UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities
Exchange Act of 1934
(Amendment No. 5)*
| Exantas Capital Corp. |
| (Name of Issuer) |
| Common Stock |
| (Title of Class of Securities) |
| 76120W708 |
| (CUSIP Number) |
| December 31, 2020 |
| (Date of Event Which Requires Filing of This Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed. |
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
*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 the disclosures provided in a prior cover page.
The information required in 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. 76120W708 | SCHEDULE 13G | Page 2 of 43 |
| 1 |
NAME OF REPORTING PERSON
Oaktree Real Estate Debt Holdings, Ltd. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
1,367,192 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
1,367,192 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,367,192 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.6% (2) |
|
| 12 |
TYPE OF REPORTING PERSON
CO |
| (1) | Represents the number of shares of common stock, par value $0.001 per share (the “Shares”) of the Issuer that is issuable upon conversion of $16,439,000 principal amount of the Issuer’s 4.50% Convertible Senior Notes due 2022 (the “4.50% Notes”) held by the Reporting Person, at a conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes. |
| (2) | Calculations of percentage ownership in this Schedule 13G/A below the Ownership Cap (as defined below) are based on an aggregate of 39,434,124 shares of common stock, par value $0.01 per share (the “Shares”) of the Issuer, consisting of (i) 32,093,325 Shares outstanding as of November 6, 2020, as reported by the Issuer on its Quarterly Report on Form 10-Q filed with the United States Securities Exchange Commission (the “SEC”) on November 9, 2020 (the “Form 10-Q”), (ii) 6,164,798 Shares issuable upon conversion of all of the 4.50% Notes (the “Notes”) held by the Reporting Persons at the current conversion rate for such Notes and (iii) an aggregate principal amount of 1,176,001 warrants to purchase Shares held by the Reporting Person for entities that are beneficial owners of warrants exercisable immediately at an exercise price calculated in accordance with the terms of the warrant. The Third Supplemental Indenture, dated as of August 16, 2017, governing the 4.50% Notes, supplementing the Indenture, dated as of October 21, 2013, between the Issuer and Wells Fargo Bank, National Association, as Trustee (such documents together, the “Notes Documents”), provide that no person may beneficially own or constructively own more than 9.8%, in value or in number of shares, whichever is more restrictive, of the outstanding shares of any class or series of the Issuer’s capital stock, including the Shares, and that conversion of Notes for Shares is not allowed to the extent that receipt of such Shares would cause such person and its affiliates to exceed the ownership limit contained in the articles of incorporation of the Issuer (the “Charter”), which restricts ownership to 9.8% in value or in number of shares, whichever is more restrictive, of the outstanding shares of any class or series of stock of the Issuer excluding any outstanding shares of stock not treated as outstanding for federal income tax purposes (such limits under the Notes Documents and the Charter, the “Ownership Cap”). Accordingly, the Reporting Persons do not beneficially own, and are not reporting herein, Shares that, as a result of the Ownership Cap, the Reporting Persons do not have the right to acquire upon conversion of the Notes they hold. Calculations of percentage ownership in this Schedule 13G/A which reflect the limitation of the Ownership Cap are based on the Shares outstanding shown in the Form 10-Q above. Statements of Shares received upon conversion of Notes by one or more Reporting Persons do not take into account Shares received upon any other conversions of Notes by other Reporting Persons. |
| CUSIP No. 76120W708 | SCHEDULE 13G | Page 3 of 43 |
| 1 |
NAME OF REPORTING PERSON
Oaktree Real Estate Debt Holdings II, Ltd. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
1,247,514 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
1,247,514 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,247,514 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.3% |
|
| 12 |
TYPE OF REPORTING PERSON
CO |
| (1) | Represents the number of Shares of the Issuer that is issuable upon conversion of $15,000,000 principal amount of 4.50% Notes held by the Reporting Person, at the initial conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes. |
| CUSIP No. 76120W708 | SCHEDULE 13G | Page 4 of 43 |
| 1 |
NAME OF REPORTING PERSON
Investin Pro RED Holdings, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 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
264,223 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
264,223 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
264,223 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| (1) | Represents the number of Shares of the Issuer that is issuable upon conversion of $3,177,000 principal amount of 4.50% Notes held by the Reporting Person, at the initial conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes. |
| CUSIP No. 76120W708 | SCHEDULE 13G | Page 5 of 43 |
| 1 |
NAME OF REPORTING PERSON
Oaktree (Lux.) III - Oaktree Global Credit Fund |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
350,718 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
350,718 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
350,718 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.9% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| (1) | Represents the number of Shares of the Issuer that is issuable upon conversion of $4,217,000 principal amount of 4.50% Notes held by the Reporting Person, at the initial conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes. |
| CUSIP No. 76120W708 | SCHEDULE 13G | Page 6 of 43 |
| 1 |
NAME OF REPORTING PERSON
Oaktree Global Credit Holdings (Delaware), L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 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
479,544 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
479,544 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
479,544 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.3% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| (1) | Represents the number of Shares of the Issuer that is issuable upon conversion of $5,766,000 principal amount of 4.50% Notes held by the Reporting Person, at the initial conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes. |
| CUSIP No. 76120W708 | SCHEDULE 13G | Page 7 of 43 |
| 1 |
NAME OF REPORTING PERSON
Oaktree Global Credit Fund GP, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 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
479,544 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
479,544 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
479,544 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.3% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| (1) | Solely in its capacity as the general partner of Oaktree Global Credit Holdings (Delaware), L.P. |
| CUSIP No. 76120W708 | SCHEDULE 13G | Page 8 of 43 |
| 1 |
NAME OF REPORTING PERSON
Oaktree Global Credit Fund GP Ltd. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 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
479,544 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
479,544 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
479,544 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.3% |
|
| 12 |
TYPE OF REPORTING PERSON
CO |
| (1) | Solely in its capacity as the general partner of Oaktree Global Credit Fund GP, L.P. |
| CUSIP No. 76120W708 | SCHEDULE 13G | Page 9 of 43 |
| 1 |
NAME OF REPORTING PERSON
Oaktree Capital Management, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 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
3,145,146 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
3,145,146 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,145,146 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| (1) | Solely in its capacity as the director of Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd. and Oaktree Global Credit Fund GP Ltd., as the manager of Investin Pro RED Holdings, LLC and Oaktree (Lux.) III - Oaktree Global Credit Fund and as the duly appointed investment manager of certain funds and accounts (the “Managed Entities”) that, in the aggregate, are the direct owners of $37,816,962 principal amount of 4.50% Notes, which would result in the issuance of 3,145,146 Shares, giving effect to the Ownership Cap. |
| CUSIP No. 76120W708 | SCHEDULE 13G | Page 10 of 43 |
| 1 |
NAME OF REPORTING PERSON
Oaktree-TSE 16 Real Estate Debt, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 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
511,980 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
511,980 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
511,980 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.3% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| (1) | Represents the number of Shares of the Issuer that is issuable upon conversion of $6,156,000 principal amount of 4.50% Notes held by the Reporting Person, at the initial conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes. |
| CUSIP No. 76120W708 | SCHEDULE 13G | Page 11 of 43 |
| 1 |
NAME OF REPORTING PERSON
Oaktree Fund GP IIA, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 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
511,980 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
511,980 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
511,980 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.3% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| (1) | Solely in its capacity as the manager of Oaktree-TSE 16 Real Estate Debt, LLC. |
| CUSIP No. 76120W708 | SCHEDULE 13G | Page 12 of 43 |
| 1 |
NAME OF REPORTING PERSON
Oaktree Fund GP II, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 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
511,980 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
511,980 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
511,980 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.3% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| (1) | Solely in its capacity as the managing member of Oaktree Fund GP IIA, LLC. |
| CUSIP No. 76120W708 | SCHEDULE 13G | Page 13 of 43 |
| 1 |
NAME OF REPORTING PERSON
Oaktree Capital II, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 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
511,980 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
511,980 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
511,980 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.3% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| (1) | Solely in its capacity as the general partner of Oaktree Fund GP II, L.P. |
| CUSIP No. 76120W708 | SCHEDULE 13G | Page 14 of 43 |
| 1 |
NAME OF REPORTING PERSON
Oaktree Structured Credit Income Fund Holdings (Delaware), L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 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
239,689 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
239,689 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
239,689 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| (1) | Represents the number of Shares of the Issuer that is issuable upon conversion of $2,882,000 principal amount of 4.50% Notes held by the Reporting Person, at the initial conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes. |
| CUSIP No. 76120W708 | SCHEDULE 13G | Page 15 of 43 |
| 1 |
NAME OF REPORTING PERSON
Oaktree Structured Credit Income Fund GP, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
239,689 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
239,689 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
239,689 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| (1) | Solely in its capacity as the general partner of Oaktree Structured Credit Income Fund Holdings (Delaware), L.P. |
| CUSIP No. 76120W708 | SCHEDULE 13G | Page 16 of 43 |
| 1 |
NAME OF REPORTING PERSON
Oaktree Structured Credit Income Fund GP Ltd. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
239,689 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
239,689 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
239,689 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6% |
|
| 12 |
TYPE OF REPORTING PERSON
CO |
| (1) | Solely in its capacity as the general partner of Oaktree Structured Credit Income Fund GP, L.P. |
| CUSIP No. 76120W708 | SCHEDULE 13G | Page 17 of 43 |
| 1 |
NAME OF REPORTING PERSON
Oaktree GC Super Fund, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 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
124,751 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
124,751 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
124,751 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| (1) | Represents the number of Shares of the Issuer that is issuable upon conversion of $1,500,000 principal amount of 4.50% Notes held by the Reporting Person, at the initial conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes. |
| CUSIP No. 76120W708 | SCHEDULE 13G | Page 18 of 43 |
| 1 |
NAME OF REPORTING PERSON
Oaktree GC Super Fund GP, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 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
124,751 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
124,751 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
124,751 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| (1) | Solely in its capacity as the general partner of Oaktree GC Super Fund, L.P. |
| CUSIP No. 76120W708 | SCHEDULE 13G | Page 19 of 43 |
| 1 |
NAME OF REPORTING PERSON
Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 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
1,176,001 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
1,176,001 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,176,001 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.0% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| (1) | In its capacity as the direct owner of warrants exercisable for 1,176,001 Shares, exercisable immediately at an exercise price calculated in accordance with the terms of the warrant. |
| CUSIP No. 76120W708 | SCHEDULE 13G | Page 20 of 43 |
| 1 |
NAME OF REPORTING PERSON
Oaktree Fund GP, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 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
1,300,752 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
1,300,752 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,300,752 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.3% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| (1) | Solely in its capacity as the general partner of Oaktree GC Super Fund GP, L.P. and Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. |
| CUSIP No. 76120W708 | SCHEDULE 13G | Page 21 of 43 |
| 1 |
NAME OF REPORTING 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 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
1,540,441 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
1,540,441 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,540,441 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.9% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| (1) | Solely in its capacity as the sole shareholder of Oaktree Structured Credit Income Fund GP Ltd. and the managing member of Oaktree Fund GP, LLC. |
| CUSIP No. 76120W708 | SCHEDULE 13G | Page 22 of 43 |
| 1 |
NAME OF REPORTING PERSON
Oaktree Capital I, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 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
1,540,441 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
1,540,441 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,540,441 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.9% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| (1) | Solely in its capacity as the general partner of Oaktree Fund GP I, L.P. |
| CUSIP No. 76120W708 | SCHEDULE 13G | Page 23 of 43 |
| 1 |
NAME OF REPORTING PERSON
OCM Holdings I, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 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
1,540,441 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
1,540,441 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,540,441 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.9% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| (1) | Solely in its capacity as the general partner of Oaktree Capital I, L.P. |
| CUSIP No. 76120W708 | SCHEDULE 13G | Page 24 of 43 |
| 1 |
NAME OF REPORTING PERSON
Oaktree Holdings, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 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
1,540,441 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
1,540,441 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,540,441 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.9% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| (1) | Solely in its capacity as the managing member of OCM Holdings I, LLC. |
| CUSIP No. 76120W708 | SCHEDULE 13G | Page 25 of 43 |
| 1 |
NAME OF REPORTING PERSON
Oaktree Capital Management GP, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 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
3,145,146 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
3,145,146 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,145,146 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| (1) | Solely in its capacity as the general partner of Oaktree Capital Management, L.P. |
| CUSIP No. 76120W708 | SCHEDULE 13G | Page 26 of 43 |
| 1 |
NAME OF REPORTING PERSON
Atlas OCM Holdings LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 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
3,145,146 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
3,145,146 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,145,146 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| (1) | Solely in its capacity as the sole managing member of Oaktree Capital Management GP, LLC. |
| CUSIP No. 76120W708 | SCHEDULE 13G | Page 27 of 43 |
| 1 |
NAME OF REPORTING PERSON
Oaktree Capital Group, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 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
1,540,441 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
1,540,441 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,540,441 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.9% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| (1) | Solely in its capacity as the managing member of Oaktree Holdings, LLC. |
| CUSIP No. 76120W708 | SCHEDULE 13G | Page 28 of 43 |
| 1 |
NAME OF REPORTING 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 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
3,145,146 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
3,145,146 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,145,146 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| (1) | Solely in its capacity as the indirect owner of the class B units of each of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC. |
| CUSIP No. 76120W708 | SCHEDULE 13G | Page 29 of 43 |
| 1 |
NAME OF REPORTING PERSON
Brookfield Asset Management Inc. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
3,145,146 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
3,145,146 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,145,146 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8% |
|
| 12 |
TYPE OF REPORTING PERSON
HC |
| (1) | Solely in its capacity as the indirect owner of the class A units of each of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC. |
| CUSIP No. 76120W708 | SCHEDULE 13G | Page 30 of 43 |
| 1 |
NAME OF REPORTING PERSON
Partners Limited |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
3,145,146 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
3,145,146 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,145,146 (1) |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8% |
|
| 12 |
TYPE OF REPORTING PERSON
HC |
| (1) | Solely in its capacity as the sole owner Class B Limited Voting Shares of Brookfield Asset Management, Inc. |
| CUSIP No. 76120W708 | SCHEDULE 13G | Page 31 of 43 |
| ITEM 1. | (a) |
NAME OF ISSUER:
Exantas Capital Corp. |
| (b) |
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
712 Fifth Avenue, 12th Floor, New York, NY 10019 | |
| ITEM 2. | (a)-(c) |
NAME OF PERSON FILING; ADDRESS OF PRINCIPAL BUSINESS OFFICE; AND CITIZENSHIP. This Schedule 13G/A is filed jointly by each of the following persons (collectively, the “Reporting Persons”) pursuant to a joint filing agreement attached hereto as Exhibit 1: |
| (1) | Oaktree Real Estate Debt Holdings, Ltd., a Cayman Islands exempted company, in its capacity as the direct holder of $16,439,000 principal amount of 4.50% Notes, which is convertible into 1,367,192 Shares at a conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes. | |
| (2) | Oaktree Real Estate Debt Holdings II, Ltd., a Cayman Islands exempted company, in its capacity as the direct holder of $15,000,000 principal amount of 4.50% Notes, which is convertible into 1,247,514 Shares at a conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes. | |
| (3) | Investin Pro RED Holdings, LLC, a Delaware limited liability company, in its capacity as the direct holder of $3,177,000 principal amount of 4.50% Notes, which is convertible into 264,223 Shares at a conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes. | |
| (4) | Oaktree (Lux.) III - Oaktree Global Credit Fund, a Luxembourg fund, in its capacity as the direct holder of $4,217,000 principal amount of 4.50% Notes, which is convertible into 350,718 Shares at a conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes | |
| (5) | Oaktree Global Credit Holdings (Delaware), L.P., a Delaware limited partnership, in its capacity as the direct holder of $5,766,000 principal amount of 4.50% Notes, which is convertible into 479,544 Shares at a conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes | |
| (6) | Oaktree Global Credit Fund GP, L.P., a Delaware limited partnership, in its capacity as the general partner of Oaktree Global Credit Holdings (Delaware), L.P. | |
| (7) | Oaktree Global Credit Fund GP Ltd., a Delaware corporation, in its capacity as the general partner of Oaktree Global Credit Fund GP, L.P. | |
| (8) | Oaktree Capital Management, L.P., a Delaware limited partnership, in its capacity as the director of Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd. and Oaktree Global Credit Fund GP Ltd., as the manager of Investin Pro RED Holdings, LLC and Oaktree (Lux.) III - Oaktree Global Credit Fund and as the duly appointed investment manager of the Managed Entities that, in the aggregate, are the direct owners of $37,816,962 principal amount of 4.50% Notes, which would result in the issuance of 3,145,146 Shares, giving effect to the Ownership Cap. | |
| (9) | Oaktree-TSE 16 Real Estate Debt, LLC, a Delaware limited liability company, in its capacity as the direct holder of $6,156,000 principal amount of 4.50% Notes, which is convertible into 511,980 Shares at a conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes. | |
| (10) | Oaktree Fund GP IIA, LLC, a Delaware limited liability company, in its capacity as the manager of Oaktree-TSE 16 Real Estate Debt, LLC. |
| CUSIP No. 76120W708 | SCHEDULE 13G | Page 32 of 43 |
| (11) | Oaktree Fund GP II, L.P., a Delaware limited partnership, in its capacity as the managing member of Oaktree Fund GP IIA, LLC. | |
| (12) | Oaktree Capital II, L.P., a Delaware limited partnership, in its capacity as the general partner of Oaktree Fund GP II, L.P. | |
| (13) | Oaktree Structured Credit Income Fund Holdings (Delaware), L.P., a Delaware limited liability company, in its capacity as the direct holder of $2,882,000 principal amount of 4.50% Notes, which is convertible into 239,689 Shares at a conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes. | |
| (14) | Oaktree Structured Credit Income Fund GP, L.P., a Cayman Islands limited partnership, in its capacity as the general partner of Oaktree Structured Credit Income Fund Holdings (Delaware), L.P. | |
| (15) | Oaktree Structured Credit Income Fund GP Ltd., a Cayman Islands exempted company, in its capacity as the general partner of Oaktree Structured Credit Income Fund GP, L.P. | |
| (16) | Oaktree GC Super Fund, L.P., a Delaware limited partnership, in its capacity as the direct holder of $1,500,000 principal amount of 4.50% Notes, which is convertible into 124,751 Shares at a conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes. | |
| (17) | Oaktree GC Super Fund GP, L.P., a Delaware limited partnership, in its capacity as the general partner of Oaktree GC Super Fund, L.P. | |
| (18) | Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., a Delaware limited partnership, in its capacity as the direct owner of warrants exercisable for 1,176,001 Shares, exercisable immediately at an exercise price calculated in accordance with the terms of the warrant. | |
| (19) | Oaktree Fund GP, LLC, a Delaware limited liability company, in its capacity as the general partner of Oaktree GC Super Fund GP, L.P. and Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.; | |
| (20) | Oaktree Fund GP I, L.P., a Delaware limited partnership, in its capacity as the sole shareholder of Oaktree Structured Credit Income Fund GP Ltd. and the managing member of Oaktree Fund GP, LLC. | |
| (21) | Oaktree Capital I, L.P., a Delaware limited partnership, in its capacity as the general partner of Oaktree Fund GP I, L.P. | |
| (22) | OCM Holdings I, LLC, a Delaware limited liability company, in its capacity as the general partner of Oaktree Capital I, L.P. | |
| CUSIP No. 76120W708 | SCHEDULE 13G | Page 33 of 43 |
| (23) | Oaktree Holdings, LLC, a Delaware limited liability company, in its capacity as the managing member of OCM Holdings I, LLC. | |
| (24) | Oaktree Capital Management GP, LLC, a Delaware limited liability company, in its capacity as the general partner of Oaktree Capital Management, L.P. | |
| (25) | Atlas OCM Holdings LLC, a Delaware limited liability company, in its capacity as the sole managing member of Oaktree Capital Management GP, LLC; | |
| (26) | Oaktree Capital Group, LLC, a Delaware limited liability company, in its capacity as the managing member of Oaktree Holdings, LLC. | |
| (27) | Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company, in its capacity as the indirect owner of the class B units of each of OCG and Atlas; | |
| (28) | Brookfield Asset Management Inc., a Canadian corporation, in its capacity as the indirect owner of the class A units of each of OCG and Atlas. | |
| (29) | Partners Limited, a Canadian corporation, in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield Asset Management Inc. | |
| The principal business address of each of the Reporting Persons is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071. | ||
| (d) |
TITLE OF CLASS OF SECURITIES:
Common Stock, $0.001 par value per share (the “Shares”) | |
| (e) |
CUSIP NUMBER:
76120W708 |
| ITEM 3. | 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: |
| Not applicable. | |
| CUSIP No. 76120W708 | SCHEDULE 13G | Page 34 of 43 |
| ITEM 4. | OWNERSHIP |
|
The responses of the Reporting Persons to Rows 5-9 and 11 in each of their respective cover pages to this Schedule 13G/A are incorporated herein by reference.
Oaktree Real Estate Debt Holdings, Ltd. holds $16,439,000 principal amount of 4.50% Notes, which is convertible into 1,367,192 Shares at a conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes (representing approximately 3.6% of outstanding Shares).
Oaktree Real Estate Debt Holdings II, Ltd. holds $15,000,000 principal amount of 4.50% Notes, which is convertible into 1,247,514 Shares at a conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes (representing approximately 3.3% of outstanding Shares).
Investin Pro RED Holdings, LLC holds $3,177,000 principal amount of 4.50% Notes, which is convertible into 264,223 Shares at a conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes (representing approximately 0.7% of outstanding Shares).
Oaktree (Lux.) III - Oaktree Global Credit Fund holds $4,217,000 principal amount of 4.50% Notes, which is convertible into 350,718 Shares at a conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes (representing approximately 0.9% of outstanding Shares).
Oaktree Global Credit Holdings (Delaware), L.P. holds $5,766,000 principal amount of 4.50% Notes, which is convertible into 479,544 Shares at a conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes (representing approximately 1.3% of outstanding Shares).
Oaktree Global Credit Fund GP, L.P., in its capacity as the general partner of Oaktree Global Credit Holdings (Delaware), L.P. has the ability to direct the business of Oaktree Global Credit Holdings (Delaware), L.P., including with regard to the voting and disposition of securities held by Oaktree Global Credit Holdings (Delaware), L.P.; therefore, Oaktree Global Credit Fund GP, L.P. may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree Global Credit Holdings (Delaware), L.P.
Oaktree Global Credit Fund GP Ltd., in its capacity as the general partner of Oaktree Global Credit Fund GP, L.P. has the ability to direct the business of Oaktree Global Credit Fund GP, L.P., including with regard to the voting and disposition of securities held by Oaktree Global Credit Holdings (Delaware), L.P.; therefore, Oaktree Global Credit Fund GP Ltd. may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree Global Credit Holdings (Delaware), L.P.
Oaktree Capital Management, L.P., in its capacity as the director of Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd. and Oaktree Global Credit Fund GP Ltd., as the manager of Investin Pro RED Holdings, LLC and Oaktree (Lux.) III - Oaktree Global Credit Fund and as the duly appointed investment manager of the Managed Funds, has the ability to direct the management of the business of Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd., Oaktree Global Credit Fund GP Ltd., Investin Pro RED Holdings, LLC, Oaktree (Lux.) III - Oaktree Global Credit Fund and the Managed Funds, respectively, including the power to vote and dispose of securities held by them; therefore, Oaktree Capital Management, L.P. may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd., Oaktree Global Credit Holdings (Delaware), L.P., Investin Pro RED Holdings, LLC, Oaktree (Lux.) III - Oaktree Global Credit Fund and the Managed Funds.
Oaktree-TSE 16 Real Estate Debt, LLC holds $6,156,000 principal amount of 4.50% Notes, which is convertible into 511,980 Shares at a conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes (representing approximately 1.3% of outstanding Shares). |
| CUSIP No. 76120W708 | SCHEDULE 13G | Page 35 of 43 |
|
Oaktree Fund GP IIA, LLC, in its capacity as the manager of Oaktree-TSE 16 Real Estate Debt, LLC, has the ability to direct the management of the business of Oaktree-TSE 16 Real Estate Debt, LLC, including the power to vote and dispose of securities held by it; therefore, Oaktree Fund GP IIA, LLC may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree-TSE 16 Real Estate Debt, LLC.
Oaktree Fund GP II, L.P., in its capacity as the managing member of Oaktree Fund GP IIA, LLC, has the ability to direct the management of the business of Oaktree Fund GP IIA, LLC, including with regard to the voting and disposition of securities held by Oaktree-TSE 16 Real Estate Debt, LLC; therefore, Oaktree Fund GP II, L.P. may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree-TSE 16 Real Estate Debt, LLC.
Oaktree Capital II, L.P., in its capacity as the general partner of Oaktree Fund GP II, L.P., has the ability to direct the business of Oaktree Fund GP II, L.P., including with regard to the voting and disposition of securities held by Oaktree-TSE 16 Real Estate Debt, LLC; therefore, Oaktree Capital II, L.P. may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree-TSE 16 Real Estate Debt, LLC.
Oaktree Structured Credit Income Fund Holdings (Delaware), L.P. holds $2,882,000 principal amount of 4.50% Notes, which is convertible into 239,689 Shares at a conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes (representing approximately 0.6% of outstanding Shares).
Oaktree Structured Credit Income Fund GP, L.P., in its capacity as the general partner of Oaktree Structured Credit Income Fund Holdings (Delaware), L.P., has the ability to direct the management of the business of Oaktree Structured Credit Income Fund Holdings (Delaware), L.P., including the power to direct the decisions of Oaktree Structured Credit Income Fund Holdings (Delaware), L.P. regarding the vote and disposition of securities held by Oaktree Structured Credit Income Fund Holdings (Delaware), L.P.; therefore, Oaktree Structured Credit Income Fund GP, L.P. may be deemed to have indirect beneficial ownership of the Shares held by Oaktree Structured Credit Income Fund Holdings (Delaware), L.P.
Oaktree Structured Credit Income Fund GP Ltd., in its capacity as the general partner of Oaktree Structured Credit Income Fund GP, L.P., has the ability to direct the management of the business of Oaktree Structured Credit Income Fund GP, L.P., including the power to direct the decisions of Oaktree Structured Credit Income Fund GP, L.P. regarding the vote and disposition of securities held by Oaktree Structured Credit Income Fund Holdings (Delaware), L.P.; therefore, Oaktree Structured Credit Income Fund GP Ltd. may be deemed to have indirect beneficial ownership of the Shares held by Oaktree Structured Credit Income Fund Holdings (Delaware), L.P.
Oaktree GC Super Fund, L.P. holds $1,500,000 principal amount of 4.50% Notes, which is convertible into 124,751 Shares at a conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes (representing approximately 0.3% of outstanding Shares).
Oaktree GC Super Fund GP, L.P., in its capacity as the general partner of Oaktree GC Super Fund, L.P., has the ability to direct the business of Oaktree GC Super Fund, L.P., including with regard to the voting and disposition of securities held by Oaktree GC Super Fund, L.P.; therefore, Oaktree GC Super Fund GP, L.P. may be deemed to beneficially own the Shares issuable upon conversion of the Notes held Oaktree GC Super Fund, L.P.
Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. holds an aggregate of 1,176,001 Shares, consisting of warrants to purchase 1,176,001 Shares exercisable immediately at an exercise price calculated in accordance with the terms of the warrant, constituting approximately 3.0% of the total issued and outstanding Shares and has the sole power to vote and dispose of such Shares.
Oaktree Fund GP, LLC, in its capacity as the general partner of Oaktree GC Super Fund GP, L.P. and Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., has the ability to direct the management of the business of Oaktree GC Super Fund GP, L.P. and Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., including the power to vote and dispose of securities held by Oaktree GC Super Fund GP, L.P. and Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.; therefore, Oaktree Fund GP, LLC may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree GC Super Fund, L.P. and warrants held by Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.
Oaktree Fund GP I, L.P., in its capacity as the sole shareholder of Oaktree Structured Credit Income Fund GP Ltd. and the managing member of Oaktree Fund GP, LLC., has the ability to direct the management of Oaktree Fund GP, LLC’s and Oaktree Structured Credit Income Fund GP Ltd.’s business, including the power to direct the decisions of Oaktree Fund GP, LLC and Oaktree Structured Credit Income Fund GP Ltd. regarding the vote and disposition of securities held by Oaktree GC Super Fund, L.P., Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. and Oaktree Structured Credit Income Fund Holdings (Delaware), L.P.; therefore, Oaktree Fund GP I, L.P. may be deemed to have indirect beneficial ownership of the Shares held by Oaktree GC Super Fund, L.P., Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. and Oaktree Structured Credit Income Fund Holdings (Delaware), L.P. |
| CUSIP No. 76120W708 | SCHEDULE 13G | Page 36 of 43 |
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Oaktree Capital I, L.P. in its capacity as the general partner of Oaktree Fund GP I, L.P., has the ability to direct the management of Oaktree Fund GP I, L.P. including the power to direct the decisions of Oaktree Fund GP I, L.P. regarding the vote and disposition of securities held by Oaktree GC Super Fund, L.P., Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. and Oaktree Structured Credit Income Fund Holdings (Delaware), L.P.; therefore, Oaktree Capital I, L.P. may be deemed to have indirect beneficial ownership of the Shares held by Oaktree GC Super Fund, L.P., Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. and Oaktree Structured Credit Income Fund Holdings (Delaware), L.P.
OCM Holdings I, LLC, in its capacity as the general partner of Oaktree Capital I, L.P., has the ability to direct the management of Oaktree Capital I, L.P.’s business, including the power to direct the decisions of Oaktree Capital I, L.P. regarding the vote and disposition of securities held by Oaktree GC Super Fund, L.P., Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. and Oaktree Structured Credit Income Fund Holdings (Delaware), L.P.; therefore, OCM Holdings I, LLC may be deemed to have indirect beneficial ownership of the Shares held by Oaktree GC Super Fund, L.P., Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. and Oaktree Structured Credit Income Fund Holdings (Delaware), L.P.
Oaktree Holdings, LLC, in its capacity as the managing member of OCM Holdings I, LLC, has the ability to direct the management of OCM Holdings I, LLC’s business, including the power to direct the decisions of OCM Holdings I, LLC regarding the vote and disposition of securities held by Oaktree GC Super Fund, L.P., Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. and Oaktree Structured Credit Income Fund Holdings (Delaware), L.P.; therefore, Oaktree Holdings, LLC may be deemed to have indirect beneficial ownership of the Shares held by Oaktree GC Super Fund, L.P., Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. and Oaktree Structured Credit Income Fund Holdings (Delaware), L.P.
Oaktree Capital Management GP, LLC, in its capacity as the general partner of Oaktree Capital Management, L.P., has the ability to direct the management of the business of Oaktree Capital Management, L.P., including with regard to the voting and disposition of securities held by Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd., Oaktree Global Credit Holdings (Delaware), L.P., Investin Pro RED Holdings, LLC, Oaktree (Lux.) III - Oaktree Global Credit Fund and the Managed Funds; therefore, Oaktree Capital Management GP, LLC may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd., Oaktree Global Credit Holdings (Delaware), L.P., Investin Pro RED Holdings, LLC, Oaktree (Lux.) III - Oaktree Global Credit Fund and the Managed Funds.
Atlas OCM Holdings LLC, in its capacity as the sole managing member of Oaktree Capital Management GP, LLC, has the ability to direct the management of Oaktree Capital Management GP, LLC’s business, including with regard to the voting and disposition of securities held by Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd., Oaktree Global Credit Holdings (Delaware), L.P., Investin Pro RED Holdings, LLC, Oaktree (Lux.) III - Oaktree Global Credit Fund and the Managed Funds; therefore, Atlas OCM Holdings LLC may be deemed to have indirect beneficial ownership of the Shares held by Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd., Oaktree Global Credit Holdings (Delaware), L.P., Investin Pro RED Holdings, LLC, Oaktree (Lux.) III - Oaktree Global Credit Fund and the Managed Funds.
Oaktree Capital Group, LLC, in its capacity as the managing member of Oaktree Holdings, LLC, has the ability to direct the management of the business of Oaktree Holdings, LLC, including with regard to the voting and disposition of securities held by Oaktree GC Super Fund, L.P., Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. and Oaktree Structured Credit Income Fund Holdings (Delaware), L.P., LLC; therefore, Oaktree Capital Group, LLC may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree GC Super Fund, L.P., Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. and Oaktree Structured Credit Income Fund Holdings (Delaware), L.P. |
| CUSIP No. 76120W708 | SCHEDULE 13G | Page 37 of 43 |
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Oaktree Capital Group Holdings GP, LLC, in its capacity as the indirect owner of the class B units of each of Oaktree Capital Group, LLC and Atlas Oaktree Capital Group, LLC, has the ability to appoint and remove certain directors of Oaktree Capital Group, LLC and Atlas Oaktree Capital Group, LLC and, as such, may indirectly control the decisions of Oaktree Capital Group, LLC and Atlas Oaktree Capital Group, LLC regarding the vote and disposition of securities held by Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd., Oaktree Global Credit Holdings (Delaware), L.P., Investin Pro RED Holdings, LLC, Oaktree (Lux.) III - Oaktree Global Credit Fund, the Managed Funds, Oaktree GC Super Fund, L.P., Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., Oaktree Structured Credit Income Fund Holdings (Delaware), L.P. and Oaktree-TSE 16 Real Estate Debt, LLC; therefore, Oaktree Capital Group Holdings GP, LLC may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd., Oaktree Global Credit Holdings (Delaware), L.P., Investin Pro RED Holdings, LLC, Oaktree (Lux.) III - Oaktree Global Credit Fund, the Managed Funds, Oaktree GC Super Fund, L.P., Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., Oaktree Structured Credit Income Fund Holdings (Delaware), L.P. and Oaktree-TSE 16 Real Estate Debt, LLC.
Brookfield Asset Management Inc., in its capacity as the indirect owner of the class A units of each of Oaktree Capital Group, LLC and Atlas Oaktree Capital Group, LLC, has the ability to appoint and remove certain directors of Oaktree Capital Group, LLC and Atlas Oaktree Capital Group, LLC and, as such, may indirectly control the decisions of Oaktree Capital Group, LLC and Atlas Oaktree Capital Group, LLC regarding the vote and disposition of securities held by Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd., Oaktree Global Credit Holdings (Delaware), L.P., Investin Pro RED Holdings, LLC, Oaktree (Lux.) III - Oaktree Global Credit Fund, the Managed Funds, Oaktree GC Super Fund, L.P., Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., Oaktree Structured Credit Income Fund Holdings (Delaware), L.P. and Oaktree-TSE 16 Real Estate Debt, LLC; therefore, Brookfield Asset Management Inc. may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd., Oaktree Global Credit Holdings (Delaware), L.P., Investin Pro RED Holdings, LLC, Oaktree (Lux.) III - Oaktree Global Credit Fund, the Managed Funds, Oaktree GC Super Fund, L.P., Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., Oaktree Structured Credit Income Fund Holdings (Delaware), L.P. and Oaktree-TSE 16 Real Estate Debt, LLC.
Partners Limited, in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield Asset Management Inc. has the ability to appoint and remove certain directors of Brookfield Asset Management Inc. and, as such, may indirectly control the decisions of Brookfield Asset Management Inc. regarding the vote and disposition of securities held by Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd., Oaktree Global Credit Holdings (Delaware), L.P., Investin Pro RED Holdings, LLC, Oaktree (Lux.) III - Oaktree Global Credit Fund, the Managed Funds, Oaktree GC Super Fund, L.P., Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., Oaktree Structured Credit Income Fund Holdings (Delaware), L.P. and Oaktree-TSE 16 Real Estate Debt, LLC; therefore, Partners Limited may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd., Oaktree Global Credit Holdings (Delaware), L.P., Investin Pro RED Holdings, LLC, Oaktree (Lux.) III - Oaktree Global Credit Fund, the Managed Funds, Oaktree GC Super Fund, L.P., Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., Oaktree Structured Credit Income Fund Holdings (Delaware), L.P. and Oaktree-TSE 16 Real Estate Debt, LLC.
All calculations of percentage ownership in this Schedule 13G/A below the Ownership Cap are based on an aggregate of 39,434,124 Shares outstanding comprised of (i) 32,093,325 Shares outstanding as of November 6, 2020, as reported by the Issuer on its Form 10-Q, (ii) 6,164,798 Shares issuable upon conversion of all of the Notes held by the Reporting Persons at the respective conversion rate for such Notes and (iii) an aggregate principal amount of 1,176,001 warrants to purchase Shares held by the Reporting Person exercisable immediately at an exercise price calculated in accordance with the terms of the warrant. The Reporting Persons do not beneficially own, and are not reporting herein, Shares that, as a result of the Ownership Cap, the Reporting Persons do not have the right to acquire upon conversion of the Notes they hold. Calculations of percentage ownership in this Schedule 13G/A which reflect the limitation of the Ownership Cap are based on 32,093,325 Shares outstanding as of November 6, 2020, as reported by the Issuer in the Form 10-Q. Statements of Shares received upon conversion of Notes by one or more Reporting Persons do not take into account Shares received upon any other conversions of Notes by other Reporting Persons.
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, and except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person. | |
| CUSIP No. 76120W708 | SCHEDULE 13G | Page 38 of 43 |
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. |
| 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 ☐. | |
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
| Not Applicable. | |
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. |
| Not Applicable. | |
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
| Not applicable. | |
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. |
| Not applicable. | |
| ITEM 10. | CERTIFICATIONS. |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired 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 that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11. |
| CUSIP No. 76120W708 | SCHEDULE 13G | Page 39 of 43 |
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 16, 2021
| OAKTREE REAL ESTATE DEBT HOLDINGS, LTD. | |||
| By: | Oaktree Capital Management, L.P. | ||
| Its: | Director | ||
| By: | /s/ Brian Price | ||
| Name: | Brian Price | ||
| Title: | Vice President | ||
| OAKTREE REAL ESTATE DEBT HOLDINGS II, LTD. | |||
| By: | Oaktree Capital Management, L.P. | ||
| Its: | Director | ||
| By: | /s/ Brian Price | ||
| Name: | Brian Price | ||
| Title: | Vice President | ||
| INVESTIN PRO RED HOLDINGS, LLC | |||
| By: | Oaktree Capital Management, L.P. | ||
| Its: | Manager | ||
| By: | /s/ Brian Price | ||
| Name: | Brian Price | ||
| Title: | Vice President | ||
| OAKTREE (LUX.) III – OAKTREE GLOBAL CREDIT FUND | |||
| By: | Oaktree Capital Management, L.P. | ||
| Its: | Investment Manager | ||
| By: | /s/ Brian Price | ||
| Name: | Brian Price | ||
| Title: | Vice President | ||
| OAKTREE GLOBAL CREDIT HOLDINGS (DELAWARE), L.P. | |||
| By: | Oaktree Global Credit Fund GP, L.P. | ||
| Its: | Partner | ||
| By: | Oaktree Global Credit Fund GP Ltd. | ||
| Its: | General Partner | ||
| By: | Oaktree Capital Management, L.P. | ||
| Its: | Director | ||
| By: | /s/ Brian Price | ||
| Name: | Brian Price | ||
| Title: | Vice President | ||
| CUSIP No. 76120W708 | SCHEDULE 13G | Page 40 of 43 |
| OAKTREE CAPITAL MANAGEMENT, L.P. | |||
| By: | /s/ Brian Price | ||
| Name: | Brian Price | ||
| Title: | Vice President | ||
| OAKTREE CAPITAL MANAGEMENT GP, LLC | |||
| By: | Atlas OCM Holdings, LLC | ||
| Its: | Managing Member | ||
| By: | Oaktree New Holdings, LLC | ||
| Its: | Member | ||
| By: | /s/ Brian Price | ||
| Name: | Brian Price | ||
| Title: | Vice President | ||
| ATLAS OCM HOLDINGS, LLC | |||
| By: | Oaktree New Holdings, LLC | ||
| Its: | Member | ||
| By: | /s/ Brian Price | ||
| Name: | Brian Price | ||
| OAKTREE-TSE 16 REAL ESTATE DEBT, LLC | |||
| By: | Oaktree Fund GP IIA, LLC | ||
| Its: | Manager | ||
| By: | Oaktree Fund GP II, L.P. | ||
| Its: | Managing Manager | ||
| By: | /s/ Brian Price | ||
| Name: | Brian Price | ||
| Title: | Authorized Signatory | ||
| OAKTREE FUND GP IIA, LLC | |||
| By: | Oaktree Fund GP II, L.P. | ||
| Its: | Managing Member | ||
| By: | /s/ Brian Price | ||
| Name: | Brian Price | ||
| Title: | Authorized Signatory | ||
| OAKTREE FUND GP II, L.P. | |||
| By: | /s/ Brian Price | ||
| Name: | Brian Price | ||
| Title: | Authorized Signatory | ||
| CUSIP No. 76120W708 | SCHEDULE 13G | Page 41 of 43 |
| OAKTREE CAPITAL II, L.P. | |||
| By: | /s/ Brian Price | ||
| Name: | Brian Price | ||
| Title: | Authorized Signatory | ||
| OAKTREE STRUCTURED CREDIT INCOME FUND HOLDINGS (DELAWARE), L.P. | |||
| By: | Oaktree Structured Credit Income Fund GP, L.P. | ||
| Its: | General Partner | ||
| By: | Oaktree Structured Credit Income Fund GP Ltd. | ||
| Its: | General Partner | ||
| By: | Oaktree Capital Management, L.P. | ||
| Its: | Director | ||
| By: | /s/ Brian Price | ||
| Name: | Brian Price | ||
| Title: | Vice President | ||
| OAKTREE GC SUPER FUND, L.P. | |||
| By: | Oaktree GC Super Fund 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/ Brian Price | ||
| Name: | Brian Price | ||
| Title: | Authorized Signatory | ||
|
OAKTREE OPPORTUNITIES FUND XB HOLDINGS (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: | Vice President | ||
| OAKTREE FUND GP, LLC | |||
| By: | Oaktree Fund GP I, L.P. | ||
| Its: | Managing Member | ||
| By: | /s/ Brian Price | ||
| Name: | Brian Price | ||
| Title: | Authorized Signatory | ||
| CUSIP No. 76120W708 | SCHEDULE 13G | Page 42 of 43 |
| OAKTREE FUND GP I, L.P. | |||
| By: | /s/ Brian Price | ||
| Name: | Brian Price | ||
| Title: | Authorized Signatory | ||
| OAKTREE CAPITAL I, L.P. | |||
| By: | /s/ Brian Price | ||
| Name: | Brian Price | ||
| Title: | Vice President | ||
| OCM HOLDINGS I, LLC | |||
| By: | /s/ Brian Price | ||
| Name: | Brian Price | ||
| Title: | Vice President | ||
| OAKTREE HOLDINGS, LLC | |||
| By: | /s/ Brian Price | ||
| Name: | Brian Price | ||
| Title: | Vice President | ||
|
OAKTREE CAPITAL GROUP, LLC |
|||
| By: | /s/ Brian Price | ||
| Name: | Brian Price | ||
| Title: | Vice President | ||
| OAKTREE CAPITAL GROUP HOLDINGS GP, LLC | |||
| By: | /s/ Brian Price | ||
| Name: | Brian Price | ||
| Title: | Vice President | ||
|
BROOKFIELD ASSET MANAGEMENT INC.
|
|||
| By: | /s/ Jessica Diab | ||
| Name: | Jessica Diab | ||
| Title: | Vice President - Legal & Regulatory | ||
| PARTNERS LIMITED | |||
| By: | /s/ Brian D. Lawson | ||
| Name: | Brian D. Lawson | ||
| Title: | Director | ||
| CUSIP No. 76120W708 | SCHEDULE 13G | Page 43 of 43 |
Exhibit Index
| Exhibit 1. | Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (previously filed). |
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13G is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements. Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: February 16, 2021
| OAKTREE REAL ESTATE DEBT HOLDINGS, LTD. | |||
| By: | Oaktree Capital Management, L.P. | ||
| Its: | Director | ||
| By: | /s/ Brian Price | ||
| Name: | Brian Price | ||
| Title: | Vice President | ||
| OAKTREE REAL ESTATE DEBT HOLDINGS II, LTD. | |||
| By: | Oaktree Capital Management, L.P. | ||
| Its: | Director | ||
| By: | /s/ Brian Price | ||
| Name: | Brian Price | ||
| Title: | Vice President | ||
| INVESTIN PRO RED HOLDINGS, LLC | |||
| By: | Oaktree Capital Management, L.P. | ||
| Its: | Manager | ||
| By: | /s/ Brian Price | ||
| Name: | Brian Price | ||
| Title: | Vice President | ||
| OAKTREE (LUX.) III – OAKTREE GLOBAL CREDIT FUND | |||
| By: | Oaktree Capital Management, L.P. | ||
| Its: | Investment Manager | ||
| By: | /s/ Brian Price | ||
| Name: | Brian Price | ||
| Title: | Vice President | ||
| OAKTREE GLOBAL CREDIT HOLDINGS (DELAWARE), L.P. | |||
| By: | Oaktree Global Credit Fund GP, L.P. | ||
| Its: | Partner | ||
| By: | Oaktree Global Credit Fund GP Ltd. | ||
| Its: | General Partner | ||
| By: | Oaktree Capital Management, L.P. | ||
| Its: | Director | ||
| By: | /s/ Brian Price | ||
| Name: | Brian Price | ||
| Title: | Vice President | ||
| OAKTREE CAPITAL MANAGEMENT, L.P. | |||
| By: | /s/ Brian Price | ||
| Name: | Brian Price | ||
| Title: | Vice President | ||
| OAKTREE CAPITAL MANAGEMENT GP, LLC | |||
| By: | Atlas OCM Holdings, LLC | ||
| Its: | Managing Member | ||
| By: | Oaktree New Holdings, LLC | ||
| Its: | Member | ||
| By: | /s/ Brian Price | ||
| Name: | Brian Price | ||
| Title: | Vice President | ||
| ATLAS OCM HOLDINGS, LLC | |||
| By: | Oaktree New Holdings, LLC | ||
| Its: | Member | ||
| By: | /s/ Brian Price | ||
| Name: | Brian Price | ||
| OAKTREE-TSE 16 REAL ESTATE DEBT, LLC | |||
| By: | Oaktree Fund GP IIA, LLC | ||
| Its: | Member | ||
| By: | Oaktree Fund GP II, L.P. | ||
| Its: | Managing Member | ||
| By: | /s/ Brian Price | ||
| Name: | Brian Price | ||
| Title: | Authorized Signatory | ||
| OAKTREE FUND GP IIA, LLC | |||
| By: | Oaktree Fund GP II, L.P. | ||
| Its: | Managing Member | ||
| By: | /s/ Brian Price | ||
| Name: | Brian Price | ||
| Title: | Authorized Signatory | ||
| OAKTREE FUND GP II, L.P. | |||
| By: | /s/ Brian Price | ||
| Name: | Brian Price | ||
| Title: | Authorized Signatory | ||
| OAKTREE CAPITAL II, L.P. | |||
| By: | /s/ Brian Price | ||
| Name: | Brian Price | ||
| Title: | Authorized Signatory | ||
| OAKTREE STRUCTURED CREDIT INCOME FUND HOLDINGS (DELAWARE), L.P. | |||
| By: | Oaktree Structured Credit Income Fund GP, L.P. | ||
| Its: | General Partner | ||
| By: | Oaktree Structured Credit Income Fund GP Ltd. | ||
| Its: | General Partner | ||
| By: | Oaktree Capital Management, L.P. | ||
| Its: | Director | ||
| By: | /s/ Brian Price | ||
| Name: | Brian Price | ||
| Title: | Vice President | ||
| OAKTREE GC SUPER FUND, L.P. | |||
| By: | Oaktree GC Super Fund 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/ Brian Price | ||
| Name: | Brian Price | ||
| Title: | Authorized Signatory | ||
|
OAKTREE OPPORTUNITIES FUND XB HOLDINGS (DELAWARE), L.P. |
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| 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: | Vice President | ||
| OAKTREE FUND GP, LLC | |||
| By: | Oaktree Fund GP I, L.P. | ||
| Its: | Managing Member | ||
| By: | /s/ Brian Price | ||
| Name: | Brian Price | ||
| Title: | Authorized Signatory | ||
| OAKTREE FUND GP I, L.P. | |||
| By: | /s/ Brian Price | ||
| Name: | Brian Price | ||
| Title: | Authorized Signatory | ||
| OAKTREE CAPITAL I, L.P. | |||
| By: | /s/ Brian Price | ||
| Name: | Brian Price | ||
| Title: | Vice President | ||
| OCM HOLDINGS I, LLC | |||
| By: | /s/ Brian Price | ||
| Name: | Brian Price | ||
| Title: | Vice President | ||
| OAKTREE HOLDINGS, LLC | |||
| By: | /s/ Brian Price | ||
| Name: | Brian Price | ||
| Title: | Vice President | ||
|
OAKTREE CAPITAL GROUP, LLC |
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| By: | /s/ Brian Price | ||
| Name: | Brian Price | ||
| Title: | Vice President | ||
| OAKTREE CAPITAL GROUP HOLDINGS GP, LLC | |||
| By: | /s/ Brian Price | ||
| Name: | Brian Price | ||
| Title: | Vice President | ||
|
BROOKFIELD ASSET MANAGEMENT INC.
|
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| By: | /s/ Jessica Diab | ||
| Name: | Jessica Diab | ||
| Title: | Vice President - Legal & Regulatory | ||
| PARTNERS LIMITED | |||
| By: | /s/ Brian D. Lawson | ||
| Name: | Brian D. Lawson | ||
| Title: | Director | ||