UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.  7)*

 

ACRES Commercial Realty Corp.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
76120WAC8
(CUSIP Number)
 
December 31, 2022
(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 the disclosures provided in a prior cover page.

 

The information required in 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. 76120WAC8 SCHEDULE 13G Page 2 of 18

 

 

1

NAME OF REPORTING PERSON

 

Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☐

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

 

392,000 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

392,000 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

392,000 (1)

  
10

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

 

 

 ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.2% (2)

  
12

TYPE OF REPORTING PERSON

 

PN

  

 

 

 

(1)In its capacity as the direct owner of warrants exercisable for 392,000 Shares, exercisable immediately at an exercise price calculated in accordance with the terms of the warrant.

 

(2)Calculations of percentage ownership in this Schedule 13G/A below the Onwership Cap (as defined below) are based on an aggregate of 9,150,571 shares of common stock, par value $0.01per share (“the Shares”) of the Issuer, consisting of (i) 8,758,571 Shares outstanding as of November 4, 2021, as reported by the Issuer on its Quarterly Report on Form 10-Q filed with the United States Securities Exchange Commission (the “SEC”) on November 7, 2022 (the “Form 10-Q”) and (ii) an aggregate principal amount of 392,000 warrants to purchase Shares held by the Reporting Person for entities that are beneficial owners of warrants exercisable immediately at an exercise price calculated in accordance with the terms of the warrant.

 

  

 

 

CUSIP No. 76120WAC8 SCHEDULE 13G Page 3 of 18

 

 

1

NAME OF REPORTING PERSON

 

Oaktree Fund GP, LLC

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☐

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

 

392,000 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

392,000 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

392,000 (1)

  
10

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

 

 

 ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.2%

  
12

TYPE OF REPORTING PERSON

 

OO

  

 

 

 

(1)  Solely in its capacity as the general partner of Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.

 

  

 

 

CUSIP No. 76120WAC8 SCHEDULE 13G Page 4 of 18

 

 

1

NAME OF REPORTING PERSON

 

Oaktree Fund GP I, L.P.

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☐

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

 

392,000 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

392,000 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

392,000 (1)

  
10

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

 

 

 ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.2%

  
12

TYPE OF REPORTING PERSON

 

PN

  

 

 

 

(1)  Solely in its capacity as managing member of Oaktree Fund GP, LLC.

 

  

 

 

CUSIP No. 76120WAC8 SCHEDULE 13G Page 5 of 18

 

 

1

NAME OF REPORTING PERSON

 

Oaktree Capital I, L.P.

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☐

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

 

392,000 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

392,000 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

392,000 (1)

  
10

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

 

 

 ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.2%

  
12

TYPE OF REPORTING PERSON

 

PN

  

 

 

 

(1)  Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.

 

  

 

 

CUSIP No. 76120WAC8 SCHEDULE 13G Page 6 of 18

 

 

1

NAME OF REPORTING PERSON

 

OCM Holdings I, LLC

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☐

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

 

392,000 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

392,000 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

392,000 (1)

  
10

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

 

 

 ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.2%

  
12

TYPE OF REPORTING PERSON

 

OO

  

 

 

 

(1)  Solely in its capacity as the general partner of Oaktree Capital I, L.P.

 

  

 

 

CUSIP No. 76120WAC8 SCHEDULE 13G Page 7 of 18

 

 

1

NAME OF REPORTING PERSON

 

Oaktree Holdings, LLC

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☐

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

 

392,000 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

392,000 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

392,000 (1)

  
10

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

 

 

 ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.2%

  
12

TYPE OF REPORTING PERSON

 

OO

  

 

 

 

(1)  Solely in its capacity as the managing member of OCM Holdings I, LLC.

 

  

 

CUSIP No. 76120WAC8 SCHEDULE 13G Page 8 of 18

 

 

1

NAME OF REPORTING PERSON

 

Oaktree Capital Group, LLC

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☐

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

 

392,000 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

392,000 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

392,000 (1)

  
10

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

 

 

 ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.2%

  
12

TYPE OF REPORTING PERSON

 

OO

  

 

 

 

(1)  Solely in its capacity as the managing member of Oaktree Holdings, LLC.

 

  

 

 

CUSIP No. 76120WAC8 SCHEDULE 13G Page 9 of 18

 

 

1

NAME OF REPORTING PERSON

 

Oaktree Capital Group Holdings GP, LLC

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☐

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

 

392,000 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

392,000 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

392,000 (1)

  
10

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

 

 

 ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.2%

  
12

TYPE OF REPORTING PERSON

 

OO

  

 

 

 

(1)  Solely in its capacity as the indirect owner of the class B units of each of Oaktree Capital Group, LLC.

 

  

 

 

CUSIP No. 76120WAC8 SCHEDULE 13G Page 10 of 18

 

 

1

NAME OF REPORTING PERSON

 

Brookfield Corporation

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☐

3

SEC USE ONLY

 

 

  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Ontario, Canada

  

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

392,000 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

392,000 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

392,000 (1)

  
10

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

 

 

 ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.2%

  
12

TYPE OF REPORTING PERSON

 

OO

  

 

 

 

(1)  Solely in its capacity as the indirect owner of the class A units of Oaktree Capital Group, LLC.

 

  

 

 

CUSIP No. 76120WAC8 SCHEDULE 13G Page 11 of 18

 

 

1

NAME OF REPORTING PERSON

 

BAM Partners Trust

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☐

3

SEC USE ONLY

 

 

  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Ontario, Canada

  

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

392,000 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

392,000 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

392,000 (1)

  
10

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

 

 

 ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.2%

  
12

TYPE OF REPORTING PERSON

 

OO

  

 

 

 

(1)  Solely in its capacity as the sole owner Class B Limited Voting Shares of Brookfield Corporation (f/k/a Brookfield Asset Management, Inc.).

 

  

 

 

CUSIP No. 76120WAC8 SCHEDULE 13G Page 12 of 18

 

 

ITEM 1. (a)

NAME OF ISSUER:

 

ACRES Commercial Realty Corp.

     
  (b)

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

 

390 RXR Plaza, Uniondale, New York 11556

 
ITEM 2. (a)-(c)

NAME OF PERSON FILING; ADDRESS OF PRINCIPAL BUSINESS OFFICE; AND CITIZENSHIP.

This Schedule 13G/A is filed jointly by each of the following persons (collectively, the “Reporting Persons”) pursuant to a joint filing agreement attached hereto as Exhibit 1:

     
  (1)

Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., a Delaware limited partnership, in its capacity as the direct owner of warrants exercisable for 392,000 Shares, exercisable immediately at an exercise price calculated in accordance with the terms of the warrant. 

     
  (2)

Oaktree Fund GP, LLC, a Delaware limited liability company, in its capacity as the general partner of Oaktree GC Super Fund GP, L.P. and Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.; 

     
  (3)

Oaktree Fund GP I, L.P., a Delaware limited partnership, in its capacity as the managing member of Oaktree Fund GP, LLC. 

     
  (4)

Oaktree Capital I, L.P., a Delaware limited partnership, in its capacity as the general partner of Oaktree Fund GP I, L.P 

     
  (5)

OCM Holdings I, LLC, a Delaware limited liability company, in its capacity as the general partner of Oaktree Capital I, L.P 

     
  (6)

Oaktree Holdings, LLC, a Delaware limited liability company, in its capacity as the managing member of OCM Holdings I, LLC 

     
  (7)

Oaktree Capital Group, LLC, a Delaware limited liability company, in its capacity as the managing member of Oaktree Holdings, LLC 

     
  (8)

Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company, in its capacity as the indirect owner of the class B units of OCG;

     
  (9)

Brookfield Corporation (f/k/a Brookfield Asset Management Inc.), an Ontario corporation, in its capacity as the indirect owner of the class A units of OCG. 

     
  (10)

BAM Partners Trust a trust formed under the laws of Ontario, in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield Corporation.

     
  The principal business address of each of the Oaktree Reporting Persons is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071. The principal business address of Brookfield Corporation and BAM Partners Trust is Brookfield Place, Suite 100, 181 Bay Street, PO Box 762, Toronto, Ontario, Canada M5J 2T3.

 

  (d)

TITLE OF CLASS OF SECURITIES:

 

Common Stock, $0.001 par value per share (the “Shares”)

     

 

  

 

 

CUSIP No. 76120WAC8 SCHEDULE 13G Page 13 of 18

 

 

  (e)

CUSIP NUMBER:

 

76120WAC8

 

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:
   
  Not applicable.

 

ITEM 4. OWNERSHIP
   
 

The responses of the Reporting Persons to Rows 5-9 and 11 in each of their respective cover pages to this Schedule 13G/A are incorporated herein by reference.

Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. holds an aggregate of 392,000 Shares, consisting of warrants to purchase 392,000 Shares exercisable immediately at an exercise price calculated in accordance with the terms of the warrant, constituting approximately 4.2% of the total issued and outstanding Shares and has the sole power to vote and dispose of such Shares.

Oaktree Fund GP, LLC, in its capacity as the general partner of Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., has the ability to direct the management of the business of Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., including the power to vote and dispose of securities held by Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.; therefore, Oaktree Fund GP, LLC may be deemed to beneficially own the Shares issuable upon conversion of the warrants held by Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.

Oaktree Fund GP I, L.P., in its capacity as the managing member of Oaktree Fund GP, LLC., has the ability to direct the management of Oaktree Fund GP, LLC’s business, including the power to direct the decisions of Oaktree Fund GP, LLC regarding the vote and disposition of securities held by Oaktree GC Super Fund, L.P. and Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.; therefore, Oaktree Fund GP I, L.P. may be deemed to have indirect beneficial ownership of the Shares held by Oaktree GC Super Fund, L.P. and Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.

Oaktree Capital I, L.P. in its capacity as the general partner of Oaktree Fund GP I, L.P., has the ability to direct the management of Oaktree Fund GP I, L.P. including the power to direct the decisions of Oaktree Fund GP I, L.P. regarding the vote and disposition of securities held by Oaktree GC Super Fund, L.P. and Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.; therefore, Oaktree Capital I, L.P. may be deemed to have indirect beneficial ownership of the Shares held by Oaktree GC Super Fund, L.P. and Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.

OCM Holdings I, LLC, in its capacity as the general partner of Oaktree Capital I, L.P., has the ability to direct the management of Oaktree Capital I, L.P.’s business, including the power to direct the decisions of Oaktree Capital I, L.P. regarding the vote and disposition of securities held by Oaktree GC Super Fund, L.P. and Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.; therefore, OCM Holdings I, LLC may be deemed to have indirect beneficial ownership of the Shares held by Oaktree GC Super Fund, L.P. and Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.

Oaktree Holdings, LLC, in its capacity as the managing member of OCM Holdings I, LLC, has the ability to direct the management of OCM Holdings I, LLC’s business, including the power to direct the decisions of OCM Holdings I, LLC regarding the vote and disposition of securities held by Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.; therefore, Oaktree Holdings,

 

 

  

 

 

CUSIP No. 76120WAC8 SCHEDULE 13G Page 14 of 18

 

 

 

LLC may be deemed to have indirect beneficial ownership of the Shares held by Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.

Oaktree Capital Group, LLC, in its capacity as the managing member of Oaktree Holdings, LLC, has the ability to direct the management of the business of Oaktree Holdings, LLC, including with regard to the voting and disposition of securities held by Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.; therefore, Oaktree Capital Group, LLC may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.

Oaktree Capital Group Holdings GP, LLC, in its capacity as the indirect owner of the class B units of Oaktree Capital Group, LLC, has the ability to appoint and remove certain directors of Oaktree Capital Group, LLC and, as such, may indirectly control the decisions of Oaktree Capital Group, LLC regarding the vote and disposition of securities held by Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.; therefore, Oaktree Capital Group Holdings GP, LLC may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree Opportunities Fund Xb Holdings (Delaware), L.P..

Brookfield Corporation (f/k/a Brookfield Asset Management Inc.), in its capacity as the indirect owner of the class A units of Oaktree Capital Group, LLC has the ability to appoint and remove certain directors of Oaktree Capital Group, LLC and, as such, may indirectly control the decisions of Oaktree Capital Group, LLC regarding the vote and disposition of securities held by Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.; therefore, Brookfield Corporation may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.

BAM Partners Trust, in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield Corporation has the ability to appoint and remove certain directors of Brookfield Corporation and, as such, may indirectly control the decisions of Brookfield Corporation regarding the vote and disposition of securities held by Oaktree Global Credit Holdings (Delaware), L.P., Oaktree (Lux.) III - Oaktree Global Credit Fund, the Managed Funds, Oaktree GC Super Fund, L.P. and Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.; therefore, BAM Partners Trust may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree Global Credit Holdings (Delaware), L.P., Oaktree (Lux.) III - Oaktree Global Credit Fund, the Managed Funds, Oaktree GC Super Fund, L.P. and Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.

All calculations of percentage ownership in this Schedule 13G/A below the Ownership Cap are based on an aggregate of 9,150,571 Shares outstanding comprised of (i) 8,758,571 Shares outstanding as of November 4, 2022, as reported by the Issuer on its Form 10-Q, and (ii) an aggregate principal amount of 392,000 warrants to purchase Shares held by the Reporting Person exercisable immediately at an exercise price calculated in accordance with the terms of the warrant. Statements of Shares received upon conversion of Notes by one or more Reporting Persons do not take into account Shares received upon any other conversions of Notes by other Reporting Persons.

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, and except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person.

 

 

  

 

 

CUSIP No. 76120WAC8 SCHEDULE 13G Page 15 of 18

 

 

 

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 acquired 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 that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

 

  

 

 

CUSIP No. 76120WAC8 SCHEDULE 13G Page 16 of 18

 

 

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: February 14, 2023

 

 

OAKTREE OPPORTUNITIES FUND XB

HOLDINGS (DELAWARE), L.P.

  
       
  By: Oaktree Fund GP, LLC  
  Its: General Partner  
       
  By: Oaktree Fund GP I, L.P.  
  Its: Managing Member  
       
  By: /s/ Henry Orren  
  Name: Henry Orren  
  Title: Senior Vice President  
       
  OAKTREE FUND GP, LLC  
     
  By: Oaktree Fund GP I, L.P.  
  Its: Managing Member  
       
  By: /s/ Brian Price  
  Name:  Brian Price  
  Title:  Authorized Signatory  

 

  OAKTREE FUND GP I, L.P.  
       
  By: /s/ Brian Price  
  Name: Brian Price  
  Title: Authorized Signatory  
       
  OAKTREE CAPITAL I, L.P.  
       
  By: /s/ Brian Price  
  Name: Brian Price  
  Title: Vice President  
       
  OCM HOLDINGS I, LLC  
       
  By: /s/ Brian Price  
  Name: Brian Price  
  Title: Vice President  
       
  OAKTREE HOLDINGS, LLC  
       
  By: /s/ Brian Price  
  Name: Brian Price  
  Title: Vice President  
       

 

  

 

 

CUSIP No. 76120WAC8 SCHEDULE 13G Page 17 of 18

 

 

 

OAKTREE CAPITAL GROUP, LLC

  
       
  By: /s/ Brian Price  
  Name: Brian Price  
  Title: Vice President  
       
  OAKTREE CAPITAL GROUP HOLDINGS GP, LLC  
       
  By: /s/ Brian Price  
  Name: Brian Price  
  Title: Vice President  
       
 

BROOKFIELD CORPORATION

  
     
  By: /s/ Swati Mandava  
  Name: Swati Mandava  
  Title: Senior Vice President Legal & Regulatory  
       
  BAM PARTNERS TRUST  
       
  By: BAM Class B Partners Inc.  
  Its: Trustee  
       
  By: /s/ Kathy Sarpash  
  Name: Kathy Sarpash  
  Title: Secretary  

 

  

 

 

CUSIP No. 76120WAC8 SCHEDULE 13G Page 18 of 18

 

 

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: February 14, 2023

 

 

OAKTREE OPPORTUNITIES FUND XB

HOLDINGS (DELAWARE), L.P.

  
       
  By: Oaktree Fund GP, LLC  
  Its: General Partner  
       
  By: Oaktree Fund GP I, L.P.  
  Its: Managing Member  
       
  By: /s/ Henry Orren  
  Name: Henry Orren  
  Title: Senior Vice President  
       
  OAKTREE FUND GP, LLC  
     
  By: Oaktree Fund GP I, L.P.  
  Its: Managing Member  
       
  By: /s/ Brian Price  
  Name:  Brian Price  
  Title:  Authorized Signatory  

 

  OAKTREE FUND GP I, L.P.  
       
  By: /s/ Brian Price  
  Name: Brian Price  
  Title: Authorized Signatory  
       
  OAKTREE CAPITAL I, L.P.  
       
  By: /s/ Brian Price  
  Name: Brian Price  
  Title: Vice President  
       
  OCM HOLDINGS I, LLC  
       
  By: /s/ Brian Price  
  Name: Brian Price  
  Title: Vice President  
       
  OAKTREE HOLDINGS, LLC  
       
  By: /s/ Brian Price  
  Name: Brian Price  
  Title: Vice President  
       

 

  

 

 

 

OAKTREE CAPITAL GROUP, LLC

  
       
  By: /s/ Brian Price  
  Name: Brian Price  
  Title: Vice President  
       
  OAKTREE CAPITAL GROUP HOLDINGS GP, LLC  
       
  By: /s/ Brian Price  
  Name: Brian Price  
  Title: Vice President  
       
 

BROOKFIELD CORPORATION

  
     
  By: /s/ Swati Mandava  
  Name: Swati Mandava  
  Title: Senior Vice President Legal & Regulatory  
       
  BAM PARTNERS TRUST  
       
  By: BAM Class B Partners Inc.  
  Its: Trustee  
       
  By: /s/ Kathy Sarpash  
  Name: Kathy Sarpash  
  Title: Secretary  

 

 

  

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