UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
SunOpta Inc.
(Name of Issuer)
Common Shares, no par value
(Title of Class of Securities)
8676EP108
(CUSIP Number)
Todd E. Molz
Managing Director, General Counsel and Chief Administrative Officer
Oaktree Capital Group Holdings GP, LLC
333 South Grand Avenue, 28th Floor
Los Angeles, California 90071
(213) 830-6300
With a copy to:
Dennis M. Myers, P.C.
Kirkland & Ellis LLP
300 N. LaSalle Street
Chicago, Illinois 60654
(312) 862-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 28, 2021
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 8676EP108 | Page 2 of 21 Pages |
| 1 |
NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Organics, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
17,315,893 | ||||
| 8 | SHARED VOTING POWER
None | |||||
| 9 | SOLE DISPOSITIVE POWER
17,315,893 | |||||
| 10 | SHARED DISPOSITIVE POWER
None | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,315,893 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.4% | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP No. 8676EP108 | Page 3 of 21 Pages |
| 1 |
NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Huntington Investment Fund II, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
3,410,233 | ||||
| 8 | SHARED VOTING POWER
None | |||||
| 9 | SOLE DISPOSITIVE POWER
3,410,233 | |||||
| 10 | SHARED DISPOSITIVE POWER
None | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,410,233 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2% | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP No. 8676EP108 | Page 4 of 21 Pages |
| 1 |
NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Huntington Investment Fund II GP, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
Not applicable | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
3,410,233 (1) | ||||
| 8 | SHARED VOTING POWER
None | |||||
| 9 | SOLE DISPOSITIVE POWER
3,410,233 (1) | |||||
| 10 | SHARED DISPOSITIVE POWER
None | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,410,233 (1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2% | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
| (1) | Solely in its capacity as the general partner of Oaktree Huntington Investment Fund II, L.P. |
| CUSIP No. 8676EP108 | Page 5 of 21 Pages |
| 1 |
NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Fund GP, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
Not applicable | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
20,726,126 (1) | ||||
| 8 | SHARED VOTING POWER
None | |||||
| 9 | SOLE DISPOSITIVE POWER
20,726,126 (1) | |||||
| 10 | SHARED DISPOSITIVE POWER
None | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,726,126 (1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6% | |||||
| 14 | TYPE OF REPORTING PERSON
OO | |||||
| (1) | Solely in its capacity as the general partner of Oaktree Huntington Investment Fund II GP, L.P. and Oaktree Organics, L.P. |
| CUSIP No. 8676EP108 | Page 6 of 21 Pages |
| 1 |
NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Fund GP I, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
Not applicable | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
20,726,126 (1) | ||||
| 8 | SHARED VOTING POWER
None | |||||
| 9 | SOLE DISPOSITIVE POWER
20,726,126 (1) | |||||
| 10 | SHARED DISPOSITIVE POWER
None | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,726,126 (1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6% | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
| (1) | Solely in its capacity as the managing member of Oaktree Fund GP, LLC. |
| CUSIP No. 8676EP108 | Page 7 of 21 Pages |
| 1 |
NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital I, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
Not applicable | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
20,726,126 (1) | ||||
| 8 | SHARED VOTING POWER
None | |||||
| 9 | SOLE DISPOSITIVE POWER
20,726,126 (1) | |||||
| 10 | SHARED DISPOSITIVE POWER
None | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,726,126 (1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6% | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
| (1) | Solely in its capacity as the general partner of Oaktree Fund GP I, L.P. |
| CUSIP No. 8676EP108 | Page 8 of 21 Pages |
| 1 |
NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OCM Holdings I, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
Not applicable | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
20,726,126 (1) | ||||
| 8 | SHARED VOTING POWER
None | |||||
| 9 | SOLE DISPOSITIVE POWER
20,726,126 (1) | |||||
| 10 | SHARED DISPOSITIVE POWER
None | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,726,126 (1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6% | |||||
| 14 | TYPE OF REPORTING PERSON
OO | |||||
| (1) | Solely in its capacity as the general partner of Oaktree Capital I, L.P. |
| CUSIP No. 8676EP108 | Page 9 of 21 Pages |
| 1 |
NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Holdings, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
Not applicable | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
20,726,126 (1) | ||||
| 8 | SHARED VOTING POWER
None | |||||
| 9 | SOLE DISPOSITIVE POWER
20,726,126 (1) | |||||
| 10 | SHARED DISPOSITIVE POWER
None | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,726,126 (1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6% | |||||
| 14 | TYPE OF REPORTING PERSON
OO | |||||
| (1) | Solely in its capacity as the managing member of OCM Holdings I, LLC. |
| CUSIP No. 8676EP108 | Page 10 of 21 Pages |
| 1 |
NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital Group, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
Not applicable | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
20,726,126 (1) | ||||
| 8 | SHARED VOTING POWER
None | |||||
| 9 | SOLE DISPOSITIVE POWER
20,726,126 (1) | |||||
| 10 | SHARED DISPOSITIVE POWER
None | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,726,126 (1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6% | |||||
| 14 | TYPE OF REPORTING PERSON
OO | |||||
| (1) | Solely in its capacity as the managing member of Oaktree Holdings, LLC. |
| CUSIP No. 8676EP108 | Page 11 of 21 Pages |
| 1 |
NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital Group Holdings GP, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
Not applicable | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
20,726,126 (1) | ||||
| 8 | SHARED VOTING POWER
None | |||||
| 9 | SOLE DISPOSITIVE POWER
20,726,126 (1) | |||||
| 10 | SHARED DISPOSITIVE POWER
None | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,726,126 (1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6% | |||||
| 14 | TYPE OF REPORTING PERSON
OO | |||||
| (1) | Solely in its capacity as the indirect owner of the common shares of Oaktree Capital Group, LLC. |
| CUSIP No. 8676EP108 | Page 12 of 21 Pages |
| 1 |
NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brookfield Asset Management Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
Not applicable | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
20,726,126 (1) | ||||
| 8 | SHARED VOTING POWER
None | |||||
| 9 | SOLE DISPOSITIVE POWER
20,726,126 (1) | |||||
| 10 | SHARED DISPOSITIVE POWER
None | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,726,126 (1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6% | |||||
| 14 | TYPE OF REPORTING PERSON
HC | |||||
| (1) | Solely in its capacity as the indirect owner of the class A units of Oaktree Capital Group, LLC. |
| CUSIP No. 8676EP108 | Page 13 of 21 Pages |
| 1 |
NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BAM Partners Trust | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
Not applicable | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
20,726,126 (1) | ||||
| 8 | SHARED VOTING POWER
None | |||||
| 9 | SOLE DISPOSITIVE POWER
20,726,126 (1) | |||||
| 10 | SHARED DISPOSITIVE POWER
None | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,726,126 (1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6% | |||||
| 14 | TYPE OF REPORTING PERSON
HC | |||||
| (1) | Solely in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield Asset Management Inc. |
Amendment No. 9 to Schedule 13D
This Amendment No. 9 (“Amendment No. 9”) amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission on October 17, 2016, as amended by Amendment No. 1 through Amendment No. 8 (as so amended, the “Schedule 13D”). Except as set forth herein, the Schedule 13D remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D.
| Item 2. | Identity and Background |
Items 2(a) - (c) and (f) of the Schedule 13D are hereby amended and supplemented by the following:
On April 6, 2021, Partners Limited, a Canadian corporation and one of the Reporting Persons, transferred the Class B Limited Voting Shares of Brookfield Asset Management Inc. (“BAM”), another Reporting Person, to BAM Partners Trust, a trust formed under the laws of Ontario, Canada, who is now the sole owner of such Class B Limited Voting Shares of BAM. The address of the principal business and office of BAM Partners Trust is Brookfield Place, 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada.
From and after the date of this Amendment No. 9, all references to “Reporting Persons” in the Schedule 13D shall include BAM Partners Trust and exclude Partners Limited.
The Reporting Persons have entered into a joint filing agreement, dated as of July 2, 2021, a copy of which is attached hereto as Exhibit 99.1.
Items 2(d) and (e) of the Schedule 13D are hereby amended and supplemented by adding the following:
During the last five years, BAM Partners Trust: (i) has not been convicted in a criminal proceeding; or (ii) has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| Item 6. | Contracts, Arrangements, Understandings or Relations With Respect to Securities of the Issuer |
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following:
On the dates set forth below, each of Oaktree Huntington Investment Fund II, L.P. (“OHIF II) and Oaktree Fund GP, LLC (“Oaktree Fund GP” and together with OHIF II, the “Trading Funds”) entered into separate cash-settled total return swaps (collectively, the “Cash-Settled Swaps”) with respect to the Common Shares of the Issuer outstanding as set forth below:
| OHIF II | Oaktree Fund GP | Execution Price | ||||||||||
| May 17, 2021 |
76,709 | 387,823 | $ | 12.50 | ||||||||
| May 18, 2021 |
8,680 | 43,838 | $ | 12.67 | ||||||||
| May 19, 2021 |
36,490 | 184,464 | $ | 12.36 | ||||||||
| May 26, 2021 |
39,173 | 198,027 | $ | 12.51 | ||||||||
| June 28, 2021 |
31,427 | 158,873 | $ | 12.24 | ||||||||
| June 29, 2021 |
31,394 | 158,706 | $ | 12.24 | ||||||||
| June 30, 2021 |
11,395 | 57,605 | $ | 12.25 | ||||||||
| July 1, 2021 |
12,667 | 64,033 | $ | 12.25 | ||||||||
| Total |
247,935 | 1,253,369 | ||||||||||
The Cash-Settled Swaps represent economic exposure comparable to approximately 0.24% and 1.19%, respectively, of the Common Shares outstanding. Collectively, the Cash-Settled Swaps represent economic exposure comparable to an interest in approximately 1.42% of the Common Shares outstanding. The percentages set forth herein are based upon a total of 105,499,393 Common Shares of the Issuer issued and outstanding as of May 7, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended April 3, 2021.
The Cash-Settled Swaps provide each of the Trading Funds with economic results that are comparable to the economic results of ownership. Upon termination of the the Cash-Settled Swaps, the Trading Funds will be obligated to pay to the counterparty any negative price performance of the terminated quantity of the Subject Shares (as defined below), and the counterparty will be obligated to pay the Trading Funds any positive price performance of the specified quantity of the Subject Shares (as defined below), in each case subject to customary adjustments and limitations.
The Cash-Settled Swaps are exclusively cash-settled and do not provide the Reporting Persons with the direct or indirect power to vote or direct the voting or dispose of or direct the disposition of the shares that are referenced in the Cash-Settled Swaps (such shares, the “Subject Shares”). Additionally, the Cash-Settled Swaps do not require the counterparty thereto to acquire, hold, vote or dispose of any securities of the Issuer, including without limitation, the Subject Shares. Accordingly, the Reporting Persons disclaim beneficial ownership in the Subject Shares. The counterparties to the Cash-Settled Swaps are unaffiliated third party financial institutions.
| Item 7. | Material to be Filed as Exhibits |
Item 7 of the Schedule 13D is hereby amended and supplemented to add the following exhibit:
| 99.1 | Joint Filing Agreement, dated July 2, 2021, among the Reporting Persons |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated as of July 2, 2021
| OAKTREE ORGANICS, L.P. | ||||
| By: | Oaktree Fund GP, LLC | |||
| Its: | General Partner | |||
| By: | Oaktree Fund GP I, L.P. | |||
| Its: | Managing Member | |||
| By: | /s/ Ting He | |||
| Name: | Ting He | |||
| Title: | Authorized Signatory | |||
| OAKTREE HUNTINGTON INVESTMENT FUND II, L.P. | ||||
| By: | Oaktree Huntington Investment Fund II GP, L.P. | |||
| Its: | General Partner | |||
| By: | Oaktree Fund GP, LLC | |||
| Its: | General Partner | |||
| By: | Oaktree Fund GP, I, L.P. | |||
| Its: | Managing Member | |||
| By: | /s/ Ting He | |||
| Name: | Ting He | |||
| Title: | Authorized Signatory | |||
| OAKTREE HUNTINGTON INVESTMENT FUND II GP, L.P. | ||||
| By: | Oaktree Fund GP, LLC | |||
| Its: | General Partner | |||
| By: | Oaktree Fund GP I, L.P. | |||
| Its: | Managing Member | |||
| By: | /s/ Ting He | |||
| Name: | Ting He | |||
| Title: | Authorized Signatory | |||
| OAKTREE FUND GP, LLC | ||||
| By: | Oaktree Fund GP I, L.P. | |||
| Its: | Managing Member | |||
| By: | /s/ Ting He | |||
| Name: | Ting He | |||
| Title: | Authorized Signatory | |||
| OAKTREE FUND GP I, L.P. | ||
| By: | /s/ Ting He | |
| Name: | Ting He | |
| Title: | Authorized Signatory | |
| OAKTREE CAPITAL I, L.P. | ||
| By: | /s/ Ting He | |
| Name: | Ting He | |
| Title: | Senior Vice President | |
| OCM HOLDINGS I, LLC | ||
| By: | /s/ Ting He | |
| Name: | Ting He | |
| Title: | Senior Vice President | |
| OAKTREE HOLDINGS, LLC | ||
| By: | /s/ Ting He | |
| Name: | Ting He | |
| Title: | Senior Vice President | |
| OAKTREE CAPITAL GROUP, LLC | ||
| By: | Oaktree Capital Group Holdgins GP, LLC | |
| Its: | Manager | |
| By: | /s/ Ting He | |
| Name: | Ting He | |
| Title: | Senior Vice President | |
| OAKTREE CAPITAL GROUP HOLDINGS GP, LLC | ||
| By: | /s/ Ting He | |
| Name: | Ting He | |
| Title: | Senior Vice President | |
| BROOKFIELD ASSET MANAGEMENT INC. | ||
| By: | /s/ Kathy Sarpash | |
| Name: | Kathy Sarpash | |
| Title: | Senior Vice President, Legal & Regulatory | |
| BAM PARTNERS TRUST | ||
| By: | BAM Class B Partners Inc. | |
| Its: | Trustee | |
| By: | /s/ Kathy Sarpash | |
| Name: | Kathy Sarpash | |
| Title: | Secretary | |