Howard Marks of Oaktree Capital is already making his mark on Banner Corporation (NASDAQ:BANR), his biggest stock purchase in the fourth quarter of 2015. Mr. Marks opened a 2.60 million-share position in the company during the quarter, which has remained unchanged thus far in 2016 according to a recent 13D filing with the SEC. The filing shows that Mr. Marks has requested the company to appoint Doyle L. Arnold, the retired former Vice Chairman and CFO of Zions Bancorporation (NASDAQ:ZION), to Banner Corporation’s Board. In addition, the fund said it entered into a Board Designee Agreement with Mr. Arnold. Under the terms of the agreement, Mr. Doyle, who was appointed to the board effective March 1, will conduct his activity independently of Oaktree.
Item 6 of the filing was amended to reflect the following updates:
“On February 18, 2016, the Investors requested that Doyle L. Arnold (the Initial Board Designee) be appointed to the Companys Board of Directors (the Board of Directors) pursuant to the Investment Agreement.
On February 19, 2016, the Investors entered into an agreement with the Initial Board Designee (the Board Designee Agreement) pursuant to which the Investors agree to pay the Initial Board Designee an annual stipend of $30,000 per year for serving as the Board Designee, commencing on the date of election to the Board of Directors and continuing until the earlier of (a) the Investors or the Initial Board Designee terminates the Board Designee Agreement upon thirty days prior written notice to the other party and (b) the Initial Board Designees resignation or removal from the Board of Directors. The Board Designee Agreement provides that the Initial Board Designee agrees to keep confidential any material non-public or other confidential information concerning the employees, organization, business or finances of the Company or any of its affiliates, subject to certain customary exceptions. The Board Designee Agreement further provides that the Initial Board Designee agrees to conduct his activities and make decisions in his capacity as a director of the Company independently of the Investors.
The Board of Directors appointed the Initial Board Designee to the Board, effective March 1, 2016.”
You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Oaktree Principal Fund V (Delaware) | 0 | 2,232,531 | 0 | 2,232,531 | 2,232,531 | 6.52% |
| Oaktree Fund GP | 0 | 2,232,531 | 0 | 2,232,531 | 2,232,531 | 6.52% |
| Oaktree Fund GP I | 0 | 2,232,531 | 0 | 2,232,531 | 2,232,531 | 6.52% |
| Oaktree Capital I | 0 | 2,232,531 | 0 | 2,232,531 | 2,232,531 | 6.52% |
| OCM Holdings I | 0 | 2,232,531 | 0 | 2,232,531 | 2,232,531 | 6.52% |
| Oaktree Holdings | 0 | 2,232,531 | 0 | 2,232,531 | 2,232,531 | 6.52% |
| Oaktree Capital Group | 0 | 2,232,531 | 0 | 2,232,531 | 2,232,531 | 6.52% |
| Oaktree Capital Group Holdings GP | 0 | 2,598,988 | 0 | 2,598,988 | 2,598,988 | 7.59% |
| Oaktree FF Investment Fund AIF (Delaware) | 0 | 366,457 | 0 | 366,457 | 366,457 | 1.07% |
| Oaktree Fund AIF Series | 0 | 366,457 | 0 | 366,457 | 366,457 | 1.07% |
| Oaktree Fund GP AIF | 0 | 366,457 | 0 | 366,457 | 366,457 | 1.07% |
| Oaktree Fund GP III | 0 | 366,457 | 0 | 366,457 | 366,457 | 1.07% |
| Oaktree AIF Investments | 0 | 366,457 | 0 | 366,457 | 366,457 | 1.07% |
| Oaktree AIF Holdings, Inc | 0 | 366,457 | 0 | 366,457 | 366,457 | 1.07% |
| Oaktree Capital Group Holdings | 0 | 366,457 | 0 | 366,457 | 366,457 | 1.07% |
Follow Howard Marks's Oaktree Capital Management
Page 1 of 21 SEC Filing
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| UNITED STATES |
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| SECURITIES AND EXCHANGE COMMISSION |
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| Washington, D.C. 20549 |
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| SCHEDULE 13D/A |
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(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)
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Banner Corporation
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
06652V208
(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)
February 25, 2016
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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).
