Amendment No. 9 to Schedule 13D
This Amendment No. 9 (Amendment No. 9) amends and supplements the Schedule 13D originally filed with the Securities and Exchange
Commission on October 17, 2016, as amended by Amendment No. 1 through Amendment No. 8 (as so amended, the Schedule 13D). Except as set forth herein, the Schedule 13D remains in full force and effect. Each capitalized term
used but not defined herein has the meaning ascribed to such term in the Schedule 13D.
Item 2.
|
Identity and Background
|
Items 2(a) - (c) and (f) of the Schedule 13D are hereby amended and supplemented by the following:
On April 6, 2021, Partners Limited, a Canadian corporation and one of the Reporting Persons, transferred the Class B Limited Voting Shares of
Brookfield Asset Management Inc. (BAM), another Reporting Person, to BAM Partners Trust, a trust formed under the laws of Ontario, Canada, who is now the sole owner of such Class B Limited Voting Shares of BAM. The address of the
principal business and office of BAM Partners Trust is Brookfield Place, 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada.
From and after the
date of this Amendment No. 9, all references to Reporting Persons in the Schedule 13D shall include BAM Partners Trust and exclude Partners Limited.
The Reporting Persons have entered into a joint filing agreement, dated as of July 2, 2021, a copy of which is attached hereto
as Exhibit 99.1.
Items 2(d) and (e) of the Schedule 13D are hereby amended and supplemented by adding the
following:
During the last five years, BAM Partners Trust: (i) has not been convicted in a criminal proceeding; or (ii) has not been a party to
a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 6.
|
Contracts, Arrangements, Understandings or Relations With Respect to Securities of the Issuer
|
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following:
On the dates set forth below, each of Oaktree Huntington Investment Fund II, L.P. (OHIF II) and Oaktree Fund GP, LLC (Oaktree Fund GP and
together with OHIF II, the Trading Funds) entered into separate cash-settled total return swaps (collectively, the Cash-Settled Swaps) with respect to the Common Shares of the Issuer outstanding as set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OHIF II
|
|
|
Oaktree Fund GP
|
|
|
Execution Price
|
|
May 17, 2021
|
|
|
76,709
|
|
|
|
387,823
|
|
|
$
|
12.50
|
|
May 18, 2021
|
|
|
8,680
|
|
|
|
43,838
|
|
|
$
|
12.67
|
|
May 19, 2021
|
|
|
36,490
|
|
|
|
184,464
|
|
|
$
|
12.36
|
|
May 26, 2021
|
|
|
39,173
|
|
|
|
198,027
|
|
|
$
|
12.51
|
|
June 28, 2021
|
|
|
31,427
|
|
|
|
158,873
|
|
|
$
|
12.24
|
|
June 29, 2021
|
|
|
31,394
|
|
|
|
158,706
|
|
|
$
|
12.24
|
|
June 30, 2021
|
|
|
11,395
|
|
|
|
57,605
|
|
|
$
|
12.25
|
|
July 1, 2021
|
|
|
12,667
|
|
|
|
64,033
|
|
|
$
|
12.25
|
|
Total
|
|
|
247,935
|
|
|
|
1,253,369
|
|
|
|
|
|
The Cash-Settled Swaps represent economic exposure comparable to approximately 0.24% and 1.19%, respectively, of the Common
Shares outstanding. Collectively, the Cash-Settled Swaps represent economic exposure comparable to an interest in approximately 1.42% of the Common Shares outstanding. The percentages set forth herein are based upon a total of 105,499,393 Common
Shares of the Issuer issued and outstanding as of May 7, 2021, as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended April 3, 2021.