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Berry (BRY)

Filed: 16 Feb 21, 12:57pm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 3)*

 

Berry Corporation
(Name of Issuer)
 
Class A Common Stock
(Title of Class of Securities)
 
08579X101
(CUSIP Number)
 
December 31, 2020
(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. 08579X101SCHEDULE 13GPage 2 of 27

 

1

NAME OF REPORTING PERSON

 

Oaktree Value Opportunities Fund Holdings, 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

 

2,272,759 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

2,272,759 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,272,759 (1)

 
10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

2.8% (2)

 
12

TYPE OF REPORTING PERSON

 

PN

 

 


(1) In its capacity as the direct owner of 2,272,759 shares of common stock, par value $0.001 per share of the Issuer (“Common Stock”).
  
(2)All calculations of percentage ownership herein are based on a total of 79,929,335 shares of Common Stock issued and outstanding as of October 31, 2020, 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 4, 2020 (the “Form 10-Q”).

 

  

 

 

CUSIP No. 08579X101SCHEDULE 13GPage 3 of 27

 

 

1

NAME OF REPORTING PERSON

 

Oaktree Value Opportunities Fund GP, 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

 

Cayman Islands

 

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

2,272,759 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

2,272,759 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,272,759 (1)

 
10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

2.8%

 
12

TYPE OF REPORTING PERSON

 

PN

 

 

 


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

 

  

 

 

CUSIP No. 08579X101SCHEDULE 13GPage 4 of 27

 

1

NAME OF REPORTING PERSON

 

Oaktree Value Opportunities Fund GP Ltd.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) 

(b) 

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

 

2,272,759 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

2,272,759 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,272,759 (1)

 
10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

2.8%

 
12

TYPE OF REPORTING PERSON

 

CO

 

 


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

 

  

 

 

CUSIP No. 08579X101SCHEDULE 13GPage 5 of 27

 

 

1

NAME OF REPORTING PERSON

 

Oaktree Opportunities Fund X 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

 

5,555,554 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

5,555,554 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,555,554 (1)

 
10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.0%

 
12

TYPE OF REPORTING PERSON

 

PN

 

 


(1)In its capacity as the direct owner of 5,555,554 Shares.

 

 

  

 

 

CUSIP No. 08579X101SCHEDULE 13GPage 6 of 27

 

 

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

 

5,085,000 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

5,085,000 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,085,000 (1)

 
10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.4%

 
12

TYPE OF REPORTING PERSON

 

PN

 

 


(1)In its capacity as the direct owner of 5,085,000 Shares.

 

  

 

 

CUSIP No. 08579X101SCHEDULE 13GPage 7 of 27

 

 

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

 

10,640,554 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

10,640,554 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

10,640,554 (1)

 
10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

13.3%

 
12

TYPE OF REPORTING PERSON

 

OO

 

 


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

 

  

 

 

CUSIP No. 08579X101SCHEDULE 13GPage 8 of 27

 

 

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

 

12,913,313 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

12,913,313 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

12,913,313 (1)

 
10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

16.2%

 
12

TYPE OF REPORTING PERSON

 

PN

 

 


(1)Solely in its capacity as the managing member of Oaktree Fund GP, LLC and the sole shareholder of Oaktree Value Opportunities Fund GP Ltd.

 

 

  

 

 

CUSIP No. 08579X101SCHEDULE 13GPage 9 of 27

 

 

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

 

12,913,313 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

12,913,313 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

12,913,313 (1)

 
10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

16.2%

 
12

TYPE OF REPORTING PERSON

 

PN

 

 

 


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

 

 

  

 

 

CUSIP No. 08579X101SCHEDULE 13GPage 10 of 27

 

 

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

 

12,913,313 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

12,913,313 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

12,913,313 (1)

 
10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

16.2%

 
12

TYPE OF REPORTING PERSON

 

OO

 

 


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

 

  

 

 

CUSIP No. 08579X101SCHEDULE 13GPage 11 of 27

 

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

 

12,913,313 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

12,913,313 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

12,913,313 (1)

 
10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

16.2%

 
12

TYPE OF REPORTING PERSON

 

OO

 

 

 


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

 

  

 

 

CUSIP No. 08579X101SCHEDULE 13GPage 12 of 27

 

 

1

NAME OF REPORTING PERSON

 

Oaktree Capital Management, 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

 

2,272,759 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

2,272,759 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,272,759 (1)

 
10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

2.8%

 
12

TYPE OF REPORTING PERSON

 

PN

 

 

 


(1)Solely in its capacity as the sole director of Oaktree Value Opportunities Fund GP Ltd.

 

  

 

 

CUSIP No. 08579X101SCHEDULE 13GPage 13 of 27

 

 

1

NAME OF REPORTING PERSON

 

Oaktree Capital Management 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

 

2,272,759 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

2,272,759 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,272,759 (1)

 
10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

2.8%

 
12

TYPE OF REPORTING PERSON

 

OO

 

 

 


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

 

  

 

 

CUSIP No. 08579X101SCHEDULE 13GPage 14 of 27

 

 

1

NAME OF REPORTING PERSON

 

Atlas OCM 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

 

2,272,759 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

2,272,759 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,272,759 (1)

 
10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

2.8%

 
12

TYPE OF REPORTING PERSON

 

OO

 

 

 


(1)Solely in its capacity as the sole managing member of Oaktree Capital Management GP, LLC.

 

 

  

 

 

CUSIP No. 08579X101SCHEDULE 13GPage 15 of 27

 

 

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

 

12,913,313 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

12,913,313 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

12,913,313 (1)

 
10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

16.2%

 
12

TYPE OF REPORTING PERSON

 

OO

 

 

 


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

 

 

  

 

 

CUSIP No. 08579X101SCHEDULE 13GPage 16 of 27

 

 

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

 

12,913,313 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

12,913,313 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

12,913,313 (1)

 
10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

16.2%

 
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 and Atlas OCM Holdings, LLC.

 

 

  

 

 

CUSIP No. 08579X101SCHEDULE 13GPage 17 of 27

 

 

1

NAME OF REPORTING PERSON

 

Brookfield Asset Management Inc.

 
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

 

12,913,313 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

12,913,313 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

12,913,313 (1)

 
10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

16.2%

 
12

TYPE OF REPORTING PERSON

 

HC

 

 

 


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

 

  

 

 

CUSIP No. 08579X101SCHEDULE 13GPage 18 of 27

 

 

1

NAME OF REPORTING PERSON

 

Partners Limited

 
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

 

12,913,313 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

12,913,313 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

12,913,313 (1)

 
10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

16.2%

 
12

TYPE OF REPORTING PERSON

 

HC

 

 

 


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

 

  

 

 

CUSIP No. 08579X101SCHEDULE 13GPage 19 of 27

 

 

ITEM 1.(a)Name of Issuer:
   
  Berry Petroleum Corporation 
   
 (b)Address of Issuer’s Principal Executive Offices:
  

 

16000 N. Dallas Parkway, Suite 500

Dallas, Texas 75248

   
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 1:
   
 (1)Oaktree Value Opportunities Fund Holdings, L.P., a Delaware limited partnership (“VOF Holdings”), in its capacity as the direct owner of 2,272,759 shares of 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 Opportunities Fund X Holdings (Delaware), L.P., a Delaware limited partnership (“X Holdings”), in its capacity as the direct owner of 5,555,554 Shares;
   
 (5)Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., a Delaware limited partnership (“Xb Holdings), in its capacity as the direct owner of 5,085,000 Shares;
   
 (6)Oaktree Fund GP, LLC, a Delaware limited liability company (“Fund GP”), in its capacity as the general partner of X Holdings and Xb Holdings;
   
 (7)Oaktree Fund GP I, L.P., a Delaware limited partnership (“GP I”), in its capacity as the managing member of Fund GP and as the sole shareholder of VOF GP Ltd.;
   
 (8)Oaktree Capital I, L.P., a Delaware limited partnership (“Capital I”), in its capacity as the general partner of GP I;
   
 (9)OCM Holdings I, LLC, a Delaware limited liability company (“Holdings I”), in its capacity as the general partner of Capital I;
   
 (10)Oaktree Holdings, LLC, a Delaware limited liability company (“Holdings”) in its capacity as the managing member of Holdings I;
   
 (11)Oaktree Capital Management, L.P., a Delaware limited partnership (“Management”), in its capacity as the sole director of VOF GP Ltd.;

 

 

  

 

 

CUSIP No. 08579X101SCHEDULE 13GPage 20 of 27

 

 

 (12)Oaktree Capital Management GP, LLC, a Delaware limited liability company (“Management GP”), in its capacity as the general partner of Management;
   
 (13)Atlas OCM Holdings LLC, a Delaware limited liability company (“Atlas”), in its capacity as the sole managing member of Management GP;
   
 (14)Oaktree Capital Group, LLC, a Delaware limited liability company (“OCG”), in its capacity as the managing member of Holdings;
   
 (15)Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (“OCGH GP”), in its capacity as the indirect owner of the class B units of each of OCG and Atlas;
   
 (16)Brookfield Asset Management Inc., a Canadian corporation (“BAM”), in its capacity as the indirect owner of the class A units of each of OCG and Atlas; and
   
 (17)Partners Limited, a Canadian corporation (“Partners”), in its capacity as the sole owner of Class B Limited Voting Shares of BAM.
  
 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 Shares, $0.001 par value per share (the “Shares”)
   
 (e)CUSIP Number: 08579X101
  
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).
  

 

  

 

 

CUSIP No. 08579X101SCHEDULE 13GPage 21 of 27

 

 

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 are incorporated herein by reference.

  

VOF Holdings directly holds 2,272,759 shares of the Issuer’s Common Stock, constituting approximately 2.8% of the total issued and outstanding Shares and has the sole power to vote and dispose of such shares.

 

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 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 held by VOF Holdings.

 

X Holdings directly holds 5,555,554 Shares, constituting approximately 7.0% of the total issued and outstanding Shares and has the sole power to vote and dispose of such shares.

 

Xb Holdings directly holds 5,085,000 Shares, constituting approximately 6.4% of the total issued and outstanding Shares and has the sole power to vote and dispose of such shares.

 

Fund GP, in its capacity as the general partner of X Holdings and Xb Holdings, has the ability to direct the management of X Holdings’ and Xb Holdings’ businesses, including the power to vote and dispose of securities held by X Holdings and Xb Holdings; therefore Fund GP may be deemed to beneficially own the Shares held by X Holdings and Xb 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, including the power to direct the decisions of VOF GP Ltd. regarding the vote and disposition of securities held by VOF Holdings. Additionally, GP I, in its capacity as the managing member of Fund GP, has the ability to direct the management of Fund GP’s business, including the power to direct the decisions of Fund GP regarding the vote and disposition of securities held by X Holdings and Xb Holdings. Therefore, GP I may be deemed to have indirect beneficial ownership of the Shares held by VOF Holdings, X Holdings and Xb 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, X Holdings and Xb Holdings; therefore, Capital I may be deemed to have indirect beneficial ownership of the Shares held by VOF Holdings, X Holdings and Xb Holdings.

 

 

  

 

 

CUSIP No. 08579X101SCHEDULE 13GPage 22 of 27

 

 

 

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, X Holdings and Xb Holdings; therefore, Holdings I may be deemed to have indirect beneficial ownership of the Shares held by VOF Holdings, X Holdings and Xb 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, X Holdings and Xb Holdings; therefore, Holdings may be deemed to have indirect beneficial ownership of the Shares held by VOF Holdings, X Holdings and Xb 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 held by VOF Holdings.  

 

Management GP, in its capacity as the general partner of Management, has the ability to direct the management of the business of Management, including the power to vote and dispose of securities held by VOF Holdings; therefore, Management GP may be deemed to have indirect beneficial ownership of the Shares held by VOF Holdings.

 

Atlas, in its capacity as the sole managing member of Management GP, has the ability to direct the management of Management GP’s business, including the power to direct the decisions of Management GP regarding the vote and disposition of securities held by VOF Holdings; therefore, Atlas may be deemed to have indirect beneficial ownership of the Shares 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, X Holdings and Xb Holdings; therefore, OCG may be deemed to have indirect beneficial ownership of the Shares held by VOF Holdings, X Holdings and Xb Holdings.

 

OCGH GP, in its capacity as the indirect owner of the class B units of each of OCG and Atlas, has the ability to appoint and remove certain directors of OCG and Atlas and, as such, may indirectly control the decisions of OCG and Atlas regarding the vote and disposition of securities held by VOF Holdings, X Holdings and Xb Holdings; therefore, OCGH GP may be deemed to have indirect beneficial ownership of the Shares held by VOF Holdings, X Holdings and Xb Holdings.

 

BAM, in its capacity as the indirect owner of the class A units of each of OCG and Atlas, has the ability to appoint and remove certain directors of OCG and Atlas and, as such, may indirectly control the decisions of OCG and Atlas regarding the vote and disposition of securities held by VOF Holdings, X Holdings and Xb Holdings; therefore BAM may be deemed to have indirect beneficial ownership of the Shares held by VOF Holdings, X Holdings and Xb Holdings.

 

Partners, in its capacity as the sole owner of Class B Limited Voting Shares of BAM, has the ability to appoint and remove the directors and direct the management of the business of BAM, including the power to direct the decisions of BAM, regarding the vote and disposition of securities held by VOF Holdings, X Holdings and Xb Holdings; therefore Partners may be deemed to have indirect beneficial ownership of the Shares held by VOF Holdings, X Holdings and Xb 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, and except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person.

 

All ownership percentages of the securities reported in this Statement are based on 79,929,335 Shares outstanding as of October 31, 2020, as reported by the Issuer on the Form 10-Q.

 

  

 

 

CUSIP No. 08579X101SCHEDULE 13GPage 23 of 27

 

 

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.

 

 

  

 

 

CUSIP No. 08579X101SCHEDULE 13GPage 24 of 27

 

 

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 16, 2021

 

 OAKTREE VALUE OPPORTUNITIES FUND HOLDINGS, 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/ Henry Orren 
 Name:Henry Orren 
 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/ Henry Orren 
 Name:Henry Orren 
 Title:Vice President 
    
 OAKTREE VALUE OPPORTUNITIES FUND GP LTD. 
    
 By:Oaktree Capital Management, L.P. 
 Its:Director 
    
 By:/s/ Henry Orren 
 Name:Henry Orren 
 Title:Vice President 

 

 

  

 

 

CUSIP No. 08579X101SCHEDULE 13GPage 25 of 27

 

 

 OAKTREE OPPORTUNITIES FUND X 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:Vice President 
   
 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:Vice President 
   
 OAKTREE FUND GP, LLC 
    
 By:Oaktree Fund GP I, L.P. 
 Its: Managing Member 
    
 By:/s/ Henry Orren 
 Name:Henry Orren 
 Title:Vice President 
   
 OAKTREE FUND GP I, L.P. 
    
 By:/s/ Henry Orren 
 Name:Henry Orren 
 Title:Vice President 
    
 OAKTREE CAPITAL I, L.P. 
    
 By:/s/ Henry Orren 
 Name:Henry Orren 
 Title:Vice President 
   
 OCM HOLDINGS I, LLC 
    
 By:/s/ Henry Orren 
 Name:Henry Orren 
 Title:Vice President 
    
 OAKTREE HOLDINGS, LLC 
    
 By:/s/ Henry Orren 
 Name:Henry Orren 
 Title:Vice President 

 

 

  

 

 

CUSIP No. 08579X101SCHEDULE 13GPage 26 of 27

 

 

 OAKTREE CAPITAL MANAGEMENT, L.P. 
    
 By:/s/ Henry Orren 
 Name:Henry Orren 
 Title:Vice President 
   
 OAKTREE CAPITAL MANAGEMENT GP, LLC 
    
 By:Atlas OCM Holdings, LLC 
 Its:Managing Member 
    
 By:Oaktree New Holdings, LLC 
 Its:Member 
    
 By:/s/ Henry Orren 
 Name:Henry Orren 
 Title:Vice President 
    
 ATLAS OCM HOLDINGS, LLC 
    
 By:Oaktree New Holdings, LLC 
 Its:Member 
    
 By:/s/ Henry Orren 
 Name:Henry Orren 
 Title:Vice President 
   
 OAKTREE CAPITAL GROUP, LLC 
    
 By:/s/ Henry Orren 
 Name:Henry Orren 
 Title:Vice President 
    
 OAKTREE CAPITAL GROUP HOLDINGS GP, LLC 
    
 By:/s/ Henry Orren 
 Name:Henry Orren 
 Title:Vice President 
    
 BROOKFIELD ASSET MANAGEMENT INC. 
    
 By:/s/ Jessica Diab 
 Name:Jessica Diab 
 Title:Vice President - Legal & Regulatory 
    
 PARTNERS LIMITED  
    
 By:/s/ Brian D. Lawson 
 Name:Brian D. Lawson 
 Title:Director 

 

 

  

 

 

CUSIP No. 08579X101SCHEDULE 13GPage 27 of 27

 

 

 Exhibit Index

 

Exhibit 1.

Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (previously filed).