Filing Details

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

 

1,710,558 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

1,710,558 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,710,558 (1)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.9%

12

TYPE OF REPORTING PERSON

 

OO

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

 

1,710,558 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

1,710,558 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,710,558 (1)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.9%

12

TYPE OF REPORTING PERSON

 

OO

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

 

1,710,558 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

1,710,558 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,710,558 (1)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.9%

12

TYPE OF REPORTING PERSON

 

CO

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

 

1,710,558 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

1,710,558 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,710,558 (1)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.9%

12

TYPE OF REPORTING PERSON

 

OO

 

(1)

Oaktree Value Opportunities Fund Holdings, L.P., a Delaware limited partnership (“VOF Holdings”), in its capacity as the direct owner of convertible notes of the Issuer, which may be converted into up to 9.99% of the Issuer’s Common Stock;

 

 

 

 

(2)

Oaktree Value Opportunities Fund GP, L.P., a Cayman Islands limited partnership (“VOF GP”), in its capacity as the general partner of VOF Holdings;

 

 

 

 

(3)

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

 

 

 

 

(4)

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

 

 

 

 

(5)

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

 

(6)

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

 

 

 

 

(7)

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

 

 

 

 

(8)

Oaktree Capital Management, L.P., a Delaware limited partnership (“Management”), in its capacity as the sole director of VOF GP Ltd.;

 

 

 

 

(9)

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

 

 

 

 

(10)

Oaktree Capital Group, LLC, a Delaware limited liability company (“OCG”), 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, a Delaware limited liability company (“OCGH GP”), 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.

 

 

 

 

(d)

Title of Class of Securities:

 

 

 

 

 

Common Stock, par value $0.50 per share (“Common Stock”).

 

 

 

 

(e)

CUSIP Number: 205768302

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

 

 

(a)-(c) Amount beneficially owned, percent of class, number of shares as to which each person has sole or shared power to vote or direct the vote; sole or shared power to dispose or direct the disposition of:

 

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 Holdings directly holds Issuer notes that are convertible into shares of Common Stock of the Issuer.  By the terms of the convertible notes, VOF Holdings may not convert such notes for more than 9.99% of the shares of Common Stock outstanding at any time.

 

VOF GP, in its capacity as the general partner of VOF Holdings, has the ability to direct the management of VOF Holdings’ business, including the power to vote and dispose of securities held by VOF Holdings; therefore, VOF GP may be deemed to beneficially own the shares of the Issuer’s Common Stock deemed held by VOF Holdings.

 

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 Holdings; therefore, VOF GP Ltd. may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock deemed held by VOF Holdings.

 

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 Holdings; therefore, GP I may be deemed to have indirect beneficial ownership of the Issuer’s Common Stock deemed held by VOF 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 VOF Holdings; therefore, Capital I may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock deemed held by VOF 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 vote and disposition of securities held by VOF Holdings; therefore, Holdings I may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock deemed held by VOF Holdings.

 

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 Holdings; therefore, Holdings may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock deemed held by VOF Holdings.

 

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 Holdings; therefore, Management may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock deemed held by VOF Holdings.  

 

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 Holdings; therefore, Holdings, Inc. may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock deemed held by VOF Holdings.

 

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 Holdings.  Additionally, OCG, in its capacity as the sole shareholder of Holdings, Inc., has the ability to appoint and remove directors of Holdings, Inc. and, as such, may indirectly control the decisions of Holdings, Inc. regarding the vote and disposition of securities held by VOF Holdings.  Therefore, OCG may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock deemed held by VOF Holdings.

 

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 Holdings; therefore, OCGH GP may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock deemed held by VOF Holdings.

 

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 herein are based on a total of 15,427,561 shares of Common Stock issued and outstanding as of November 2, 2017, as disclosed on the Issuer’s form 10-Q, filed with the Securities and Exchange Commission on November 2, 2017, plus 1,710,558 shares issuable to the Reporting Persons upon conversion of convertible notes held by the Reporting Persons, giving effect to the limitation disclosed above.