SEC Form SC 13D/A filed by Star Bulk Carriers Corp. (Amendment)
* |
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.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree OBC Container 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)
|
|
|
||
Not applicable
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
2,974,261
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,974,261
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,974,261
|
|
|
|||
|
|
||||
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)
|
|
|
||
2.9% (1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Opportunities Fund IX Delaware, 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)
|
|
|
||
Not applicable
|
|
|
|||
|
|
||||
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
|
|
|
||
5,371,367
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
5,371,367
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,371,367
|
|
|
|||
|
|
||||
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)
|
|
|
||
5.2% (1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1)
|
Calculated based upon a total of 102,857,416 Common Shares of the Issuer issued and outstanding as of December 31, 2022 as reported in the Issuer’s Form 20-F filed with the SEC on March 7, 2023.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Opportunities Fund IX (Parallel 2), 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)
|
|
|
||
Not applicable
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
2,996,277
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,996,277
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,996,277
|
|
|
|||
|
|
||||
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)
|
|
|
||
2.9% (1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
Calculated based upon a total of 102,857,416 Common Shares of the Issuer issued and outstanding as of December 31, 2022 as reported in the Issuer’s Form 20-F filed with the SEC on March 7, 2023.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
OCM XL 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)
|
|
|
||
Not applicable
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
14,966,826
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
14,966,826
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
14,966,826
|
|
|
|||
|
|
||||
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)
|
|
|
||
14.6% (1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1)
|
Calculated based upon a total of 102,857,416 Common Shares of the Issuer issued and outstanding as of December 31, 2022 as reported in the Issuer’s Form 20-F filed with the SEC on March 7, 2023.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Dry Bulk 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)
|
|
|
||
Not applicable
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Marshall Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
5,633,033
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
5,633,033
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,633,033
|
|
|
|||
|
|
||||
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)
|
|
|
||
5.5% (1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
Calculated based upon a total of 102,857,416 Common Shares of the Issuer issued and outstanding as of December 31, 2022 as reported in the Issuer’s Form 20-F filed with the SEC on March 7, 2023.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
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 (SEE INSTRUCTIONS)
|
|
|
||
Not applicable
|
|
|
|||
|
|
||||
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
|
|
|
||
11,026,416
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
11,026,416
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
11,026,416
|
|
|
|||
|
|
||||
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)
|
|
|
||
10.7% (1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
Calculated based upon a total of 102,857,416 Common Shares of the Issuer issued and outstanding as of December 31, 2022 as reported in the Issuer’s Form 20-F filed with the SEC on March 7, 2023.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
OCM FIE, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
Not applicable
|
|
|
|||
|
|
||||
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
|
|
|
||
74,241
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
74,241
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
74,241
|
|
|
|||
|
|
||||
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)
|
|
|
||
0.07% (1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
Calculated based upon a total of 102,857,416 Common Shares of the Issuer issued and outstanding as of December 31, 2022 as reported in the Issuer’s Form 20-F filed with the SEC on March 7, 2023.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Atlas OCM 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)
|
|
|
||
OO
|
|
|
|||
|
|
||||
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
|
|
|
||
15,041,067
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
15,041,067
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
15,041,067
|
|
|
|||
|
|
||||
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)
|
|
|
||
14.6% (1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
Calculated based upon a total of 102,857,416 Common Shares of the Issuer issued and outstanding as of December 31, 2022 as reported in the Issuer’s Form 20-F filed with the SEC on March 7, 2023.
|
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)
|
|
|
||
Not applicable
|
|
|
|||
|
|
||||
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
|
|
|
||
11,026,416
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
11,026,416
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
11,026,416
|
|
|
|||
|
|
||||
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)
|
|
|
||
10.7% (1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
HC
|
|
|
|||
|
|
(1) |
Calculated based upon a total of 102,857,416 Common Shares of the Issuer issued and outstanding as of December 31, 2022 as reported in the Issuer’s Form 20-F filed with the SEC on March 7, 2023.
|
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)
|
|
|
||
Not applicable
|
|
|
|||
|
|
||||
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
|
|
|
||
15,041,067
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
15,041,067
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
15,041,067
|
|
|
|||
|
|
||||
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)
|
|
|
||
14.6% (1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
HC
|
|
|
|||
|
|
(1) |
Calculated based upon a total of 102,857,416 Common Shares of the Issuer issued and outstanding as of December 31, 2022 as reported in the Issuer’s Form 20-F filed with the SEC on March 7, 2023.
|
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)
|
|
|
||
Not applicable
|
|
|
|||
|
|
||||
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
|
|
|
||
11,026,416
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
11,026,416
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
11,026,416
|
|
|
|||
|
|
||||
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)
|
|
|
||
10.7% (1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
HC
|
|
|
|||
|
|
(1) |
Calculated based upon a total of 102,857,416 Common Shares of the Issuer issued and outstanding as of December 31, 2022 as reported in the Issuer’s Form 20-F filed with the SEC on March 7, 2023.
|
Item 2. |
Identity and Background
|
(a) – (c), (f)
|
|
1. |
Oaktree OBC Container Holdings LLC, a Cayman Islands limited liability company (“Container”);
|
2. |
Oaktree Opportunities Fund IX Delaware, L.P., a Delaware limited partnership (“Fund IX”);
|
3. |
Oaktree Opportunities Fund IX (Parallel 2), L.P., a Cayman Islands limited partnership (“Parallel 2”);
|
4. |
OCM XL Holdings L.P., a Cayman Islands limited partnership (“XL Holdings”);
|
5. |
Oaktree Dry Bulk Holdings LLC, a Marshall Islands limited liability company (“Dry Bulk”);
|
6. |
OCM FIE, LLC, a Delaware limited liability company (“OCM FIE,” and together with the Reporting Persons above, the “Oaktree Holders”)
|
7. |
Oaktree Capital Group, LLC, a Delaware limited liability company (“Oaktree Capital”);
|
8. |
Atlas OCM Holdings, LLC, a Delaware limited liability company (“Atlas,” and together with Oaktree Capital and the Oaktree Holders, the “Oaktree Parties”);
|
9. |
Brookfield Corporation, an Ontario corporation (“Brookfield”);
|
10. |
BAM Partners Trust, a trust formed under the laws of Ontario (“BAM”); and
|
11. |
Brookfield Asset Management ULC, a British Columbia corporation (“Brookfield ULC,” and together with Brookfield and BAM, the “Brookfield Parties”).
|
Item 5. |
Interest in Securities of the Issuer
|
(a) |
and (b)
|
• |
Container is the direct holder of 2,974,261 Common Shares.
|
• |
Fund IX is the direct holder of 2,397,106 Common Shares and the general partner of Container, and as such may be deemed to beneficially own an aggregate 5,371,367 Common Shares.
|
• |
Parallel 2 is the direct holder of 22,160 Common Shares and the general partner of Container, and as such may be deemed to beneficially own 2,996,277 Common Shares.
|
• |
Dry Bulk is the direct holder of 5,633,033 Common Shares.
|
• |
XL Holdings is the direct holder of 14,966,826 Common Shares.
|
• |
OCM FIE is the direct holder of 74,241 Common Shares.
|
• |
Oaktree Capital is the indirect manager of Container, Parallel 2, and Dry Bulk, and as such may be deemed to beneficially own an aggregate 11,026,416 Common Shares. The Schedule 13D previously reflected ownership by Oaktree Capital of
25,993,242 Common Shares, which included the Common Shares directly held by XL Holdings, that, as a result of an internal restructuring, are now managed by Atlas.
|
• |
Atlas is the indirect manager of XL Holdings and OCM FIE, and as such may be deemed to beneficially own an aggregate 15,041,067 Common Shares.
|
• |
Brookfield is the indirect owner of class A units of Capital Group, and as such may be deemed to beneficially own 11,026,416 Common Shares.
|
• |
Brookfield ULC is the indirect owner of class A units of Atlas, and as such may be deemed to beneficially own 15,041,067 Common Shares.
|
• |
BAM is the sole owner of Class B Limited Voting Shares of Brookfield, and as such may be deemed to beneficially own 11,026,416 Common Shares.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 7.
|
Materials to be Filed as Exhibits
|
Exhibit 1
|
Joint Filing Agreement, dated as of September 27, 2023, among the Reporting Persons, which amends the Joint Filing Agreement filed originally as Exhibit 1 to Amendment No. 4 of this Schedule 13D on July 15, 2014.
|
Press Release dated September 22, 2023, incorporated by reference to Exhibit 99.1 to the Form 6-K filed by the Issuer on September 22, 2023.
|
|
Dated: September 27, 2023
|
||
OAKTREE OBC CONTAINER HOLDINGS LLC
|
||
By:
|
Oaktree Opportunities Fund IX Delaware, L.P.
|
|
Its: | General Partner | |
By:
|
Oaktree Opportunities Fund IX (Parallel 2), L.P.
|
|
Its:
|
General Partner
|
|
By:
|
/s/ Henry Orren | |
Name: Henry Orren
|
||
Title: Authorized Signatory
|
||
OAKTREE OPPORTUNITIES FUND IX DELAWARE, L.P.
|
||
By:
|
Oaktree Fund GP, LLC
|
|
Its:
|
General Partner
|
|
By:
|
Oaktree Fund GP I, L.P.
|
|
Its:
|
Managing Member
|
|
By:
|
/s/ Henry Orren | |
Name: Henry Orren
|
||
Title: Authorized Signatory
|
||
OAKTREE OPPORTUNITIES FUND IX (PARALLEL 2), L.P.
|
||
By:
|
Oaktree Opportunities Fund IX GP, L.P.
|
|
Its:
|
General Partner
|
|
By:
|
Oaktree Opportunities Fund IX GP, Ltd.
|
|
Its:
|
General Partner
|
|
By:
|
Oaktree Capital Management, L.P.
|
|
Its:
|
Director
|
|
By:
|
/s/ Henry Orren | |
Name: Henry Orren
|
||
Title: Senior Vice President
|
OCM XL HOLDINGS L.P.
|
||
By:
|
Oaktree Capital Management, L.P.
|
|
Its:
|
Director
|
|
By:
|
/s/ Henry Orren | |
Name: Henry Orren
|
||
Title: Senior Vice President
|
||
OAKTREE DRY BULK HOLDINGS LLC
|
||
By:
|
/s/ Henry Orren | |
Name: Henry Orren
|
||
Title: Authorized Signatory
|
||
OAKTREE CAPITAL GROUP, LLC
|
||
By:
|
/s/ Henry Orren | |
Name: Henry Orren
|
||
Title: Senior Vice President
|
||
ATLAS OCM HOLDINGS, LLC
|
||
By:
|
/s/ Henry Orren | |
Name: Henry Orren
|
||
Title: Senior Vice President
|
OCM FIE, LLC
|
||
By:
|
/s/ Henry Orren | |
Name: Henry Orren
|
||
Title: Authorized Signatory
|
||
BROOKFIELD CORPORATION
|
||
By:
|
/s/ Swati Mandava | |
Name: Swati Mandava
|
||
Title: Managing Director, Legal & Regulatory
|
||
BROOKFIELD ASSET MANAGEMENT ULC
|
||
By:
|
/s/ Kathy Sarpash | |
Name: Kathy Sarpash
|
||
Title: Managing Director, Legal & Regulatory
|
BAM PARTNERS TRUST
|
||
By: BAM Class B Partners Inc.
|
||
Its: Trustee
|
||
By:
|
/s/ Kathy Sarpash | |
Name: Kathy Sarpash
|
||
Title: Secretary
|
Dated: September 27, 2023
|
||
OAKTREE OBC CONTAINER HOLDINGS LLC
|
||
By:
|
Oaktree Opportunities Fund IX Delaware, L.P.
|
|
Its: |
General Partner | |
By:
|
Oaktree Opportunities Fund IX (Parallel 2), L.P.
|
|
Its:
|
General Partner
|
|
By:
|
/s/ Henry Orren | |
Name: Henry Orren
|
||
Title: Authorized Signatory
|
||
OAKTREE OPPORTUNITIES FUND IX DELAWARE, L.P.
|
||
By:
|
Oaktree Fund GP, LLC
|
|
Its:
|
General Partner
|
|
By:
|
Oaktree Fund GP I, L.P.
|
|
Its:
|
Managing Member
|
|
By:
|
/s/ Henry Orren | |
Name: Henry Orren
|
||
Title: Authorized Signatory
|
||
OAKTREE OPPORTUNITIES FUND IX (PARALLEL 2), L.P.
|
||
By:
|
Oaktree Opportunities Fund IX GP, L.P.
|
|
Its:
|
General Partner
|
|
By:
|
Oaktree Opportunities Fund IX GP, Ltd.
|
|
Its:
|
General Partner
|
|
By:
|
Oaktree Capital Management, L.P.
|
|
Its:
|
Director
|
|
By:
|
/s/ Henry Orren | |
Name: Henry Orren
|
||
Title: Senior Vice President
|
OCM XL HOLDINGS L.P.
|
||
By:
|
Oaktree Capital Management, L.P.
|
|
Its:
|
Director
|
|
By:
|
/s/ Henry Orren | |
Name: Henry Orren
|
||
Title: Senior Vice President
|
||
OAKTREE DRY BULK HOLDINGS LLC
|
||
By:
|
/s/ Henry Orren | |
Name: Henry Orren
|
||
Title: Authorized Signatory
|
||
OAKTREE CAPITAL GROUP, LLC
|
||
By:
|
/s/ Henry Orren | |
Name: Henry Orren
|
||
Title: Senior Vice President
|
||
ATLAS OCM HOLDINGS, LLC
|
||
By:
|
/s/ Henry Orren | |
Name: Henry Orren
|
||
Title: Senior Vice President
|
OCM FIE, LLC
|
||
By:
|
/s/ Henry Orren | |
Name: Henry Orren
|
||
Title: Authorized Signatory
|
||
BROOKFIELD CORPORATION
|
||
By:
|
/s/ Swati Mandava | |
Name: Swati Mandava
|
||
Title: Managing Director, Legal & Regulatory
|
||
BROOKFIELD ASSET MANAGEMENT ULC
|
||
By:
|
/s/ Kathy Sarpash | |
Name: Kathy Sarpash
|
||
Title: Managing Director, Legal & Regulatory
|
BAM PARTNERS TRUST
|
||
By: BAM Class B Partners Inc.
|
||
Its: Trustee
|
||
By:
|
/s/ Kathy Sarpash | |
Name: Kathy Sarpash
|
||
Title: Secretary
|
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 Administrative Officer and General Counsel for 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
|
|||
Mike 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.
|
President and Chief Executive Officer, Telia Company AB
|
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
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250 Vesey Street, 15th Floor, New York, NY 10281-1023, U.S.A.
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Managing Partner, Chief Executive Officer of Real Estate
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Canada
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Cyrus Madon, Director, Managing Partner, Chief Executive Officer of Private Equity
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181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada
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Managing Partner, Chief Executive Officer of Private Equity
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Canada
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Samuel J.B. Pollock, Director, Managing Partner, Chief Executive Officer of Infrastructure
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181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada
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Managing Partner, Chief Executive Officer of Infrastructure
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Canada
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Bahir Manios, Managing Partner, Chief Financial Officer
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181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada
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Managing Partner, Chief Financial Officer
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Canada
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Connor Teskey, Managing Partner, President and Chief Executive Officer of Renewable Power & Transition
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One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K.
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Managing Partner, President and Chief Executive Officer of Renewable Power & Transition
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Canada
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Craig Noble, Managing Partner, Chief Executive Officer of Alternative Investments
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181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada
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Managing Partner, Chief Executive Officer of Alternative Investments
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Canada
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