, wealth solutions and operating businesses; the principal business of BAM is management of Brookfield ULC, and the principal business of BAM Partners Trust is to provide long-term, stable stewardship of the Class B shares of Brookfield Corporation and BAM. The principal business address of the Brookfield Parties and each Brookfield Covered Person is Brookfield Place, Suite 100, 181 Bay Street P.O. Box 762 Toronto, Ontario, Canada, M5J2T3.

 

(d)-(e) During the last five years, none of the Reporting Persons, or to the best of their knowledge, any Covered Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings 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.

 

 

The securities reported herein and described in more detail in Item 4 were purchased with working capital in open market transactions.

 

 

The Reporting Persons acquired the Class A Shares for investment purposes. The Reporting Persons intend to review their investment in the Issuer on an ongoing basis and, in the course of their review, may take actions (including through their affiliates) with respect to their investment or the Issuer, including communicating with the board of directors of the Issuer (the “Board”), members of management or other security-holders of the Issuer, or other third parties from time to time, taking steps to implement a course of action, including, without limitation, engaging advisors, including legal, financial, regulatory, technical and/or industry advisors, to assist in any review, and evaluating strategic alternatives as they may become available. Such discussions and other actions may relate to, subject to the terms and conditions of the documents described herein to which the Reporting Persons are a party, various alternative courses of action, including, without limitation, those related to an extraordinary corporate transaction (including, but not limited to a merger, reorganization or liquidation) involving the Issuer or any of its subsidiaries; business combinations involving the Issuer or any of its subsidiaries, a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; material asset purchases; the formation of joint ventures with the Issuer or any of its subsidiaries or the entry into other material projects; changes in the present business, operations, strategy, future plans or prospects of the Issuer, financial or governance matters; changes to the Board (including board composition) or management of the Issuer; acting as a participant in debt financings of the Issuer or any of its subsidiaries, changes to the capitalization, ownership structure, dividend policy, business or corporate structure or governance documents of the Issuer; de-listing or de-registration of the Issuer’s securities, or any action similar to those enumerated above.

 

Such discussions and actions may be preliminary and exploratory in nature, and not rise to the level of a plan or proposal. The Reporting Persons or their affiliates may seek to acquire some or all securities of the Issuer, including Class A Shares and/or other equity, debt, notes or other financial instruments related to the Issuer or the Class A Shares (which may include rights or securities exercisable or convertible into securities of the Issuer), and/or sell or otherwise dispose of some or all of such Issuer securities or financial instruments (which may include distributing some or all of such securities to such Reporting Person’s respective partners or beneficiaries, as applicable) from time to time, in each case, in open market or private transactions, block sales or otherwise. Any transaction that any of the Reporting Persons or their affiliates may pursue, subject to the terms and conditions of the documents described herein to which the Reporting Persons are a party, may be made at any time and from time to time without prior notice and will depend on a variety of factors, including, without limitation, the price and availability of the Issuer’s securities or other financial instruments, the Reporting Persons’ or such affiliates’ trading and investment strategies, subsequent developments affecting the Issuer, the Issuer’s business and the Issuer’s prospects, other investment and business opportunities available to such Reporting Persons and their affiliates, general industry and economic conditions, the securities markets in general, tax considerations and other factors deemed relevant by such Reporting Persons and such affiliates.

 

Other than as described in this Schedule 13D, none of the Reporting Persons and, to the best of their knowledge, none of the Covered Persons has any current plans or proposals which relate to or would result in any of the matters described in Items 4(a)-(j) of Schedule 13D. However, as part of their ongoing evaluation of their investment in the Issuer and investment alternatives, the Reporting Persons may consider such matters in the future and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, the Reporting Persons may hold discussions with or make informal recommendations or formal proposals to Issuer’s management or the Board, including any special committees of the Board and their respective advisors, other holders of the Issuer’s securities, industry analysts, financial sponsors, existing or potential strategic partners, sources or potential sources of capital and other third parties regarding such matters.

 

Item 5.

Interest in Securities of the Issuer.

 

(a), (b) and (c) The information contained on the cover pages of this Schedule 13D and the information set forth in Item 4 of this Schedule 13D are incorporated herein by reference.

 

Pursuant to Rule 13d-4 of the 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 Act, the beneficial owner of any securities covered by this statement.

 

In the aggregate, the Reporting Persons beneficially own, as of the date hereof, 1,298,511 Class A Shares, representing approximately 8.99% of the Class A Shares outstanding as of the date hereof. All such ownership percentages of the securities reported herein are based upon 14,451,666 Class A Shares outstanding as of May 6, 2024, as reported on the Form 10-Q.

 

VOF directly holds 1,130,757 Class A Shares.

 

OCM may be deemed to beneficially own 1,298,511 Class A Shares, which amount includes the 1,130,757 Class A Shares held directly by VOF and 167,754 Class A Shares managed on behalf of various clients and accounts.

 

OCH may be deemed to beneficially own 1,298,511 Class A Shares.

 

OCGH may be deemed to beneficially own 1,298,511 Class A Shares.

 

Brookfield ULC may be deemed to beneficially own 1,298,511 Class A Shares.

 

Brookfield Corporation may be deemed to beneficially own 1,298,511 Class A Shares.

 

BAM may be deemed to beneficially own 1,298,511 Class A Shares.

 

BAM Partners Trust may be deemed to beneficially own 1,298,511 Class A Shares.

 

The Reporting Person purchased Class A Shares in market transactions on the dates and in the amounts reflected on Exhibit B.

 

With respect to the Class A Shares reported herein, each of the Reporting Persons may be deemed to have shared voting and dispositive power or the shared power to direct the vote and disposition of the number of Class A Shares which such Reporting Person may be deemed to beneficially own as set forth above.

 

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of any of the Class A Shares referred to herein for the purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed by each Reporting Person, other than each Oaktree Holder with respect to securities reported as directly held by such Oaktree Holder.

 

 

Each of the Reporting Persons entered in a Joint Filing Agreement in which the parties agreed to the joint filing on behalf of each of them statements on Schedule 13D with respect to securities of the Company to the extent required by applicable law. The Joint Filing Agreement is attached as an exhibit hereto and is incorporated by reference herein.

 

 

 

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.

 

Name		Principal Occupation
Howard S. Marks		Co-Chairman and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Co- Chairman of Oaktree Capital Management, L.P.
Bruce A. Karsh		Co-Chairman, Chief Investment Officer and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Co-Chairman and Chief Investment Officer of Oaktree Capital Management, L.P.
Jay S. Wintrob		Chief Executive Officer and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Chief Executive Officer of Oaktree Capital Management, L.P.
John B. Frank		Vice Chairman and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Vice Chairman of Oaktree Capital Management, L.P.
Sheldon M. Stone		Principal and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Principal of Oaktree Capital Management, L.P.
Justin B. Beber		Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, Chief Operating Officer of Brookfield Asset Management Ltd.
Bruce Flatt		Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Chief Executive Officer of Brookfield Corporation and Brookfield Asset Management Ltd.
D. Richard Masson		Owner and general manager of Golden Age Farm, LLC
Mama C. Whittington		Retired
Steven J. Gilbert		Founder and Chairman of the Board of Gilbert Global Equity Partners, L.P.
Daniel D. Levin		Chief Financial Officer of Oaktree Capital Group, LLC and Chief Financial Officer of Oaktree Capital Management, L.P.
Todd E. Molz		General Counsel, Chief Administrative Officer and Secretary of Oaktree Capital Group, LLC and General Counsel and Chief Administrative Officer of Oaktree Capital Management, L.P.

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
M. Elyse Allan, Director		181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada		Corporate Director		Canada and U.S.A.
Jeffrey M. Blidner, Director and Vice Chair		181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada		Vice Chair, Brookfield Corporation		Canada
Angela F. Braly, Director		250 Vesey Street, 15th Fl New York, NY 10281-1023, U.S.A.		Corporate Director		U.S.A.

Jack L. Cockwell, Director		51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada		Chair of Brookfield Partners Foundation		Canada
Maureen Kempston Darkes, Director		181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada		Corporate Director		Canada
Janice Fukakusa, Director		181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada		Corporate Director		Canada
Bruce Flatt, Director, Chief Executive Officer		One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K.		Chief Executive Officer, Brookfield Asset Management and Brookfield Corporation		Canada
Brian D. Lawson, Director and Vice Chair		181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada		Vice Chair, Brookfield Corporation		Canada
Howard S. Marks, Director		Oaktree Capital Management, L.P., 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071, U.S.A.		Co-Chairman, Oaktree Capital Management Inc.		U.S.A.
The Honourable Frank J. McKenna, Director		TDCT Tower 161 Bay Street, 35th Fl Toronto, Ontario M5J 2T2, Canada		Chair of Brookfield Corporation and Deputy Chair of TD Bank Group, Wholesale		Canada
Rafael Miranda, Director		C/Santiago de Compostela 100 28035 Madrid, Spain		Corporate Director		Spain
Lord Augustine Thomas O’Donnell, Director		One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K		Corporate Director		United Kingdom
Hutham S. Olayan, Director		250 Vesey Street, 15th Fl New York, NY 10281-1023, U.S.A.		Chair of Olayan Group		U.S.A. and Saudi Arabia
Diana L. Taylor, Director		c/o Bloomberg  Philanthropies, 25 East 78th Street, New York, N.Y. 10075		Corporate Director		U.S.A.
Nicholas H. Goodman, President and Chief Financial Officer		181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada		President and Chief Financial Officer, Brookfield Corporation		United Kingdom

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
Jack L. Cockwell, Director and Vice President		51 Yonge Street, Suite 100, Toronto, Ontario M5E 1J1, Canada		Chair of Brookfield Partners Foundation		Canada
Bruce Flatt, Director and Vice President		One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K.-		Chief Executive Officer, Brookfield Asset Management and Brookfield Corporation		Canada
Brian D. Lawson, Director and President		181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada		Vice Chair, Brookfield Corporation		Canada
Kathy Sarpash, Secretary		181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada		Managing Director – Legal & Regulatory of Brookfield Asset Management		Canada

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
Mark Carney, Director and Head of Transition Investing		181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada		Chair of the Board and Head of Transition Investing		Canada
Satish Rai, Director		181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada		Corporate Director		Canada
Marcel R. Coutu, Director		181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada		Corporate Director		Canada
Olivia (Liv) Garfield, Director		One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K.		Chief Executive, Severn Trent PLC		United Kingdom
Nili Gilbert, Director		250 Vesey Street, 15th Floor, New York, NY 10281-1023, U.S.A.		Vice-Chair, Carbon Direct LLC		U.S.A.
Keith Johnson, Director		250 Vesey Street, 15th Floor, New York, NY 10281-1023, U.S.A.		Senior Managing Director, Sequoia Heritage		U.S.A.
Allison Kirkby, Director		One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K.		Chief Executive Officer of BT Group		United Kingdom
Diana Noble, Director		One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K.		Founder, Kirkos Partners		United Kingdom
Bruce Flatt, Director, Chief Executive Officer		One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K.		Chief Executive Officer, Brookfield Asset Management and Brookfield Corporation		Canada
Brian W. Kingston, Director, Managing Partner, Chief Executive Officer of Real Estate		250 Vesey Street, 15th Floor, New York, NY 10281-1023, U.S.A.		Managing Partner, Chief Executive Officer of Real Estate		Canada
Cyrus Madon, Director, Managing Partner, Chair of Private Equity Group		181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada		Managing Partner, Chair of Private Equity Group		Canada

Samuel J.B. Pollock, Director, Managing Partner, Chief Executive Officer of Infrastructure		181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada		Managing Partner, Chief Executive Officer of Infrastructure		Canada
Bahir Manios, Managing Partner, Chief Financial Officer		181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada		Managing Partner, Chief Financial Officer		Canada
Connor Teskey, Managing Partner, President and Chief Executive Officer of Renewable Power & Transition		One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K.		Managing Partner, President and Chief Executive Officer of Renewable Power & Transition		Canada
Craig Noble, Managing Partner, Chief Executive Officer of Credit		181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada		Managing Partner, Chief Executive Officer of Credit		Canada

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