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: May 14, 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: | Senior 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: | Senior Vice President | |
OAKTREE VALUE OPPORTUNITIES FUND GP LTD. | ||
By: | Oaktree Capital Management, L.P. | |
Its: | Director | |
By: | /s/ Henry Orren | |
Name: | Henry Orren | |
Title: | Senior Vice President |
OCM OPPS GTM HOLDINGS, LLC | ||
By: | Oaktree Fund GP, LLC | |
Its: | General Partner | |
By: | Oaktree Fund GP I, L.P. | |
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: | Senior Vice President | |
OCM HOLDINGS I, LLC | ||
By: | /s/ Henry Orren | |
Name: | Henry Orren | |
Title: | Senior Vice President | |
OAKTREE HOLDINGS, LLC | ||
By: | /s/ Henry Orren | |
Name: | Henry Orren | |
Title: | Senior Vice President | |
OAKTREE CAPITAL MANAGEMENT, L.P. | ||
By: | /s/ Henry Orren | |
Name: | Henry Orren | |
Title: | Senior 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: | Senior Vice President | |
ATLAS OCM HOLDINGS, LLC | ||
By: | Oaktree New Holdings, LLC | |
Its: | Member | |
By: | /s/ Henry Orren | |
Name: | Henry Orren | |
Title: | Senior Vice President | |
OAKTREE CAPITAL GROUP, LLC | ||
By: | /s/ Henry Orren | |
Name: | Henry Orren | |
Title: | Senior Vice President | |
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC | ||
By: | /s/ Henry Orren | |
Name: | Henry Orren | |
Title: | Senior Vice President | |
BROOKFIELD ASSET MANAGEMENT INC. | ||
By: | /s/ Kathy Sarpash | |
Name: | Kathy Sarpash | |
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 |
OAKTREE PHOENIX INVESTMENT FUND LP | ||
By: | Oaktree Phoenix Investment Fund GP, L.P. | |
Its: | General Partner | |
By: | Oaktree Phoenix Investment Fund GP, Ltd. | |
Its: | General Partner | |
By: | Oaktree Capital Management, L.P. | |
Its: | Director | |
By: | /s/ Henry Orren | |
Name: | Henry Orren | |
Title: | Senior Vice President |
Annex A – Covered Persons
Each of the individuals identified in this Annex A disclaim beneficial ownership over the shares of Common Stock and Series A Preferred 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.
OCM Opps GTM Holdings, LLC
The general partner of OCM Opps GTM Holdings, LLC 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. | |
Depelsha McGruder | Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, Chief Operating Officer and Treasurer of the Ford Foundation |
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. | |
Depelsha McGruder | Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, Chief Operating Officer and Treasurer of the Ford Foundation | |
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, Director | 181 Bay Street, Suite 210, Toronto, Ontario M5J 2T3, Canada | Corporate Director | U.S.A. and Canada | |||
Jeffrey M. Blidner, Vice Chair and Director | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Vice Chair of Brookfield | Canada | |||
Angela F. Braly, Director | 250 Vesey Street, 15th Floor, New York, NY 10281-1023 U.S.A. | Corporate Director | U.S.A. | |||
Jack L. Cockwell, Director | 51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada | Chair of Brookfield Partners Foundation | Canada | |||
Marcel R. Coutu, Director | c/o Suite 1210 225—6th Ave. S.W., Calgary, Alberta T2P 1N2 | Corporate Director | Canada | |||
Murilo Ferreira, Director | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Former Chief Executive Officer of Vale SA | Brazil |
J. Bruce Flatt, Director and Managing Partner and Chief Executive Officer | One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K. | Managing Partner and Chief Executive Officer of Brookfield | Canada | |||
Maureen Kempston Darkes, Director | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Corporate Director | Canada | |||
Brian W. Kingston, Managing Partner, Chief Executive Officer Real Estate | 250 Vesey Street, 15th Floor, New York, NY 10281-1023 U.S.A. | Managing Partner, Chief Executive Officer Real Estate of Brookfield | Canada | |||
Brian D. Lawson, Vice Chair and Director | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Vice Chair of Brookfield | Canada | |||
Cyrus Madon, Managing Partner, Chief Executive Officer Private Equity | 181 Bay Street, Suite300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Chief Executive Officer Private Equity of Brookfield | Canada | |||
Frank J. McKenna, Director | TDCT Tower 161 Bay Street, 35th Floor Toronto, Ontario M5J 2T2, Canada | Chair of Brookfield and Deputy Chair of TD Bank Group, Wholesale | Canada | |||
Rafael Miranda, Director | C/Santiago de Compostela 100 28035 Madrid, Spain | Corporate Director | Spain | |||
Janice Fukakusa, Director | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Corporate Director | Canada | |||
Lord Augustine Thomas O’Donnell, Director | Frontier Economics, 71 High Holborn, London U.K. WC1V 6DA | Chairman of Frontier Economics Limited | United Kingdom | |||
Hutham S. Olayan, Director | 505 Park Avenue, New York, NY 10022, U.S.A. | Chairman of The Olayan Group | U.S.A. and Saudi Arabia | |||
Lori Pearson, Managing Partner and Chief Operating Officer | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner and Chief Operating Officer of Brookfield | Canada | |||
Samuel J.B. Pollock, Managing Partner, Chief Executive Officer Infrastructure | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Chief Executive Officer Infrastructure of Brookfield | Canada | |||
Seek Ngee Huat, Director | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Corporate Director | Singapore | |||
Sachin G. Shah, Managing Partner, Chief Investment Officer | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Chief Investment Officer of Brookfield | Canada | |||
Connor Teskey, Managing Partner, Chief Executive Officer Renewable Power | One Canada Square, Level 25, Canary Wharf, London, UK E14 5AA | Managing Partner, Chief Executive Officer Renewable Power of Brookfield | Canada | |||
Diana L. Taylor, Director | c/o Bloomberg, Philanthropies, 25 East 78th Street, New York, N.Y. 10075 | Corporate Director | U.S.A. and Canada |
Justin Beber, Managing Partner, Head of Corporate Strategy and Chief Legal Officer | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Head of Corporate Strategy and Chief Legal Officer of Brookfield | Canada | |||
Howard S. Marks, Director | c/o Oaktree Capital Management, L.P., 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071 | Co-Chairman, Oaktree Capital Management | U.S.A. | |||
Nicholas H. Goodman, Managing Partner and Chief Financial Officer | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner and Chief Financial Officer of Brookfield | United Kingdom | |||
Craig Noble, Managing Partner, Chief Executive Officer Alternative Investments | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Chief Executive Officer Alternative Investments of Brookfield | Canada |
Oaktree Phoenix Investment Fund LP
The general partner of Oaktree Phoenix Investment Fund, L.P. is Oaktree Phoenix Investment Fund GP, L.P. The general partner of Oaktree Phoenix Investment Fund GP, L.P. is Oaktree Phoenix Investment Fund, Ltd. The director of Oaktree Phoenix Investment Fund, Ltd. is Oaktree Capital Management, L.P.