Schedule 13D
EXHIBIT I
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 13D is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13D 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.
DATE: October 5, 2020
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 |
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: | Authorized Signatory | |
OAKTREE FUND GP, LLC | ||
By: | Oaktree Fund GP I, L.P. | |
Its: | Managing Member | |
By: | /s/ Henry Orren | |
Name: | Henry Orren | |
Title: | Authorized Signatory | |
OAKTREE FUND GP I, L.P. | ||
By: | /s/ Henry Orren | |
Name: | Henry Orren | |
Title: | Authorized Signatory | |
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 | |
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/ Justin Beber | |
Name: | Justin Beber | |
Title: | Chief Legal Officer | |
PARTNERS LIMITED | ||
By: | /s/ Brian D. Lawson | |
Name: | Brian D. Lawson | |
Title: | Director |
Annex A – Covered Persons
Each of the individuals identified in this Annex A disclaim beneficial ownership over the shares of Capital Stock reported herein.
Oaktree Value Opportunities Fund Holdings, L.P.
The general partner of Oaktree Value Opportunities Fund Holdings, L.P. is Oaktree Value Opportunities Fund GP, L.P.
Oaktree Value Opportunities Fund GP, L.P.
The general partner of Oaktree Value Opportunities Fund GP, L.P. is Oaktree Value Opportunities Fund GP Ltd.
Oaktree Value Opportunities Fund GP Ltd.
The sole shareholder of Oaktree Value Opportunities Fund GP Ltd. is Oaktree Fund GP I, L.P. and the sole director of Oaktree Value Opportunities Fund GP Ltd. is Oaktree Capital Management, L.P.
Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.
The general partner of Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. is Oaktree Fund GP, LLC.
Oaktree Fund GP, LLC
The managing member of Oaktree Fund GP, LLC is Oaktree Fund GP I, L.P.
Oaktree Fund GP I, L.P.
The general partner of Oaktree Fund GP I, L.P. is Oaktree Capital I, L.P.
Oaktree Capital I, L.P.
The general partner of Oaktree Capital I, L.P. is OCM Holdings I, LLC.
OCM Holdings I, LLC
The managing member of OCM Holdings I, LLC is Oaktree Holdings, LLC.
Oaktree Holdings, LLC
The managing member of Oaktree Holdings, LLC is Oaktree Capital Group, LLC.
Oaktree Capital Management, L.P.
The general partner of Oaktree Capital Management, L.P. is Oaktree Capital Management GP, LLC.
Oaktree Capital Management GP, LLC
The manager of Oaktree Capital Management GP, LLC is Atlas OCM Holdings, LLC.
Atlas OCM Holdings, LLC
The name and principal occupation of each of the directors and executive officers of Atlas OCM Holdings, LLC are listed below.
Name | Principal Occupation | |
Howard S. Marks | Co-Chairman and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Co-Chairman of Oaktree Capital Management, L.P. | |
Bruce A. Karsh | Co-Chairman, Chief Investment Officer and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Co-Chairman and Chief Investment Officer of Oaktree Capital Management, L.P. | |
Jay S. Wintrob | Chief Executive Officer and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Chief Executive Officer of Oaktree Capital Management, L.P. | |
John B. Frank | Vice Chairman and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Vice Chairman of Oaktree Capital Management, L.P. | |
Sheldon M. Stone | Principal and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Principal of Oaktree Capital Management, L.P. | |
Justin Beber | Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, Managing Partner, and Head of Corporate Strategy and Chief Legal Officer for Brookfield Asset Management Inc. | |
Bruce Flatt | Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Chief Executive Officer of Brookfield Asset Management Inc. | |
D. Richard Masson | Owner and general manager of Golden Age Farm, LLC | |
Marna C. Whittington | Retired | |
Steven J. Gilbert | Founder and Chairman of the Board of Gilbert Global Equity Partners, L.P. |
Oaktree Capital Group, LLC
The name and principal occupation of each of the directors and executive officers of Oaktree Capital Group, LLC are listed below.
Name | Principal Occupation | |
Howard S. Marks | Co-Chairman and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Co-Chairman of Oaktree Capital Management, L.P. | |
Bruce A. Karsh | Co-Chairman, Chief Investment Officer and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Co-Chairman and Chief Investment Officer of Oaktree Capital Management, L.P. | |
Jay S. Wintrob | Chief Executive Officer and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Chief Executive Officer of Oaktree Capital Management, L.P. | |
John B. Frank | Vice Chairman and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Vice Chairman of Oaktree Capital Management, L.P. | |
Sheldon M. Stone | Principal and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Principal of Oaktree Capital Management, L.P. | |
Justin Beber | Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, Managing Partner, and Head of Corporate Strategy and Chief Legal Officer for Brookfield Asset Management Inc. | |
Bruce Flatt | Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Chief Executive Officer of Brookfield Asset Management Inc. | |
D. Richard Masson | Owner and general manager of Golden Age Farm, LLC | |
Marna C. Whittington | Retired | |
Steven J. Gilbert | Founder and Chairman of the Board of Gilbert Global Equity Partners, L.P. | |
Daniel D. Levin | Chief Financial Officer of Oaktree Capital Group, LLC and Chief Financial Officer of Oaktree Capital Management, L.P. | |
Todd E. Molz | General Counsel, Chief Administrative Officer and Secretary of Oaktree Capital Group, LLC and General Counsel and Chief Administrative Officer of Oaktree Capital Management, L.P. |
Oaktree Capital Group Holdings GP, LLC
Oaktree Capital Group Holdings GP, LLC is managed by an executive committee. The name and principal occupation of each of the members of the executive committee of Oaktree Capital Group Holdings GP, LLC and its executive officers are listed below.
Name | Principal Occupation | |
Howard S. Marks | Co-Chairman and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Co-Chairman of Oaktree Capital Management, L.P. | |
Bruce A. Karsh | Co-Chairman, Chief Investment Officer and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Co-Chairman and Chief Investment Officer of Oaktree Capital Management, L.P. | |
Jay S. Wintrob | Chief Executive Officer and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Chief Executive Officer of Oaktree Capital Management, L.P. | |
John B. Frank | Vice Chairman and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Vice Chairman of Oaktree Capital Management, L.P. | |
Sheldon M. Stone | Principal and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Principal of Oaktree Capital Management, L.P. |
Brookfield Asset Management Inc.
The name, principal occupation, address and citizenship of each of the directors and executive officers of Brookfield Asset Management Inc. are listed below.
Name and Position of Officer or Director | Principal Business Address | Principal Occupation or Employment | Citizenship | |||
M. Elyse Allan, | 181 Bay Street, Suite 210, Toronto, | Corporate Director | U.S.A. and | |||
Director | Ontario M5J 2T3, Canada | Canada | ||||
Jeffrey M. Blidner, | 181 Bay Street, Suite 300, Toronto, | Vice Chair of Brookfield | Canada | |||
Vice Chair and | Ontario M5J 2T3, Canada | |||||
Director | ||||||
Angela F. Braly, | 832 Alverna Drive, Indianapolis, | Corporate Director | U.S.A. | |||
Director | Indiana 46260 U.S.A. | |||||
Jack L. Cockwell, | 51 Yonge Street, Suite 400, | Chair of Brookfield Partners | Canada | |||
Director | Toronto, Ontario M5E 1J1, Canada | Foundation | ||||
Marcel R. Coutu, | c/o Suite 1210 225 - 6th Ave. S.W., | Corporate Director | Canada | |||
Director | Calgary, Alberta T2P 1N2 | |||||
Murilo Ferreira, | Rua General Venãncio Flores, 50 | Former Chief Executive Officer of | Brazil | |||
Director | Cob 01, Leblon Rio de Janeiro, RJ | Vale SA | ||||
22441-090 | ||||||
J. Bruce Flatt, | One Canada Square, Level 25 | Managing Partner and Chief | Canada | |||
Director and | Canary Wharf, London E14 5AA | Executive Officer of Brookfield | ||||
Managing Partner | U.K. | |||||
and Chief Executive | ||||||
Officer |
Maureen Kempston | 10 Avoca Avenue, Unit 1904, | Corporate Director | Canada | |||
Darkes, Director | Toronto, Ontario M4T 2B7 | |||||
Brian W. Kingston, | 250 Vesey Street, 15th Floor, New | Managing Partner, Chief Executive | Canada | |||
Managing Partner, | York, NY 10281-1023 U.S.A. | Officer Real Estate of Brookfield | ||||
Chief Executive | ||||||
Officer Real Estate | ||||||
Brian D. Lawson, | 181 Bay Street, Suite 300, Toronto, | Vice Chair of Brookfield | Canada | |||
Vice Chair and | Ontario M5J 2T3, Canada | |||||
Director | ||||||
Cyrus Madon, | 181 Bay Street, Suite300, Toronto, | Managing Partner, Chief Executive | Canada | |||
Managing Partner, | Ontario M5J 2T3, Canada | Officer Private Equity of Brookfield | ||||
Chief Executive | ||||||
Officer Private | ||||||
Equity | ||||||
Frank J. McKenna, | TDCT Tower | Chair of Brookfield and Deputy | Canada | |||
Director | 161 Bay Street, 35th Floor | Chair of TD Bank Group, | ||||
Toronto, Ontario | Wholesale | |||||
M5J 2T2, Canada | ||||||
Rafael Miranda, | C/Santiago de Compostela 100 | Corporate Director | Spain | |||
Director | 28035 Madrid, Spain | |||||
Janice Fukakusa, | 181 Bay Street, Suite 300, Toronto, | Corporate Director | Canada | |||
Director | Ontario M5J 2T3, Canada | |||||
Lord Augustine | Frontier Economics, 71 High | Chairman of Frontier Economics | United | |||
Thomas O’Donnell, | Holborn, London U.K. WC1V 6DA | Limited | Kingdom | |||
Director | ||||||
Lori Pearson, | 181 Bay Street, Suite 300, Toronto, | Managing Partner and Chief | Canada | |||
Managing Partner | Ontario M5J 2T3, Canada | Operating Officer of Brookfield | ||||
and Chief Operating | ||||||
Officer | ||||||
Samuel J.B. Pollock, | 181 Bay Street, Suite 300, Toronto, | Managing Partner, Chief Executive | Canada | |||
Managing Partner, | Ontario M5J 2T3, Canada | Officer Infrastructure of Brookfield | ||||
Chief Executive | ||||||
Officer Infrastructure | ||||||
Seek Ngee Huat, | 501 Orchard Road, #08 - 01 | Chairman, Global Logistic | Singapore | |||
Director | Wheelock Place, Singapore 238880 | Properties | ||||
Sachin G. Shah, | 181 Bay Street, Suite 300, Toronto, | Managing Partner, Chief Investment | Canada | |||
Managing Partner, | Ontario M5J 2T3, Canada | Officer | ||||
Chief Investment | ||||||
Officer | ||||||
Diana L. Taylor, | c/o Bloomberg, Philanthropies, 25 | Corporate Director | U.S.A. and | |||
Director | East 78th Street, New York, N.Y. | Canada | ||||
10075 | ||||||
Justin Beber, | 181 Bay Street, Suite 300, Toronto, | Managing Partner, Head of | Canada | |||
Managing Partner, | Ontario M5J 2T3, Canada | Corporate Strategy and Chief Legal | ||||
Head of Corporate | Officer of Brookfield | |||||
Strategy and Chief | ||||||
Legal Officer | ||||||
Howard S. Marks, | c/o Oaktree Capital Management, | Co-Chairman, Oaktree Capital | U.S.A | |||
Director | L.P., 333 South Grand Avenue, 28th | Management | ||||
Floor, Los Angeles, California | ||||||
90071 |
Nicholas H. | 181 Bay Street, Suite 300, Toronto, | Managing Partner and Chief | United | |||
Goodman, Managing | Ontario M5J 2T3, Canada | Financial Officer of Brookfield | Kingdom | |||
Partner and Chief | ||||||
Financial Officer | ||||||
Craig Noble, | 181 Bay Street, Suite 300, Toronto, | Managing Partner, Chief Executive | Canada | |||
Managing Partner, | Ontario M5J 2T3, Canada | Officer Alternative Investments of | ||||
Chief Executive | Brookfield | |||||
Officer Alternative | ||||||
Investments |
Partners Limited
The name, principal occupation, address and citizenship of each of the directors and executive officers of Partners Limited are listed below.
Name and Position of Officer or Director | Principal Business Address | Principal Occupation or Employment | Citizenship | |||
Jack L. Cockwell, | 51 Yonge Street, Suite 400 Toronto, | Chairman of Brookfield Partners | Canada | |||
Director and | Ontario M5E 1J1, Canada | Foundation | ||||
Chairman of the | ||||||
Board | ||||||
Brian W. Kingston, | 250 Vesey Street, 15th Floor, New | Managing Partner, Chief Executive | Canada | |||
Director | York, NY 10281-1023 U.S.A. | Real Estate of Brookfield | ||||
Brian D. Lawson, | Vice Chair of Brookfield | Canada | ||||
Director and | 181 Bay Street, Suite 300, Toronto, | |||||
President | Ontario M5J 2T3, Canada | |||||
Cyrus Madon, | 181 Bay Street, Suite 300, Toronto, | Managing Partner, Chief Executive | Canada | |||
Director | Ontario M5J 2T3, Canada | Officer Private Equity of Brookfield | ||||
Timothy R. Price, | 51 Yonge Street, Suite 400, | Corporate Director | Canada | |||
Director | Toronto, Ontario M5E 1J1, Canada | |||||
Samuel J.B. Pollock, | 181 Bay Street, Suite 300, Toronto, | Managing Partner, Chief Executive | Canada | |||
Director | Ontario M5J 2T3, Canada | Officer Infrastructure of Brookfield | ||||
Sachin G. Shah, | Managing Partner, Chief Investment | Canada | ||||
Director | 181 Bay Street, Suite 300, Toronto, | Officer of Brookfield | ||||
Ontario M5J 2T3, Canada | ||||||
Lisa Chu, Treasurer | 181 Bay Street, Suite 300, Toronto, | Senior Vice President—Finance of | Canada | |||
Ontario M5J 2T3, Canada | Brookfield | |||||
Lorretta Corso, | 181 Bay Street, Suite 300, Toronto, | Administrator, Corporate Secretary | Canada | |||
Secretary | Ontario M5J 2T3, Canada | of Brookfield | ||||
Tim Wang, Assistant | 181 Bay Street, Suite 300, Toronto, | Manager, Capital Markets and | Canada | |||
Secretary | Ontario M5J 2T3, Canada | Treasury of Brookfield |