UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. 11)*

 

 

Runway Growth Finance Corp.

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

(CUSIP Number)

Todd E. Molz

General Counsel, Chief Administrative Officer & Managing Director

Oaktree Capital Group Holdings GP, LLC

333 South Grand Avenue, 28th Floor

Los Angeles, California 90071

(213) 830-6300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 13, 2023

(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-l(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).

 

 

 

(Page 1 of 11 Pages)

   SCHEDULE 13D   
CUSIP No.                       Page 2 of 7

 

 

  1    

  NAME OF REPORTING PERSON

  S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

  OCM Growth Holdings, LLC

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

  (a)  ☐        (b)  ☐

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  OO (See item 3)

  5  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7    

  SOLE VOTING POWER

 

     8  

  SHARED VOTING POWER

 

  17,284,860

     9  

  SOLE DISPOSITIVE POWER

 

   10  

  SHARED DISPOSITIVE POWER

 

  17,284,860

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  17,284,860

12  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  42.67%*

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  OO

 

*

This percentage is calculated based on 40,509,269 shares of Common Stock outstanding as of November 7, 2023, as disclosed by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 7, 2023.

   SCHEDULE 13D   
CUSIP No.                       Page 3 of 7

 

 

  1    

  NAME OF REPORTING PERSON

  S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE 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  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  OO (See item 3)

  5  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7    

  SOLE VOTING POWER

 

     8  

  SHARED VOTING POWER

 

  19,808

     9  

  SOLE DISPOSITIVE POWER

 

   10  

  SHARED DISPOSITIVE POWER

 

  19,808

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  19,808

12  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  0.05%*

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  OO

 

*

This percentage is calculated based on 40,509,269 shares of Common Stock outstanding as of November 7, 2023, as disclosed by the Issuer in its Form 10-Q filed with the SEC on November 7, 2023.

   SCHEDULE 13D   
CUSIP No.                       Page 4 of 7

 

 

  1    

  NAME OF REPORTING PERSON

  S.S. 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 ITEM 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7    

  SOLE VOTING POWER

 

     8  

  SHARED VOTING POWER

 

  17,304,668

     9  

  SOLE DISPOSITIVE POWER

 

   10  

  SHARED DISPOSITIVE POWER

 

  17,304,668

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  17,304,668

12  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  42.72%*

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  OO

 

*

This percentage is calculated based on 40,509,269 shares of Common Stock outstanding as of November 7, 2023, as disclosed by the Issuer in its Form 10-Q filed with the SEC on November 7, 2023.

   SCHEDULE 13D   
CUSIP No.                       Page 5 of 7

 

 

  1    

  NAME OF REPORTING PERSON

  S.S. 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 ITEM 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7    

  SOLE VOTING POWER

 

     8  

  SHARED VOTING POWER

 

  17,304,668

     9  

  SOLE DISPOSITIVE POWER

 

   10  

  SHARED DISPOSITIVE POWER

 

  17,304,668

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  17,304,668

12  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  42.72%*

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  OO

 

*

This percentage is calculated based on 40,509,269 shares of Common Stock outstanding as of November 7, 2023, as disclosed by the Issuer in its Form 10-Q filed with the SEC on November 7, 2023.

   SCHEDULE 13D   
CUSIP No.                       Page 6 of 7

 

 

  1    

  NAME OF REPORTING PERSON

  S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

  Brookfield Corporation

  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 ITEM 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Ontario, Canada

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7    

  SOLE VOTING POWER

 

     8  

  SHARED VOTING POWER

 

  17,304,668

     9  

  SOLE DISPOSITIVE POWER

 

   10  

  SHARED DISPOSITIVE POWER

 

  17,304,668

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  17,304,668

12  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  42.72%*

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  OO

 

*

This percentage is calculated based on 40,509,269 shares of Common Stock outstanding as of November 7, 2023, as disclosed by the Issuer in its Form 10-Q filed with the SEC on November 7, 2023.

   SCHEDULE 13D   
CUSIP No.                       Page 7 of 7

 

 

  1    

  NAME OF REPORTING PERSON

  S.S. 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 ITEM 2(D) OR 2(E)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Ontario, Canada

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7    

  SOLE VOTING POWER

 

     8  

  SHARED VOTING POWER

 

  17,304,668

     9  

  SOLE DISPOSITIVE POWER

 

   10  

  SHARED DISPOSITIVE POWER

 

  17,304,668

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  17,304,668

12  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  42.72%*

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  OO

 

*

This percentage is calculated based on 40,509,269 shares of Common Stock outstanding as of November 7, 2023, as disclosed by the Issuer in its Form 10-Q filed with the SEC on November 7, 2023.

This Amendment No. 11 to Schedule 13D (this “Schedule 13D/A”) amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission on December 28, 2016 (the “Schedule 13D”), Amendment No. 1 to Schedule 13D (“Amendment No. 1”) filed with the Securities and Exchange Commission on April 21, 2017, Amendment No. 2 to Schedule 13D (“Amendment No. 2”) filed with the Securities and Exchange Commission on June 15, 2017, Amendment No. 3 to Schedule 13D (“Amendment No. 3”) filed with the Securities and Exchange Commission on September 7, 2017, Amendment No. 4 to Schedule 13D (“Amendment No. 4”) filed with the Securities and Exchange Commission on December 12, 2017, Amendment No. 5 to Schedule 13D (“Amendment No. 5”) filed with the Securities and Exchange Commission on October 3, 2019, Amendment No. 6 to Schedule 13D (“Amendment No. 6”) filed with the Securities and Exchange Commission on December 20, 2019, Amendment No. 7 to Schedule 13D (“Amendment No. 7”) filed with the Securities and Exchange Commission on August 24, 2020, Amendment No. 8 to Schedule 13D (“Amendment No. 8”) filed with the Securities and Exchange Commission on October 19, 2020, Amendment No. 9 to Schedule 13D (“Amendment No. 9”) filed with the Securities and Exchange Commission on February 23, 2022 and Amendment No. 10 to Schedule 13D (“Amendment No. 10”) filed with the Securities and Exchange Commission on July 6, 2023 with respect to shares of the common stock, par value $0.01 per share (“Common Stock”), of Runway Growth Finance Corp., a Maryland corporation (the “Issuer”). The address of the principal executive office of the Issuer is Runway Growth Finance Corp., 205 N. Michigan Ave, Stuie 4200, Chicago, IL 60601. Unless otherwise indicated, each capitalized term used but not otherwise defined herein shall have the meaning assigned to such term in the Schedule 13D. From and after the date hereof, all references in the Schedule 13D to the Schedule 13D or terms of similar import shall be deemed to refer to the Schedule 13D as amended and supplemented by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10 and this Schedule 13D/A.

Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Statement.

Item 2. Identity and Background

(a)-(c) & (f)

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

 

  1)

OCM Growth Holdings, LLC, a Delaware limited liability company (the “OCM Growth”), whose principal business is to invest in securities;

 

  2)

Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., a Delaware limited partnership (“Fund Xb Delaware”), whose principal business is to invest in securities;

  3)

Oaktree Capital Group, LLC, a Delaware limited liability company (“OCG”), whose principal business is to act as the holding company and controlling entity of each of the general partner and investment adviser of certain investment funds and separately managed accounts, in its capacity as the managing member of Holdings;

 

  4)

Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (“OCGH GP,” and together with OCM Growth, Fund Xb Delaware, and OCG, the “Oaktree Entities”), whose principal business is to serve as, and perform the functions of, the indirect owner of the class B units of OCG, in its capacity as such;

 

  5)

Brookfield Corporation, an Ontario corporation (“BN”), as the indirect owner of the Class A units of OCG, in its capacity as such; and

 

  6)

BAM Partners Trust, a trust formed under the laws of Ontario, in its capacity as the sole owner of Class B Limited Voting Shares of BN.

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

The principal business address of each of the Oaktree Entities and Covered Persons is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071. The principal business address of each of BAM Partners Trust and Brookfield Corporation is Brookfield Place, Suite 300, 181 Bay St. P.O. Box 762, Toronto, Ontario A6 M5J 2T3.

(d) – (e)

During the last five years, none of the Reporting Persons, or to the best of their knowledge, any Covered Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is amended and supplemented by adding the following information to Item 3:

Since the filing of Amendment No. 10, OCM Growth and Fund Xb Delaware entered into an underwriting agreement, dated as of November 13, 2023 by and among the Issuer, OCM Growth, Fund Xb Delaware, and Wells Fargo Securities, LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc. and UBS Securities LLC, as representatives of the several underwriters named in Schedule A thereto, pursuant to which OCM Growth and Fund Xb Delaware agreed to sell an aggregate of 3,750,000 shares of the Issuer’s Common Stock in an underwritten secondary offering and to grant the underwriters an option to purchase up to an additional 562,500 shares of the Issuer’s Common Stock at a purchase price of $12.0576 per share. Closing of the sale of the Issuer’s Common Stock pursuant to such underwriting agreement is anticipated to close on November 16, 2023.

Item 5. Interest in Securities of the Issuer

(a) and (b).

The information contained on the cover page of this Schedule 13D is incorporated by reference.

OCM Growth directly holds the Issuer’s Common Stock and has shared power to vote and dispose of the Issuer’s Common Stock.

Fund Xb Delaware directly holds the Issuer’s Common Stock and has shared power to vote and dispose of the Issuer’s Common Stock.

OCG, in its capacity as the indirect manager of OCM Growth and Fund Xb Delaware, may be deemed to have indirect beneficial ownership of the shares of Common Stock held by OCM Growth and Fund Xb Delaware.

OCGH GP, in its capacity as the indirect owner of the class B units of OCG, has the ability to appoint and remove certain directors of OCG and, as such, may indirectly control the decisions of OCG regarding the vote and disposition of securities held by OCM Growth and Fund Xb Delaware.

BN, in its capacity as the indirect owner of class A units of OCG, may be deemed to have indirect beneficial ownership of the Shares held by OCM Growth and Fund Xb Delaware.

BAM Partners Trust, in its capacity as the sole owner of Class B Limited Voting Shares of BN, has the ability to appoint and remove certain directors of BN and, as such, may indirectly control the decisions of BN regarding the vote and disposition of securities held by OCM Growth and Fund Xb Delaware; therefore BAM Partners Trust may be deemed to have indirect beneficial ownership of the Shares held by OCM Growth and Fund Xb Delaware.

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

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons, other than OCM Growth and Fund Xb Delaware, that it is the beneficial owner of any of the Common Stock referred to herein for the purposes of Section 13(d) of the Act, or for any other purpose, and, except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person, other than OCM Growth and Fund Xb Delaware.

To the knowledge of the Reporting Persons, none of the Covered Persons directly owns any shares of Common Stock; provided, however, that because of each Covered Person’s status as an investment manager, manager, general partner, director, executive officer or member of a Reporting Person, a Covered Person may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by such Reporting Person. Except to the extent of their pecuniary interest, each of the Covered Persons disclaims beneficial ownership of the shares of the Issuer’s Common Stock reported herein and the filing of this Schedule 13D shall not be construed as an admission that any such Covered Person is the beneficial owner of any securities covered by this statement.

(c), (d) and (e)

Not applicable.

Item 7. Material to Be Filed as Exhibits

The following are filed herewith as Exhibits to this Schedule 13D:

 

Exhibit 99.1(1)-

   Subscription Agreement dated December 15, 2016 between OCM Growth Holdings LLC and GSV Growth Credit Fund Inc.

Exhibit 99.2(2)-

   Additional Member Agreement dated December 15, 2016 between OCM Growth Holdings LLC and GSV Growth Credit LLC.

Exhibit 99.3(3)-

   Operating Agreement of GSV Growth Credit LLC dated December 15, 2016.

Exhibit 99.4(4)-

   Proxy dated December 15, 2016 between OCM Growth Holdings LLC and GSV Growth Credit Fund Inc .

Exhibit 99.5(5)-

   Stockholder Agreement dated December 15, 2015 between OCM Growth Holdings LLC and GSV Growth Credit Fund Inc.

Exhibit 99.6(6)-

   Articles of Amendment and Restatement of GSV Growth Credit Fund Inc., dated December 14, 2016, setting forth the terms of its common stock.

Exhibit 99.7(7)-

   Agreement Required for Joint Filing by Rule 13d—1(k)(1) under the Securities Exchange Act of 1934, as amended.

Exhibit 99.8(7)-

   10b5-1 Purchase Plan agreement, dated as of November 30, 2021, by and between OCM Growth and JPM.

 

 

 

(1)

Incorporated by reference to Exhibit 99.1 of our Schedule 13D filed with the Commission on December 28, 2016.

(2)

Incorporated by reference to Exhibit 99.2 of our Schedule 13D filed with the Commission on December 28, 2016.

(3)

Incorporated by reference to Exhibit 99.3 of our Schedule 13D filed with the Commission on December 28, 2016.

(4)

Incorporated by reference to Exhibit 99.4 of our Schedule 13D filed with the Commission on December 28, 2016.

(5)

Incorporated by reference to Exhibit 99.5 of our Schedule 13D filed with the Commission on December 28, 2016.

(6)

Incorporated by reference to Exhibit 99.6 of our Schedule 13D filed with the Commission on December 28, 2016.

(7)

Incorporated by reference to Exhibit 99.7 of our Schedule 13D filed with the Commission on February 23, 2022.

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 November 16, 2023

 

OCM GROWTH HOLDINGS, LLC
By:   Oaktree Fund GP, LLC
Its:   Manager
By:   Oaktree Fund GP I, L.P.
Its:   Managing Member
By:   /s/ Henry Orren
Name:   Henry Orren
Title:   Senior Vice President
OAKTREE OPPORTUNITIES FUND XB HOLDINGS (DELAWARE), L.P.
Oaktree Fund GP, LLC Manager
Oaktree Fund GP I, L.P. Managing Member
/s/ Henry Orren
Henry Orren
Senior Vice President
OAKTREE CAPITAL GROUP, LLC
By:   /s/ Henry Orren
Name:   Henry Orren
Title:   Senior Vice President
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
By:   /s/ Henry Orren
Name:   Henry Orren
Title:   Senior Vice President
BROOKFIELD CORPORATION
By:   /s/ Kathy Sarpash
Name:   Kathy Sarpash

Title:

  

Managing Director, Legal & Regulatory

BAM PARTNERS TRUST
By:   /s/ Kathy Sarpash
Name:   Kathy Sarpash
Title:   Secretary

Annex A – Covered Persons

Each of the individuals identified in this Annex A disclaim beneficial ownership over the Common Stock reported herein.

Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC

 

Name

   

Principal Occupation

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

Brookfield Corporation

 

Name and Position of Officer or
Director

   

Principal Business Address

   

Principal Occupation or
Employment

   

Citizenship

M. Elyse Allan,

Director

   

181 Bay Street, Suite 100,

Toronto, Ontario M5J 2T3,

Canada

    Corporate Director    Canada and U.S.A.

Jeffrey M. Blidner,

Director and Vice Chair

   

181 Bay Street, Suite 100,

Toronto, Ontario M5J 2T3,

Canada

    Vice Chair, Brookfield Corporation    Canada

Angela F. Braly,

Director

   

250 Vesey Street, 15th Fl

New York, NY 10281-1023,

U.S.A.

    Corporate Director    U.S.A.

Jack L. Cockwell,

Director

   

51 Yonge Street, Suite 400

Toronto, Ontario M5E 1J1,

Canada

    Chair of Brookfield Partners Foundation    Canada

Maureen Kempston Darkes,

Director

   

181 Bay Street, Suite 100,

Toronto, Ontario M5J 2T3,

Canada

    Corporate Director    Canada

Janice Fukakusa,

Director

   

181 Bay Street, Suite 100,

Toronto, Ontario M5J 2T3,

Canada

    Corporate Director    Canada

Bruce Flatt,

Director, Chief Executive Officer

   

One Canada Square, Level

25 Canary Wharf, London

E14 5AA U.K.

   

Chief Executive Officer,

Brookfield Asset Management

and Brookfield Corporation

    Canada

Brian D. Lawson,

Director and Vice Chair

   

181 Bay Street, Suite 100,

Toronto, Ontario M5J 2T3,

Canada

   

Vice Chair, Brookfield

Corporation

    Canada

Howard S. Marks,

Director

   

Oaktree Capital

Management, L.P., 333 S.

Grand Avenue, 28th Floor,

Los Angeles, CA 90071,

U.S.A.

   

Co-Chairman, Oaktree Capital

Management Inc.

    U.S.A.

The Honourable Frank J. McKenna,

Director

   

TDCT Tower

161 Bay Street, 35th Fl

Toronto, Ontario

M5J 2T2, Canada

   

Chair of Brookfield Corporation

and Deputy Chair of TD Bank

Group, Wholesale

    Canada

Rafael Miranda,

Director

   

C/Santiago de Compostela

100 28035 Madrid, Spain

    Corporate Director    Spain

Lord Augustine Thomas O’Donnell,

Director

   

One Canada Square, Level

25 Canary Wharf, London

E14 5AA U.K

    Corporate Director    United Kingdom

Hutham S. Olayan,

Director

   

250 Vesey Street, 15th Fl

New York, NY 10281-1023,

U.S.A.

    Chair of Olayan Group    U.S.A. and Saudi Arabia

Diana L. Taylor,

Director

   

c/o Bloomberg

Philanthropies, 25 East 78th

Street, New York, N.Y. 10075

    Corporate Director    U.S.A.

Nicholas H. Goodman,

President and Chief Financial Officer

   

181 Bay Street, Suite 100,

Toronto, Ontario M5J 2T3,

Canada

   

President and Chief Financial

Officer, Brookfield Corporation

    United Kingdom

BAM Class B Partners Inc. as Trustees of BAM Partners Trust

 

Name and Position of Officer or
Director

   

Principal Business Address

   

Principal Occupation or
Employment

   

Citizenship

Jack L. Cockwell,

Director and Vice President

   

51 Yonge Street, Suite 100,

Toronto, Ontario M5E 1J1, Canada

    Chair of Brookfield Partners Foundation    Canada

Bruce Flatt,

Director and Vice President

   

One Canada Square, Level 25 Canary Wharf, London

E14 5AA U.K.-

    Chief Executive Officer, Brookfield Asset Management and Brookfield Corporation    Canada

Brian D. Lawson,

Director and President

   

181 Bay Street, Suite 100,

Toronto, Ontario M5J 2T3,

Canada

    Vice Chair, Brookfield Corporation    Canada

Kathy Sarpash,

Secretary

   

181 Bay Street, Suite 100,

Toronto, Ontario M5J 2T3,

Canada

    Managing Director – Legal & Regulatory of Brookfield Asset Management    Canada

Brookfield Asset Management Ltd.

 

Name and Position of Officer or
Director

   

Principal Business Address

   

Principal Occupation or
Employment

   

Citizenship

Mark Carney,

Director and Head of Transition Investing

   

181 Bay Street, Suite 100,

Toronto, Ontario M5J 2T3,

Canada

    Chair of the Board and Head of Transition Investing    Canada

Satish Rai,

Director

   

181 Bay Street, Suite 100,

Toronto, Ontario M5J 2T3,

Canada

    Corporate Director    Canada

Marcel R. Coutu,

Director

   

181 Bay Street, Suite 100,

Toronto, Ontario M5J 2T3,

Canada

    Corporate Director    Canada

Olivia (Liv) Garfield,

Director

   

One Canada Square, Level 25

Canary Wharf, London

E14 5AA U.K.

    Chief Executive, Severn Trent PLC    United Kingdom

Nili Gilbert,

Director

   

250 Vesey Street, 15th Floor,

New York, NY 10281-1023,

U.S.A.

    Vice-Chair, Carbon Direct LLC    U.S.A.

Keith Johnson,

Director

   

250 Vesey Street, 15th Floor,

New York, NY 10281-1023,

U.S.A.

    Senior Managing Director, Sequoia Heritage    U.S.A.

Allison Kirkby,

Director

   

One Canada Square, Level

25 Canary Wharf, London

E14 5AA U.K.

    President and Chief Executive Officer, Telia Company AB    United Kingdom

Diana Noble,

Director

   

One Canada Square, Level

25 Canary Wharf, London

E14 5AA U.K.

    Founder, Kirkos Partners    United Kingdom

Bruce Flatt,

Director,

Chief Executive Officer

   

One Canada Square, Level

25 Canary Wharf, London

E14 5AA U.K.

    Chief Executive Officer, Brookfield Asset Management and Brookfield Corporation    Canada

Brian W. Kingston,

Director, Managing Partner,

Chief Executive Officer of Real Estate

   

250 Vesey Street, 15th Floor,

New York, NY 10281-1023,

U.S.A.

    Managing Partner, Chief Executive Officer of Real Estate    Canada

Cyrus Madon,

Director, Managing Partner, Chief Executive Officer of Private Equity

   

181 Bay Street, Suite 100,

Toronto, Ontario M5J 2T3,

Canada

    Managing Partner, Chief Executive Officer of Private Equity    Canada

Samuel J.B. Pollock,

Director, Managing Partner,

Chief Executive Officer of Infrastructure

   

181 Bay Street, Suite 100,

Toronto, Ontario M5J 2T3,

Canada

    Managing Partner, Chief Executive Officer of Infrastructure    Canada

Bahir Manios,

Managing Partner,

Chief Financial Officer

   

181 Bay Street, Suite 100,

Toronto, Ontario M5J 2T3,

Canada

    Managing Partner, Chief Financial Officer    Canada

Connor Teskey,

Managing Partner, President and

Chief Executive Officer of

Renewable Power & Transition

   

One Canada Square, Level 25

Canary Wharf, London

E14 5AA U.K.

    Managing Partner, President and Chief Executive Officer of Renewable Power & Transition    Canada

Craig Noble,

Managing Partner,

Chief Executive Officer of Alternative Investments

   

181 Bay Street, Suite 100,

Toronto, Ontario M5J 2T3,

Canada

    Managing Partner, Chief Executive Officer of Alternative Investments    Canada
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