This Schedule 13G 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 Value Equity Holdings, L.P., a Delaware limited partnership (“VE Holdings”), in its capacity as the direct owner of 5,681,992 Shares;

(2) Oaktree Value Equity Fund GP, L.P., a Cayman Islands exempted limited partnership (“VEF GP”), in its capacity as the general partner of VE Holdings;

(3) Oaktree Value Equity Fund GP Ltd., a Cayman Islands exempted company (“VEF Ltd.”), in its capacity as the general partner of VEF GP;

(4) Oaktree Value Equity Fund-SP, L.P., a Delaware limited partnership (“VEF-SP”), in its capacity as the direct owner of 134,451 Shares;

(5) Oaktree Value Equity Fund-SP GP, L.P., a Delaware limited partnership (“VEF-SP GP”), in its capacity as the general partner of VEF-SP;

(6) Oaktree Capital Management, L.P., a Delaware limited partnership (“Management”), in its capacity as the sole director of VEF Ltd. and the general partner of VEF-SP GP;

(7) Oaktree Holdings, Inc., a Delaware corporation (“Holdings”), in its capacity as the general partner of Management;

(8) Oaktree Fund GP I, L.P., a Delaware limited partnership (“GP I”), in its capacity as sole shareholder of VEF Ltd.;

(9) Oaktree Capital I, L.P., a Delaware limited partnership (“Capital I”), in its capacity as the general partner of GP I;

(10) OCM Holdings I, LLC, a Delaware limited liability company (“Holdings I”), in its capacity as the general partner of Capital I;

(11) Oaktree Holdings, LLC, a Delaware limited liability company (“Holdings LLC”) in its capacity as the managing member of Holdings I;

(12) Oaktree Capital Group, LLC, a Delaware limited liability company (“OCG”), in its capacity as the sole shareholder of Holdings and the managing member of Holdings LLC; and

(13) Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (“OCGH”), in its capacity as the duly elected manager of OCG.

 

The principal business address of each of the Reporting Persons is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071.

The information contained in Items 5-9 and 11 of the cover pages of this Schedule 13G is hereby incorporated by reference into this Item 4.

 

VE Holdings is the direct owner of 5,681,992 Shares, constituting approximately 9.7% of the Issuer’s outstanding common stock, and has the sole power to vote and dispose of such securities.

 

VEF GP, in its capacity as the general partner of VE Holdings, has the ability to direct the management of the business of VE Holdings, including the power to vote and dispose of securities held by VE Holdings; therefore, VEF GP may be deemed to beneficially own the Shares held by VE Holdings.

 

VEF Ltd., in its capacity as the general partner of VEF GP, has the ability to direct the management of VEF GP’s business, including the power to vote and dispose of securities held by VE Holdings; therefore, VEF Ltd. may be deemed to have indirect beneficial ownership of the Shares held by VE Holdings.

 

VEF-SP is the direct owner of 134,451 Shares, constituting approximately 0.2% of the Issuer’s outstanding common stock, and has the sole power to vote and dispose of such securities.

 

VEF-SP GP, in its capacity as the general partner of VEF-SP, has the ability to direct the management of VEF-SP’s business, including the power to vote and dispose of securities held by VEF-SP; therefore, VEF-SP GP may be deemed to beneficially own the Shares held by VEF-SP.

 

Management, as the sole director of VEF Ltd., has the ability to direct the management of VEF Ltd., including the power to direct the decisions of VEF Ltd. regarding the vote and disposition of securities held by VE Holdings.  Additionally, Management, in its capacity as the general partner of VEF-SP GP, has the ability to direct the management of VEF-SP GP’s business, including the power to vote and dispose of securities held by VEF-SP.  Therefore, Management may be deemed to have indirect beneficial ownership of the Shares held by each of VE Holdings and VEF-SP.

Holdings, in its capacity as the general partner of Management, has the ability to direct the management of Management’s business, including the power to vote and dispose of securities held by each of VE Holdings and VEF-SP.  Therefore, Holdings may be deemed to have indirect beneficial ownership of the Shares held by each of VE Holdings and VEF-SP.

GP I, in its capacity as the sole shareholder of VEF Ltd., has the ability to appoint and remove the directors of VEF Ltd. and, as such, may indirectly control the decisions of VEF Ltd. regarding the vote and disposition of securities held by VE Holdings; therefore, GP I may be deemed to have indirect beneficial ownership of the Shares held by VE Holdings.

 

Capital I, in its capacity as the general partner of GP I, has the ability to direct the management of GP I’s business, including the power to direct the decisions of GP I regarding the vote and disposition of securities held by VE Holdings; therefore, Capital I may be deemed to have indirect beneficial ownership of the Shares held by VE Holdings.

 

Holdings I, in its capacity as the general partner of Capital I, has the ability to direct the management of Capital I’s business, including the power to direct the decisions of Capital I regarding the voting and disposition of securities held by VE Holdings; therefore, Holdings I may be deemed to have indirect beneficial ownership of the Shares held by VE Holdings.

 

Holdings LLC, in its capacity as the managing member of Holdings I, has the ability to direct the management of Holding I’s business, including the power to direct the decisions of Holdings I regarding the voting and disposition of securities held by VE Holdings; therefore, Holdings LLC may be deemed to have indirect beneficial ownership the Shares held by VE Holdings.

 

OCG, in its capacity as the managing member of Holdings LLC, has the ability to direct the management of Holdings LLC’s business, including the power to direct the decisions of Holdings LLC regarding the vote and disposition of the Shares held by VE Holdings.  Additionally, OCG, in its capacity as the sole shareholder of Holdings, has the ability to appoint and remove directors of Holdings and, as such, may indirectly control the decisions of Holdings regarding the vote and disposition of securities held by VE Holdings and VEF-SP.  Therefore, OCG may be deemed to have indirect beneficial ownership of the Shares held by each of VE Holdings and VEF-SP.

 

OCGH, in its capacity as the duly appointed manager of OCG, has the ability appoint and remove directors of OCG and, as such, may indirectly control the decisions of OCG regarding the vote and disposition of securities held by each of VE Holdings and VEF-SP; therefore, OCGH may be deemed to have indirect beneficial ownership of the Shares held by each of VE Holdings and VEF-SP.

 

Pursuant to Rule 13d-4 of the Exchange Act, the Reporting Persons declare that filing this Schedule 13G 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 Schedule 13G except to the extent of such person’s pecuniary interest in the shares of Common Stock, and except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person.

 

All calculations of percentage ownership herein are based on a total of 58,743,867 Shares as of October 28, 2015, as disclosed on the Form 10-Q.