Filing Details
- Accession Number:
- 0000950142-16-004589
- Form Type:
- 13G Filing
- Publication Date:
- 2016-10-13 21:31:10
- Filed By:
- Oaktree Capital Management
- Company:
- Bellatrix Exploration Ltd. (NYSE:BXE)
- Filing Date:
- 2016-10-14
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Oaktree Value Opportunities Fund | 18,750,000 | 18,750,000 | 18,750,000 | 8.8% | ||
| Oaktree Value Opportunities Fund GP | 18,750,000 | 18,750,000 | 18,750,000 | 8.8% | ||
| Oaktree Value Opportunities Fund GP Ltd | 18,750,000 | 18,750,000 | 18,750,000 | 8.8% | ||
| Oaktree Fund GP I | 18,750,000 | 18,750,000 | 18,750,000 | 8.8% | ||
| Oaktree Capital I | 18,750,000 | 18,750,000 | 18,750,000 | 8.8% | ||
| OCM Holdings I | 18,750,000 | 18,750,000 | 18,750,000 | 8.8% | ||
| Oaktree Holdings | 18,750,000 | 18,750,000 | 18,750,000 | 8.8% | ||
| Oaktree Capital Management | 18,750,000 | 18,750,000 | 18,750,000 | 8.8% | ||
| Oaktree Holdings, Inc | 18,750,000 | 18,750,000 | 18,750,000 | 8.8% | ||
| Oaktree Capital Group | 18,750,000 | 18,750,000 | 18,750,000 | 8.8% | ||
| Oaktree Capital Group Holdings GP | 18,750,000 | 18,750,000 | 18,750,000 | 8.8% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
| BELLATRIX EXPLORATION LTD. |
| (Name of Issuer) |
| |
| COMMON SHARES |
| (Title of Class of Securities) |
| |
| 078314101 |
| (CUSIP Number) |
| |
| October 4, 2016 |
| (Date of Event which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed. | |
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
*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).
| CUSIP No. 078314101 | SCHEDULE 13G | Page 2 of 20 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Value Opportunities Fund, L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 18,750,000 (1) |
| 6 | SHARED VOTING POWER None | |
| 7 | SOLE DISPOSITIVE POWER 18,750,000 (1) | |
| 8 | SHARED DISPOSITIVE POWER None |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,750,000 (1) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.8% (2) | |
| 12 | TYPE OF REPORTING PERSON PN |
| (1) | In its capacity as the direct owner of 18,750,000 Common Shares of the Issuer. |
| (2) | All calculations of percentage ownership are based on a total of 212,511,486 Common Shares outstanding as of June 30, 2016, as disclosed in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on August 10, 2016 (the “Form 6-K”). |
| CUSIP No. 078314101 | SCHEDULE 13G | Page 3 of 20 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Value Opportunities Fund GP, L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 18,750,000 (1) |
| 6 | SHARED VOTING POWER None | |
| 7 | SOLE DISPOSITIVE POWER 18,750,000 (1) | |
| 8 | SHARED DISPOSITIVE POWER None |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,750,000 (1) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.8% | |
| 12 | TYPE OF REPORTING PERSON PN |
| (1) | Solely in its capacity as the general partner of Oaktree Value Opportunities Fund, L.P. |
| CUSIP No. 078314101 | SCHEDULE 13G | Page 4 of 20 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Value Opportunities Fund GP Ltd. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 18,750,000 (1) |
| 6 | SHARED VOTING POWER None | |
| 7 | SOLE DISPOSITIVE POWER 18,750,000 (1) | |
| 8 | SHARED DISPOSITIVE POWER None |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,750,000 (1) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.8% | |
| 12 | TYPE OF REPORTING PERSON OO |
| (1) | Solely in its capacity as the general partner of Oaktree Value Opportunities Fund GP, L.P. |
| CUSIP No. 078314101 | SCHEDULE 13G | Page 5 of 20 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Fund GP I, L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 18,750,000 (1) |
| 6 | SHARED VOTING POWER None | |
| 7 | SOLE DISPOSITIVE POWER 18,750,000 (1) | |
| 8 | SHARED DISPOSITIVE POWER None |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,750,000 (1) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.8% | |
| 12 | TYPE OF REPORTING PERSON PN |
| (1) | Solely in its capacity as the sole shareholder of each of Oaktree Value Opportunities Fund GP Ltd. |
| CUSIP No. 078314101 | SCHEDULE 13G | Page 6 of 20 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Capital I, L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 18,750,000 (1) |
| 6 | SHARED VOTING POWER None | |
| 7 | SOLE DISPOSITIVE POWER 18,750,000 (1) | |
| 8 | SHARED DISPOSITIVE POWER None |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,750,000 (1) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.8% | |
| 12 | TYPE OF REPORTING PERSON PN |
| (1) | Solely in its capacity as the general partner of Oaktree Fund GP I, L.P. |
| CUSIP No. 078314101 | SCHEDULE 13G | Page 7 of 20 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON OCM Holdings I, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 18,750,000 (1) |
| 6 | SHARED VOTING POWER None | |
| 7 | SOLE DISPOSITIVE POWER 18,750,000 (1) | |
| 8 | SHARED DISPOSITIVE POWER None |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,750,000 (1) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.8% | |
| 12 | TYPE OF REPORTING PERSON OO |
| (1) | Solely in its capacity as the general partner of Oaktree Capital I, L.P. |
| CUSIP No. 078314101 | SCHEDULE 13G | Page 8 of 20 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Holdings, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 18,750,000 (1) |
| 6 | SHARED VOTING POWER None | |
| 7 | SOLE DISPOSITIVE POWER 18,750,000 (1) | |
| 8 | SHARED DISPOSITIVE POWER None |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,750,000 (1) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.8% | |
| 12 | TYPE OF REPORTING PERSON OO |
| (1) | In its capacity as the managing member of OCM Holdings I, LLC. |
| CUSIP No. 078314101 | SCHEDULE 13G | Page 9 of 20 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Capital Management, L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 18,750,000 (1) |
| 6 | SHARED VOTING POWER None | |
| 7 | SOLE DISPOSITIVE POWER 18,750,000 (1) | |
| 8 | SHARED DISPOSITIVE POWER None |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,750,000 (1) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.8% | |
| 12 | TYPE OF REPORTING PERSON PN |
| (1) | In its capacity as the sole director of Oaktree Value Opportunities Fund GP Ltd. |
| CUSIP No. 078314101 | SCHEDULE 13G | Page 10 of 20 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Holdings, Inc. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 18,750,000 (1) |
| 6 | SHARED VOTING POWER None | |
| 7 | SOLE DISPOSITIVE POWER 18,750,000 (1) | |
| 8 | SHARED DISPOSITIVE POWER None |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,750,000 (1) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.8% | |
| 12 | TYPE OF REPORTING PERSON CO |
| (1) | Solely in its capacity as the general partner of Oaktree Capital Management, L.P. |
| CUSIP No. 078314101 | SCHEDULE 13G | Page 11 of 20 |
| 1 | NAME OF REPORTING PERSON 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) o (b) o |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 18,750,000 (1) |
| 6 | SHARED VOTING POWER None | |
| 7 | SOLE DISPOSITIVE POWER 18,750,000 (1) | |
| 8 | SHARED DISPOSITIVE POWER None |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,750,000 (1) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.8% | |
| 12 | TYPE OF REPORTING PERSON OO |
| (1) | Solely in its capacity as the managing member of Oaktree Holdings, LLC and as the sole shareholder of Oaktree Holdings, Inc. |
| CUSIP No. 078314101 | SCHEDULE 13G | Page 12 of 20 |
| 1 | NAME OF REPORTING PERSON 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) o (b) o |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 18,750,000 (1) |
| 6 | SHARED VOTING POWER None | |
| 7 | SOLE DISPOSITIVE POWER 18,750,000 (1) | |
| 8 | SHARED DISPOSITIVE POWER None |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,750,000 (1) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.8% | |
| 12 | TYPE OF REPORTING PERSON OO |
| (1) | Solely in its capacity as the duly elected manager of Oaktree Capital Group, LLC. |
| CUSIP No. 078314101 | SCHEDULE 13G | Page 13 of 20 |
| ITEM 1. | (a) | Name of Issuer: |
| | | |
| | | Bellatrix Exploration Ltd. (the “Issuer”) |
| | | |
| | (b) | Address of Issuer’s Principal Executive Offices: |
| | | |
| | | 1920, 800 5th Avenue SW Calgary, Alberta T2P 3T6 Canada |
| | | |
| ITEM 2. | (a)- (c) Name of Person Filing; Address of Principal Business Office; and Citizenship | |
| | | |
| | | 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 I, by: (1) Oaktree Value Opportunities Fund, L.P. (“VOF”), a Cayman Islands exempted limited partnership, in its capacity as the direct owner of 18,750,000 Common Shares of the Issuer; (2) Oaktree Value Opportunities Fund GP, L.P. (“VOF GP”), a Cayman Islands exempted limited partnership, in its capacity as the general partner of VOF; (3) Oaktree Value Opportunities Fund GP Ltd. (“VOF GP Ltd.”), a Cayman Islands exempted company, in its capacity as the general partner of VOF GP; (4) Oaktree Fund GP I, L.P. (“GP I”), a Delaware limited partnership, in its capacity as the sole shareholder of VOF GP Ltd.; (5) Oaktree Capital I, L.P. (“Capital I”), Delaware limited partnership, in in its capacity as the general partner of GP I; (6) OCM Holdings I, LLC (“Holdings I”), a Delaware limited liability company, in its capacity as the general partner of Capital I; (7) Oaktree Holdings, LLC (“Holdings”), a Delaware limited liability company, in its capacity as the managing member of Holdings I; (8) Oaktree Capital Management, L.P. (“Management”), Delaware limited partnership, in its capacity as the sole director of VOF GP Ltd.; (9) Oaktree Holdings, Inc. (“Holdings, Inc.”), a Delaware corporation, in its capacity as the general partner of Management; (10) Oaktree Capital Group, LLC (“OCG”), a Delaware limited liability company, in its capacity as the managing member of Holdings and as the sole shareholder of Holdings, Inc.; and (11) Oaktree Capital Group Holdings GP, LLC (“OCGH GP”), a Delaware limited liability company, in its capacity as the duly elected manager of OCG. The principal business address of each of the Reporting Persons is 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071. |
| | | |
| | (d) | Title of Class of Securities: Common Shares (“Common Shares”) |
| | | |
| | (e) | CUSIP Number: 078314101 |
| | | |
| CUSIP No. 078314101 | SCHEDULE 13G | Page 14 of 20 |
| ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: | |
| | | |
| | (a) | [__] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o) |
| | (b) | [__] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c) |
| | (c) | [__] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c) |
| | (d) | [__] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8) |
| | (e) | [__] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E) |
| | (f) | [__] An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); |
| | (g) | [__] A Parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G); |
| | (h) | [__] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813) |
| | (i) | [__] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3) |
| | (j) | [__] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J). |
| | | |
| ITEM 4. | OWNERSHIP | |
| | ||
| | The responses of the Reporting Persons to Rows 5, 6, 7, 8, 9 and 11 in each of their respective cover pages to this Schedule 13G are incorporated herein by reference. VOF directly holds 18,750,000 Common Shares of the Issuer constituting approximately 8.8% of the Issuer’s Common Shares and has the sole power to vote and dispose of such units. VOF GP, in its capacity as the general partner of VOF, has the ability to direct the management of VOF’s business, including the power to vote and dispose of securities held by VOF; therefore, VOF GP may be deemed to beneficially own the Common Shares of the Issuer held by VOF. VOF GP Ltd., in its capacity as the general partner of VOF GP, has the ability to direct the management of VOF GP’s business, including the power to direct the decisions of VOF GP regarding the vote and disposition of securities held by VOF; therefore, VOF GP Ltd. may be deemed to have indirect beneficial ownership of the Common Shares of the Issuer held by VOF. | |
| CUSIP No. 078314101 | SCHEDULE 13G | Page 15 of 20 |
| | GP I, in its capacity as the sole shareholder of VOF GP Ltd., has the ability to appoint and remove the directors and direct the management of the business of VOF GP Ltd. As such, GP I has the power to direct the decisions of VOF GP Ltd. regarding the vote and disposition of securities held by VOF; therefore, GP I may be deemed to have indirect beneficial ownership of the Common Shares of the Issuer held by VOF. 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 VOF; therefore, Capital I may be deemed to have indirect beneficial ownership of the Common Shares of the Issuer held by VOF. 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 vote and disposition of securities held by VOF; therefore, Holdings I may be deemed to have indirect beneficial ownership of the Common Shares of the Issuer held by VOF. Holdings, 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 vote and disposition of securities held by VOF; therefore, Holdings may be deemed to have indirect beneficial ownership of the Common Shares of the Issuer held by VOF. Management, in its capacity as the sole director of VOF GP Ltd., has the ability to direct the management of VOF GP Ltd., including the power to direct the decisions of VOF GP Ltd., regarding the vote and disposition of securities held by VOF; therefore, Management may be deemed to have indirect beneficial ownership of the Common Shares of the Issuer held by VOF. Holdings, Inc., 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 VOF; therefore, Management may be deemed to have indirect beneficial ownership of the Common Shares of the Issuer held by VOF. OCG, in its capacity as the managing member of Holdings, has the ability to direct the management of Holdings’ business, including the power to direct the decisions of Holdings regarding the vote and disposition of securities held by VOF. In addition, OCG, in its capacity as the sole shareholder of Holdings, Inc., has the ability to appoint and remove the directors and direct the management of the business of Holdings, Inc. and has the power to direct to decisions of Holdings, Inc. regarding the vote and disposition of securities held by VOF. Therefore, OCG may be deemed to have indirect beneficial ownership of the Common Shares of the Issuer held by VOF. OCGH GP, 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 VOF; therefore, OCGH GP may be deemed to have indirect beneficial ownership of the Common Shares of the Issuer held by VOF. |
| CUSIP No. 078314101 | SCHEDULE 13G | Page 16 of 20 |
| | Pursuant to Rule 13d-4 of the Exchange Act, the Reporting Persons declare that filing this Statement 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 Statement 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 in this Schedule 13G are based on a total of 212,511,486 Common Shares as disclosed in the Form 6- K. |
| | |
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. |
| | |
| | If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐. |
| | |
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
| | |
| | Not applicable. |
| | |
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. |
| | |
| | Not applicable. |
| | |
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
| | |
| | Not applicable. |
| | |
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP |
| | |
| | Not applicable. |
| | |
| ITEM 10. | CERTIFICATIONS. |
| | |
| | By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquire and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| CUSIP No. 078314101 | SCHEDULE 13G | Page 17 of 20 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: October 13, 2016
| | OAKTREE VALUE OPPORTUNITIES FUND, L.P. | | ||
| | | | | |
| | By: | Oaktree Value Opportunities Fund GP, L.P. | | |
| | Its: | General Partner | | |
| | | | | |
| | By: | Oaktree Value Opportunities Fund GP Ltd. | | |
| | Its: | General Partner | | |
| | | | | |
| | By: | Oaktree Capital Management, L.P. | | |
| | Its: | Director | | |
| | | | | |
| | By: | /s/ Jordan Mikes | | |
| | | Name: | Jordan Mikes | |
| | | Title: | Vice President | |
| | ||||
| | OAKTREE VALUE OPPORTUNITIES FUND GP, L.P. | | ||
| | | | | |
| | By: | Oaktree Value Opportunities Fund GP Ltd. | | |
| | Its: | General Partner | | |
| | | | | |
| | By: | Oaktree Capital Management, L.P. | | |
| | Its: | Director | | |
| | | | | |
| | By: | /s/ Jordan Mikes | | |
| | | Name: | Jordan Mikes | |
| | | Title: | Vice President | |
| | | | | |
| | OAKTREE VALUE OPPORTUNITIES FUND GP LTD. | | ||
| | | | | |
| | By: | Oaktree Capital Management, L.P. | | |
| | Its: | Director | | |
| | | | | |
| | By: | /s/ Jordan Mikes | | |
| | | Name: | Jordan Mikes | |
| | Title: | Vice President | ||
| CUSIP No. 078314101 | SCHEDULE 13G | Page 18 of 20 |
| | OAKTREE FUND GP I, L.P. | | ||
| | | | | |
| | By: | /s/ Jordan Mikes | | |
| | | Name: | Jordan Mikes | |
| | | Title: | Authorized Signatory | |
| | OAKTREE CAPITAL I, L.P. | | ||
| | | | | |
| | By: | /s/ Jordan Mikes | | |
| | | Name: | Jordan Mikes | |
| | | Title: | Vice President | |
| | ||||
| | ||||
| | OCM HOLDINGS I, LLC | | ||
| | | | | |
| | By: | /s/ Jordan Mikes | | |
| | | Name: | Jordan Mikes | |
| | | Title: | Vice President | |
| | | | | |
| | | | | |
| | OAKTREE HOLDINGS, LLC | | ||
| | | | | |
| | By: | /s/ Jordan Mikes | | |
| | | Name: | Jordan Mikes | |
| | | Title: | Vice President | |
| | | | | |
| | OAKTREE CAPITAL MANAGEMENT, L.P. | | ||
| | | | | |
| | By: | /s/ Jordan Mikes | | |
| | | Name: | Jordan Mikes | |
| | | Title: | Vice President | |
| | | | | |
| CUSIP No. 078314101 | SCHEDULE 13G | Page 19 of 20 |
| | OAKTREE HOLDINGS, INC. | | ||
| | | | | |
| | By: | /s/ Jordan Mikes | | |
| | | Name: | Jordan Mikes | |
| | | Title: | Vice President | |
| | | | | |
| | | | | |
| | OAKTREE CAPITAL GROUP, LLC | | ||
| | | | | |
| | By: | /s/ Jordan Mikes | | |
| | | Name: | Jordan Mikes | |
| | | Title: | Vice President | |
| | | | | |
| | ||||
| | OAKTREE CAPITAL GROUP HOLDINGS GP, LLC | | ||
| | | | | |
| | By: | /s/ Jordan Mikes | | |
| | | Name: | Jordan Mikes | |
| | | Title: | Vice President | |
| CUSIP No. 078314101 | SCHEDULE 13G | Page 20 of 20 |
Exhibit Index
| Exhibit 1. | Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. |
EXHIBIT 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13G is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements. Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: October 13, 2016
| | OAKTREE VALUE OPPORTUNITIES FUND, L.P. | | ||
| | | | | |
| | By: | Oaktree Value Opportunities Fund GP, L.P. | | |
| | Its: | General Partner | | |
| | | | | |
| | By: | Oaktree Value Opportunities Fund GP Ltd. | | |
| | Its: | General Partner | | |
| | | | | |
| | By: | Oaktree Capital Management, L.P. | | |
| | Its: | Director | | |
| | | | | |
| | By: | /s/ Jordan Mikes | | |
| | | Name: | Jordan Mikes | |
| | | Title: | Vice President | |
| | ||||
| | OAKTREE VALUE OPPORTUNITIES FUND GP, L.P. | | ||
| | | | | |
| | By: | Oaktree Value Opportunities Fund GP Ltd. | | |
| | Its: | General Partner | | |
| | | | | |
| | By: | Oaktree Capital Management, L.P. | | |
| | Its: | Director | | |
| | | | | |
| | By: | /s/ Jordan Mikes | | |
| | | Name: | Jordan Mikes | |
| | | Title: | Vice President | |
| | | | | |
| | OAKTREE VALUE OPPORTUNITIES FUND GP LTD. | | ||
| | | | | |
| | By: | Oaktree Capital Management, L.P. | | |
| | Its: | Director | | |
| | | | | |
| | By: | /s/ Jordan Mikes | | |
| | | Name: | Jordan Mikes | |
| | Title: | Vice President | ||
| | OAKTREE FUND GP I, L.P. | | ||
| | | | | |
| | By: | /s/ Jordan Mikes | | |
| | | Name: | Jordan Mikes | |
| | | Title: | Authorized Signatory | |
| | OAKTREE CAPITAL I, L.P. | | ||
| | | | | |
| | By: | /s/ Jordan Mikes | | |
| | | Name: | Jordan Mikes | |
| | | Title: | Vice President | |
| | ||||
| | ||||
| | OCM HOLDINGS I, LLC | | ||
| | | | | |
| | By: | /s/ Jordan Mikes | | |
| | | Name: | Jordan Mikes | |
| | | Title: | Vice President | |
| | | | | |
| | | | | |
| | OAKTREE HOLDINGS, LLC | | ||
| | | | | |
| | By: | /s/ Jordan Mikes | | |
| | | Name: | Jordan Mikes | |
| | | Title: | Vice President | |
| | | | | |
| | OAKTREE CAPITAL MANAGEMENT, L.P. | | ||
| | | | | |
| | By: | /s/ Jordan Mikes | | |
| | | Name: | Jordan Mikes | |
| | | Title: | Vice President | |
| | | | | |
| | OAKTREE HOLDINGS, INC. | | ||
| | | | | |
| | By: | /s/ Jordan Mikes | | |
| | | Name: | Jordan Mikes | |
| | | Title: | Vice President | |
| | | | | |
| | | | | |
| | OAKTREE CAPITAL GROUP, LLC | | ||
| | | | | |
| | By: | /s/ Jordan Mikes | | |
| | | Name: | Jordan Mikes | |
| | | Title: | Vice President | |
| | | | | |
| | ||||
| | OAKTREE CAPITAL GROUP HOLDINGS GP, LLC | | ||
| | | | | |
| | By: | /s/ Jordan Mikes | | |
| | | Name: | Jordan Mikes | |
| | | Title: | Vice President | |