|
|
|
|
|
CUSIP No. 67401P 108
|
|
13D
|
|
Page
9
of 13 Pages
|
This statement on Schedule 13D originally filed with the Securities and Exchange Commission
on July 21, 2017 (the Original Statement) by Oaktree Capital Management, L.P. (Oaktree) and the other persons named therein, as amended and supplemented by Amendment No. 1 to Schedule 13D filed with
the Securities and Exchange Commission on November 1, 2017 (Amendment No. 1) and Amendment No. 2 to Schedule 13D filed with the Securities and Exchange Commission on May 14, 2019
(Amendment No. 2 and, together with the Original Statement and Amendment No. 1, the Prior Statements), is hereby amended and supplemented by this Amendment No. 3 to Schedule 13D.
Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in the Prior Statements. Except as otherwise provided herein, each Item of the Prior Statements remains unchanged.
Item 2.
|
Identity and Background
|
Item 2 of the Prior Statements is hereby amended and restated in its entirety as follows:
(a) - (c) and (f)
This Schedule 13D is being filed jointly, pursuant to a second amended and restated joint filing agreement, by (i) Oaktree, a Delaware
limited partnership and a registered investment adviser under the Investment Advisers Act of 1940, as amended, whose principal business is to provide investment advisory services to investment funds and accounts; (ii) Oaktree Capital Management
GP, LLC, a Delaware limited liability company (OCM GP LLC), whose principal business is to serve as, and perform the functions of, the general partner of Oaktree; (iii) Atlas OCM Holdings, LLC, a Delaware limited liability
company (Atlas OCM Holdings), 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;
(iv) Oaktree Capital Group, LLC, a Delaware limited liability company (OCG), whose principal business is to act as the holding company and controlling entity of the general partner of certain investment funds and separately
managed accounts; (v) Oaktree Capital I, L.P., a Delaware limited partnership (Oaktree Capital I), whose principal business is to serve as, and perform the functions of, the general partner of Oaktree Fund GP I, L.P. and to
invest in securities; (vi) OCM Holdings I, LLC, a Delaware limited liability company (Holdings I), whose principal business is to serve as, and perform the functions of, the general partner of Oaktree Capital I and to hold
limited partnership interests in Oaktree Capital I; and (vii) Oaktree Holdings, LLC, a Delaware limited liability company (Holdings and, together with Oaktree, OCM GP LLC, Atlas OCM Holdings, OCG, Oaktree Capital I and
Holdings I, the Reporting Persons), whose principal business is to serve as, and perform the functions of, the managing member of Holdings I.
The Reporting Persons have entered into a second amended and restated joint filing agreement, dated as of November 27, 2019, a copy of
which is attached hereto as Exhibit 1.
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 Annex A is incorporated by reference into this Item 2. 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 Reporting Persons and each Covered Person is c/o Oaktree Capital Group, LLC, 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071.
(d) and (e)
During the
last five years, none of the Reporting Persons and, to the best of their knowledge, none of the 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 proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 5.
|
Interest in Securities of the Issuer
|
Items 5(a) 5(c) of the Prior Statements are amended and restated in their entirety as follows:
As a result of the Voting Agreement described in Item 6 of the Original Statement and Item 3 of Amendment No. 2 among Oaktree and the
Tannenbaum Stockholders, Oaktree may be deemed to be beneficially own 21,873,884, or approximately 15.5%, of the issued and outstanding shares of Common Stock, which shares of Common Stock are held by the Tannenbaum Stockholders (the
Tannenbaum Shares).