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Oaktree Capital Management

Filed: 16 Feb 21, 1:00pm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.  5)*

 

Exantas Capital Corp.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
76120W708
(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 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. 76120W708SCHEDULE 13GPage 2 of 43

 

1

NAME OF REPORTING PERSON

 

Oaktree Real Estate Debt Holdings, 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

 

1,367,192 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

1,367,192 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,367,192 (1)

 
10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

3.6% (2)

 
12

TYPE OF REPORTING PERSON

 

CO

 

 


(1)Represents the number of shares of common stock, par value $0.001 per share (the “Shares”) of the Issuer that is issuable upon conversion of $16,439,000 principal amount of the Issuer’s 4.50% Convertible Senior Notes due 2022 (the “4.50% Notes”) held by the Reporting Person, at a conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes.
  
(2)Calculations of percentage ownership in this Schedule 13G/A below the Ownership Cap (as defined below) are based on an aggregate of 39,434,124 shares of common stock, par value $0.01 per share (the “Shares”) of the Issuer, consisting of (i) 32,093,325 Shares outstanding as of November 6, 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 9, 2020 (the “Form 10-Q”), (ii) 6,164,798 Shares issuable upon conversion of all of the 4.50% Notes (the “Notes”) held by the Reporting Persons at the current conversion rate for such Notes and (iii) an aggregate principal amount of 1,176,001 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.  The Third Supplemental Indenture, dated as of August 16, 2017, governing the 4.50% Notes, supplementing the Indenture, dated as of October 21, 2013, between the Issuer and Wells Fargo Bank, National Association, as Trustee (such documents together, the “Notes Documents”), provide that no person may beneficially own or constructively own more than 9.8%, in value or in number of shares, whichever is more restrictive, of the outstanding shares of any class or series of the Issuer’s capital stock, including the Shares, and that conversion of Notes for Shares is not allowed to the extent that receipt of such Shares would cause such person and its affiliates to exceed the ownership limit contained in the articles of incorporation of the Issuer (the “Charter”), which restricts ownership to 9.8% in value or in number of shares, whichever is more restrictive, of the outstanding shares of any class or series of stock of the Issuer excluding any outstanding shares of stock not treated as outstanding for federal income tax purposes (such limits under the Notes Documents and the Charter, the “Ownership Cap”).  Accordingly, the Reporting Persons do not beneficially own, and are not reporting herein, Shares that, as a result of the Ownership Cap, the Reporting Persons do not have the right to acquire upon conversion of the Notes they hold. Calculations of percentage ownership in this Schedule 13G/A which reflect the limitation of the Ownership Cap are based on the Shares outstanding shown in the Form 10-Q above.  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.

 

 

  

 

 

CUSIP No. 76120W708SCHEDULE 13GPage 3 of 43

 

 

1

NAME OF REPORTING PERSON

 

Oaktree Real Estate Debt Holdings II, 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

 

1,247,514 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

1,247,514 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,247,514 (1)

 
10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

3.3%

 
12

TYPE OF REPORTING PERSON

 

CO

 

 


(1) Represents the number of Shares of the Issuer that is issuable upon conversion of $15,000,000 principal amount of 4.50% Notes  held by the Reporting Person, at the initial conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes.

 

  

 

 

CUSIP No. 76120W708SCHEDULE 13GPage 4 of 43

 

 

1

NAME OF REPORTING PERSON

 

Investin Pro RED 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

 

264,223 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

264,223 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

264,223 (1)

 
10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.7%

 
12

TYPE OF REPORTING PERSON

 

OO

 

 


(1) Represents the number of Shares of the Issuer that is issuable upon conversion of $3,177,000 principal amount of 4.50% Notes held by the Reporting Person, at the initial conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes.

 

  

 

 

CUSIP No. 76120W708SCHEDULE 13GPage 5 of 43

 

 

1

NAME OF REPORTING PERSON

 

Oaktree (Lux.) III - Oaktree Global Credit Fund

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) 

(b) 

3

SEC USE ONLY

 

 

 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Luxembourg

 

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

350,718 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

350,718 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

350,718 (1)

 
10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.9%

 
12

TYPE OF REPORTING PERSON

 

OO

 

 


(1) Represents the number of Shares of the Issuer that is issuable upon conversion of $4,217,000 principal amount of 4.50% Notes held by the Reporting Person, at the initial conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes.

 

  

 

 

CUSIP No. 76120W708SCHEDULE 13GPage 6 of 43

 

 

1

NAME OF REPORTING PERSON

 

Oaktree Global Credit 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

 

479,544 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

479,544 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

479,544 (1)

 
10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

1.3%

 
12

TYPE OF REPORTING PERSON

 

PN

 

 


(1) Represents the number of Shares of the Issuer that is issuable upon conversion of $5,766,000 principal amount of 4.50% Notes held by the Reporting Person, at the initial conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes.

 

  

 

 

CUSIP No. 76120W708SCHEDULE 13GPage 7 of 43

 

 

1

NAME OF REPORTING PERSON

 

Oaktree Global Credit 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

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

479,544 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

479,544 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

479,544 (1)

 
10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

1.3%

 
12

TYPE OF REPORTING PERSON

 

PN

 

 


(1) Solely in its capacity as the general partner of Oaktree Global Credit Holdings (Delaware), L.P.

 

 

  

 

 

CUSIP No. 76120W708SCHEDULE 13GPage 8 of 43

 

 

1

NAME OF REPORTING PERSON

 

Oaktree Global Credit 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

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

479,544 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

479,544 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

479,544 (1)

 
10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

1.3%

 
12

TYPE OF REPORTING PERSON

 

CO

 

 


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

 

 

  

 

 

CUSIP No. 76120W708SCHEDULE 13GPage 9 of 43

 

 

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

 

3,145,146 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

3,145,146 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,145,146 (1)

 
10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.8%

 
12

TYPE OF REPORTING PERSON

 

PN

 

 


(1) Solely in its capacity as the director of Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd. and Oaktree Global Credit Fund GP Ltd., as the manager of Investin Pro RED Holdings, LLC and Oaktree (Lux.) III - Oaktree Global Credit Fund and as the duly appointed investment manager of certain funds and accounts (the “Managed Entities”) that, in the aggregate, are the direct owners of $37,816,962 principal amount of 4.50% Notes, which would result in the issuance of 3,145,146 Shares, giving effect to the Ownership Cap.

 

 

  

 

 

CUSIP No. 76120W708SCHEDULE 13GPage 10 of 43

 

 

1

NAME OF REPORTING PERSON

 

Oaktree-TSE 16 Real Estate Debt, 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

 

511,980 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

511,980 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

511,980 (1)

 
10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

1.3%

 
12

TYPE OF REPORTING PERSON

 

OO

 

 


(1) Represents the number of Shares of the Issuer that is issuable upon conversion of $6,156,000 principal amount of 4.50% Notes held by the Reporting Person, at the initial conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes.

 

  

 

 

CUSIP No. 76120W708SCHEDULE 13GPage 11 of 43

 

 

1

NAME OF REPORTING PERSON

 

Oaktree Fund GP IIA, 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

 

511,980 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

511,980 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

511,980 (1)

 
10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

1.3%

 
12

TYPE OF REPORTING PERSON

 

OO

 

(1)Solely in its capacity as the manager of Oaktree-TSE 16 Real Estate Debt, LLC.

 

  

 

 

CUSIP No. 76120W708SCHEDULE 13GPage 12 of 43

 

 

1

NAME OF REPORTING PERSON

 

Oaktree Fund GP II, 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

 

511,980 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

511,980 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

511,980 (1)

 
10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

1.3%

 
12

TYPE OF REPORTING PERSON

 

PN

 

 


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

 

 

  

 

 

CUSIP No. 76120W708SCHEDULE 13GPage 13 of 43

 

 

1

NAME OF REPORTING PERSON

 

Oaktree Capital II, 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

 

511,980 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

511,980 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

511,980 (1)

 
10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

1.3%

 
12

TYPE OF REPORTING PERSON

 

PN

 

 


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

 

 

  

 

 

CUSIP No. 76120W708SCHEDULE 13GPage 14 of 43

 

 

1

NAME OF REPORTING PERSON

 

Oaktree Structured Credit Income Fund 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

 

239,689 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

239,689 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

239,689 (1)

 
10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.6%

 
12

TYPE OF REPORTING PERSON

 

PN

 

 


(1) Represents the number of Shares of the Issuer that is issuable upon conversion of $2,882,000 principal amount of 4.50% Notes held by the Reporting Person, at the initial conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes.

 

 

  

 

 

CUSIP No. 76120W708SCHEDULE 13GPage 15 of 43

 

 

1

NAME OF REPORTING PERSON

 

Oaktree Structured Credit Income 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

 

239,689 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

239,689 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

239,689 (1)

 
10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.6%

 
12

TYPE OF REPORTING PERSON

 

PN

 

 


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

 

  

 

 

CUSIP No. 76120W708SCHEDULE 13GPage 16 of 43

 

 

1

NAME OF REPORTING PERSON

 

Oaktree Structured Credit Income 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

 

239,689 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

239,689 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

239,689 (1)

 
10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.6%

 
12

TYPE OF REPORTING PERSON

 

CO

 

 


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

 

  

 

 

CUSIP No. 76120W708SCHEDULE 13GPage 17 of 43

 

 

1

NAME OF REPORTING PERSON

 

Oaktree GC Super Fund, 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

 

124,751 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

124,751 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

124,751 (1)

 
10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.3%

 
12

TYPE OF REPORTING PERSON

 

PN

 

 


(1) Represents the number of Shares of the Issuer that is issuable upon conversion of $1,500,000 principal amount of 4.50% Notes  held by the Reporting Person, at the initial conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes.

 

  

 

 

CUSIP No. 76120W708SCHEDULE 13GPage 18 of 43

 

 

1

NAME OF REPORTING PERSON

 

Oaktree GC Super 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

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

124,751 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

124,751 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

124,751 (1)

 
10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.3%

 
12

TYPE OF REPORTING PERSON

 

PN

 

 


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

 

  

 

 

CUSIP No. 76120W708SCHEDULE 13GPage 19 of 43

 

 

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

 

1,176,001 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

1,176,001 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,176,001 (1)

 
10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

3.0%

 
12

TYPE OF REPORTING PERSON

 

PN

 

 


(1) In its capacity as the direct owner of warrants exercisable for 1,176,001 Shares, exercisable immediately at an exercise price calculated in accordance with the terms of the warrant.

 

 

  

 

 

CUSIP No. 76120W708SCHEDULE 13GPage 20 of 43

 

 

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

 

1,300,752 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

1,300,752 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,300,752 (1)

 
10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

3.3%

 
12

TYPE OF REPORTING PERSON

 

OO

 

 


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

 

  

 

 

CUSIP No. 76120W708SCHEDULE 13GPage 21 of 43

 

 

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

 

1,540,441 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

1,540,441 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,540,441 (1)

 
10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

3.9%

 
12

TYPE OF REPORTING PERSON

 

PN

 

 


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

 

  

 

 

CUSIP No. 76120W708SCHEDULE 13GPage 22 of 43

 

 

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

 

1,540,441 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

1,540,441 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,540,441 (1)

 
10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

3.9%

 
12

TYPE OF REPORTING PERSON

 

PN

 

 


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

 

  

 

 

CUSIP No. 76120W708SCHEDULE 13GPage 23 of 43

 

 

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

 

1,540,441 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

1,540,441 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,540,441 (1)

 
10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

3.9%

 
12

TYPE OF REPORTING PERSON

 

OO

 

 


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

 

  

 

 

CUSIP No. 76120W708SCHEDULE 13GPage 24 of 43

 

 

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

 

1,540,441 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

1,540,441 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,540,441 (1)

 
10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

3.9%

 
12

TYPE OF REPORTING PERSON

 

OO

 

 


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

 

 

  

 

 

CUSIP No. 76120W708SCHEDULE 13GPage 25 of 43

 

 

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

 

3,145,146 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

3,145,146 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,145,146 (1)

 
10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.8%

 
12

TYPE OF REPORTING PERSON

 

OO

 

 


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

 

 

  

 

 

CUSIP No. 76120W708SCHEDULE 13GPage 26 of 43

 

 

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

 

3,145,146 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

3,145,146 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,145,146 (1)

 
10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.8%

 
12

TYPE OF REPORTING PERSON

 

OO

 

 


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

 

  

 

 

CUSIP No. 76120W708SCHEDULE 13GPage 27 of 43

 

 

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

 

1,540,441 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

1,540,441 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,540,441 (1)

 
10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

3.9%

 
12

TYPE OF REPORTING PERSON

 

OO

 

 


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

 

 

  

 

 

CUSIP No. 76120W708SCHEDULE 13GPage 28 of 43

 

 

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

 

3,145,146 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

3,145,146 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,145,146 (1)

 
10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.8%

 
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. 76120W708SCHEDULE 13GPage 29 of 43

 

 

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

 

3,145,146 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

3,145,146 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,145,146 (1)

 
10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.8%

 
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. 76120W708SCHEDULE 13GPage 30 of 43

 

 

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

 

3,145,146 (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

3,145,146 (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,145,146 (1)

 
10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.8%

 
12

TYPE OF REPORTING PERSON

 

HC

 

 


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

 

 

  

 

 

CUSIP No. 76120W708SCHEDULE 13GPage 31 of 43

 

 

ITEM 1.(a)

NAME OF ISSUER:

 

Exantas Capital Corp.

   
 (b)

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

 

712 Fifth Avenue, 12th Floor, New York, NY 10019

 
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 Real Estate Debt Holdings, Ltd., a Cayman Islands exempted company, in its capacity as the direct holder of $16,439,000 principal amount of 4.50% Notes, which is convertible into 1,367,192 Shares at a conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes.
   
 (2)Oaktree Real Estate Debt Holdings II, Ltd., a Cayman Islands exempted company, in its capacity as the direct holder of $15,000,000 principal amount of 4.50% Notes, which is convertible into 1,247,514 Shares at a conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes.
   
 (3)Investin Pro RED Holdings, LLC, a Delaware limited liability company, in its capacity as the direct holder of $3,177,000 principal amount of 4.50% Notes, which is convertible into 264,223 Shares at a conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes.
   
 (4)Oaktree (Lux.) III - Oaktree Global Credit Fund, a Luxembourg fund, in its capacity as the direct holder of $4,217,000 principal amount of 4.50% Notes, which is convertible into 350,718 Shares at a conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes
   
 (5)Oaktree Global Credit Holdings (Delaware), L.P., a Delaware limited partnership, in its capacity as the direct holder of $5,766,000 principal amount of 4.50% Notes, which is convertible into 479,544 Shares at a conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes
   
 (6)Oaktree Global Credit Fund GP, L.P., a Delaware limited partnership, in its capacity as the general partner of Oaktree Global Credit Holdings (Delaware), L.P.
   
 (7)Oaktree Global Credit Fund GP Ltd., a Delaware corporation, in its capacity as the general partner of Oaktree Global Credit Fund GP, L.P.
   
 (8)Oaktree Capital Management, L.P., a Delaware limited partnership, in its capacity as the director of Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd. and Oaktree Global Credit Fund GP Ltd., as the manager of Investin Pro RED Holdings, LLC and Oaktree (Lux.) III - Oaktree Global Credit Fund and as the duly appointed investment manager of the Managed Entities that, in the aggregate, are the direct owners of $37,816,962 principal amount of 4.50% Notes, which would result in the issuance of 3,145,146 Shares, giving effect to the Ownership Cap.
   
 (9)Oaktree-TSE 16 Real Estate Debt, LLC, a Delaware limited liability company, in its capacity as the direct holder of $6,156,000 principal amount of 4.50% Notes, which is convertible into 511,980 Shares at a conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes.
   
 (10)Oaktree Fund GP IIA, LLC, a Delaware limited liability company, in its capacity as the manager of Oaktree-TSE 16 Real Estate Debt, LLC.

 

 

  

 

 

CUSIP No. 76120W708SCHEDULE 13GPage 32 of 43

 

 

 (11)Oaktree Fund GP II, L.P., a Delaware limited partnership, in its capacity as the managing member of Oaktree Fund GP IIA, LLC.
   
 (12)Oaktree Capital II, L.P., a Delaware limited partnership, in its capacity as the general partner of Oaktree Fund GP II, L.P.
   
 (13)Oaktree Structured Credit Income Fund Holdings (Delaware), L.P., a Delaware limited liability company, in its capacity as the direct holder of $2,882,000 principal amount of 4.50% Notes, which is convertible into 239,689 Shares at a conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes.
   
 (14)Oaktree Structured Credit Income Fund GP, L.P., a Cayman Islands limited partnership, in its capacity as the general partner of Oaktree Structured Credit Income Fund Holdings (Delaware), L.P.
   
 (15)Oaktree Structured Credit Income Fund GP Ltd., a Cayman Islands exempted company, in its capacity as the general partner of Oaktree Structured Credit Income Fund GP, L.P.
   
 (16)Oaktree GC Super Fund, L.P., a Delaware limited partnership, in its capacity as the direct holder of $1,500,000 principal amount of 4.50% Notes, which is convertible into 124,751 Shares at a conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes.
   
 (17)Oaktree GC Super Fund GP, L.P., a Delaware limited partnership, in its capacity as the general partner of Oaktree GC Super Fund, L.P.
   
 (18)Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., a Delaware limited partnership, in its capacity as the direct owner of warrants exercisable for 1,176,001 Shares, exercisable immediately at an exercise price calculated in accordance with the terms of the warrant.
   
 (19)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.;
   
 (20)Oaktree Fund GP I, L.P., a Delaware limited partnership, in its capacity as the sole shareholder of Oaktree Structured Credit Income Fund GP Ltd. and the managing member of Oaktree Fund GP, LLC.
   
 (21)Oaktree Capital I, L.P., a Delaware limited partnership, in its capacity as the general partner of Oaktree Fund GP I, L.P.
   
 (22)OCM Holdings I, LLC, a Delaware limited liability company, in its capacity as the general partner of Oaktree Capital I, L.P.
   

 

 

  

 

 

CUSIP No. 76120W708SCHEDULE 13GPage 33 of 43

 

 

 (23)Oaktree Holdings, LLC, a Delaware limited liability company, in its capacity as the managing member of OCM Holdings I, LLC.
   
 (24)Oaktree Capital Management GP, LLC, a Delaware limited liability company, in its capacity as the general partner of Oaktree Capital Management, L.P.
   
 (25)Atlas OCM Holdings LLC, a Delaware limited liability company, in its capacity as the sole managing member of Oaktree Capital Management GP, LLC;
   
 (26)Oaktree Capital Group, LLC, a Delaware limited liability company, in its capacity as the managing member of Oaktree Holdings, LLC.
   
 (27)Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company, in its capacity as the indirect owner of the class B units of each of OCG and Atlas;
   
 (28)Brookfield Asset Management Inc., a Canadian corporation, in its capacity as the indirect owner of the class A units of each of OCG and Atlas.
   
 (29)Partners Limited, a Canadian corporation, in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield Asset Management Inc.
   
 The principal business address of each of the Reporting Persons is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071.

 

 (d)

TITLE OF CLASS OF SECURITIES:

 

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

   
 (e)

CUSIP NUMBER:

 

76120W708

 

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.
  

 

 

  

 

 

CUSIP No. 76120W708SCHEDULE 13GPage 34 of 43

 

 

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 Real Estate Debt Holdings, Ltd. holds $16,439,000 principal amount of 4.50% Notes, which is convertible into 1,367,192 Shares at a conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes (representing approximately 3.6% of outstanding Shares).

 

Oaktree Real Estate Debt Holdings II, Ltd. holds $15,000,000 principal amount of 4.50% Notes, which is convertible into 1,247,514 Shares at a conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes (representing approximately 3.3% of outstanding Shares).

 

Investin Pro RED Holdings, LLC holds $3,177,000 principal amount of 4.50% Notes, which is convertible into 264,223 Shares at a conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes (representing approximately 0.7% of outstanding Shares).

 

Oaktree (Lux.) III - Oaktree Global Credit Fund holds $4,217,000 principal amount of 4.50% Notes, which is convertible into 350,718 Shares at a conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes (representing approximately 0.9% of outstanding Shares).

 

Oaktree Global Credit Holdings (Delaware), L.P. holds $5,766,000 principal amount of 4.50% Notes, which is convertible into 479,544 Shares at a conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes (representing approximately 1.3% of outstanding Shares).

 

Oaktree Global Credit Fund GP, L.P., in its capacity as the general partner of Oaktree Global Credit Holdings (Delaware), L.P. has the ability to direct the business of Oaktree Global Credit Holdings (Delaware), L.P., including with regard to the voting and disposition of securities held by Oaktree Global Credit Holdings (Delaware), L.P.; therefore, Oaktree Global Credit Fund GP, L.P. may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree Global Credit Holdings (Delaware), L.P.

 

Oaktree Global Credit Fund GP Ltd., in its capacity as the general partner of Oaktree Global Credit Fund GP, L.P. has the ability to direct the business of Oaktree Global Credit Fund GP, L.P., including with regard to the voting and disposition of securities held by Oaktree Global Credit Holdings (Delaware), L.P.; therefore, Oaktree Global Credit Fund GP Ltd. may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree Global Credit Holdings (Delaware), L.P.

 

Oaktree Capital Management, L.P., in its capacity as the director of Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd. and Oaktree Global Credit Fund GP Ltd., as the manager of Investin Pro RED Holdings, LLC and Oaktree (Lux.) III - Oaktree Global Credit Fund and as the duly appointed investment manager of the Managed Funds, has the ability to direct the management of the business of Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd., Oaktree Global Credit Fund GP Ltd., Investin Pro RED Holdings, LLC, Oaktree (Lux.) III - Oaktree Global Credit Fund and the Managed Funds, respectively, including the power to vote and dispose of securities held by them; therefore, Oaktree Capital Management, L.P. may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd., Oaktree Global Credit Holdings (Delaware), L.P., Investin Pro RED Holdings, LLC, Oaktree (Lux.) III - Oaktree Global Credit Fund and the Managed Funds.

 

Oaktree-TSE 16 Real Estate Debt, LLC holds $6,156,000 principal amount of 4.50% Notes, which is convertible into 511,980 Shares at a conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes (representing approximately 1.3% of outstanding Shares).

 

 

  

 

 

CUSIP No. 76120W708SCHEDULE 13GPage 35 of 43

 

 

 

Oaktree Fund GP IIA, LLC, in its capacity as the manager of Oaktree-TSE 16 Real Estate Debt, LLC, has the ability to direct the management of the business of Oaktree-TSE 16 Real Estate Debt, LLC, including the power to vote and dispose of securities held by it; therefore, Oaktree Fund GP IIA, LLC may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree-TSE 16 Real Estate Debt, LLC.

 

Oaktree Fund GP II, L.P., in its capacity as the managing member of Oaktree Fund GP IIA, LLC, has the ability to direct the management of the business of Oaktree Fund GP IIA, LLC, including with regard to the voting and disposition of securities held by Oaktree-TSE 16 Real Estate Debt, LLC; therefore, Oaktree Fund GP II, L.P. may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree-TSE 16 Real Estate Debt, LLC.

 

Oaktree Capital II, L.P., in its capacity as the general partner of Oaktree Fund GP II, L.P., has the ability to direct the business of Oaktree Fund GP II, L.P., including with regard to the voting and disposition of securities held by Oaktree-TSE 16 Real Estate Debt, LLC; therefore, Oaktree Capital II, L.P. may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree-TSE 16 Real Estate Debt, LLC.

 

Oaktree Structured Credit Income Fund Holdings (Delaware), L.P. holds $2,882,000 principal amount of 4.50% Notes, which is convertible into 239,689 Shares at a conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes (representing approximately 0.6% of outstanding Shares).

 

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

 

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

 

Oaktree GC Super Fund, L.P. holds $1,500,000 principal amount of 4.50% Notes, which is convertible into 124,751 Shares at a conversion rate for 4.50% Notes of 83.1676 Shares per $1,000 principal amount of 4.50% Notes (representing approximately 0.3% of outstanding Shares).

 

Oaktree GC Super Fund GP, L.P., in its capacity as the general partner of Oaktree GC Super Fund, L.P., has the ability to direct the business of Oaktree GC Super Fund, L.P., including with regard to the voting and disposition of securities held by Oaktree GC Super Fund, L.P.; therefore, Oaktree GC Super Fund GP, L.P. may be deemed to beneficially own the Shares issuable upon conversion of the Notes held Oaktree GC Super Fund, L.P.

 

Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. holds an aggregate of 1,176,001 Shares, consisting of warrants to purchase 1,176,001 Shares exercisable immediately at an exercise price calculated in accordance with the terms of the warrant, constituting approximately 3.0% 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 GC Super Fund GP, L.P. and Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., has the ability to direct the management of the business of Oaktree GC Super Fund GP, L.P. and Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., including the power to vote and dispose of securities held by Oaktree GC Super Fund GP, L.P. and 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 Notes held by Oaktree GC Super Fund, L.P. and warrants held by Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.

 

Oaktree Fund GP I, L.P., in its capacity as the sole shareholder of Oaktree Structured Credit Income Fund GP Ltd. and the managing member of Oaktree Fund GP, LLC., has the ability to direct the management of Oaktree Fund GP, LLC’s and Oaktree Structured Credit Income Fund GP Ltd.’s business, including the power to direct the decisions of Oaktree Fund GP, LLC and Oaktree Structured Credit Income Fund GP Ltd. regarding the vote and disposition of securities held by Oaktree GC Super Fund, L.P., Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. and Oaktree Structured Credit Income Fund 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., Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. and Oaktree Structured Credit Income Fund Holdings (Delaware), L.P.

 

 

  

 

 

CUSIP No. 76120W708SCHEDULE 13GPage 36 of 43

 

 

 

 

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., Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. and Oaktree Structured Credit Income Fund 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., Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. and Oaktree Structured Credit Income Fund 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., Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. and Oaktree Structured Credit Income Fund 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., Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. and Oaktree Structured Credit Income Fund 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 GC Super Fund, L.P., Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. and Oaktree Structured Credit Income Fund Holdings (Delaware), L.P.; therefore, Oaktree Holdings, LLC may be deemed to have indirect beneficial ownership of the Shares held by Oaktree GC Super Fund, L.P., Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. and Oaktree Structured Credit Income Fund Holdings (Delaware), L.P.

 

Oaktree Capital Management GP, LLC, in its capacity as the general partner of Oaktree Capital Management, L.P., has the ability to direct the management of the business of Oaktree Capital Management, L.P., including with regard to the voting and disposition of securities held by Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd., Oaktree Global Credit Holdings (Delaware), L.P., Investin Pro RED Holdings, LLC, Oaktree (Lux.) III - Oaktree Global Credit Fund and the Managed Funds; therefore, Oaktree Capital Management GP, LLC may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd., Oaktree Global Credit Holdings (Delaware), L.P., Investin Pro RED Holdings, LLC, Oaktree (Lux.) III - Oaktree Global Credit Fund and the Managed Funds.

 

Atlas OCM Holdings LLC, in its capacity as the sole managing member of Oaktree Capital Management GP, LLC, has the ability to direct the management of Oaktree Capital Management GP, LLC’s business, including with regard to the voting and disposition of securities held by Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd., Oaktree Global Credit Holdings (Delaware), L.P., Investin Pro RED Holdings, LLC, Oaktree (Lux.) III - Oaktree Global Credit Fund and the Managed Funds; therefore, Atlas OCM Holdings LLC may be deemed to have indirect beneficial ownership of the Shares held by Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd., Oaktree Global Credit Holdings (Delaware), L.P., Investin Pro RED Holdings, LLC, Oaktree (Lux.) III - Oaktree Global Credit Fund and the Managed Funds.

 

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 GC Super Fund, L.P., Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. and Oaktree Structured Credit Income Fund Holdings (Delaware), L.P., LLC; therefore, Oaktree Capital Group, LLC may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree GC Super Fund, L.P., Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. and Oaktree Structured Credit Income Fund Holdings (Delaware), L.P.

 

 

  

 

 

CUSIP No. 76120W708SCHEDULE 13GPage 37 of 43

 

 

 

Oaktree Capital Group Holdings GP, LLC, in its capacity as the indirect owner of the class B units of each of Oaktree Capital Group, LLC and Atlas Oaktree Capital Group, LLC, has the ability to appoint and remove certain directors of Oaktree Capital Group, LLC and Atlas Oaktree Capital Group, LLC and, as such, may indirectly control the decisions of Oaktree Capital Group, LLC and Atlas Oaktree Capital Group, LLC regarding the vote and disposition of securities held by Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd., Oaktree Global Credit Holdings (Delaware), L.P., Investin Pro RED Holdings, LLC, Oaktree (Lux.) III - Oaktree Global Credit Fund, the Managed Funds, Oaktree GC Super Fund, L.P., Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., Oaktree Structured Credit Income Fund Holdings (Delaware), L.P. and Oaktree-TSE 16 Real Estate Debt, LLC; therefore, Oaktree Capital Group Holdings GP, LLC may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd., Oaktree Global Credit Holdings (Delaware), L.P., Investin Pro RED Holdings, LLC, Oaktree (Lux.) III - Oaktree Global Credit Fund, the Managed Funds, Oaktree GC Super Fund, L.P., Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., Oaktree Structured Credit Income Fund Holdings (Delaware), L.P. and Oaktree-TSE 16 Real Estate Debt, LLC.

 

Brookfield Asset Management Inc., in its capacity as the indirect owner of the class A units of each of Oaktree Capital Group, LLC and Atlas Oaktree Capital Group, LLC, has the ability to appoint and remove certain directors of Oaktree Capital Group, LLC and Atlas Oaktree Capital Group, LLC and, as such, may indirectly control the decisions of Oaktree Capital Group, LLC and Atlas Oaktree Capital Group, LLC regarding the vote and disposition of securities held by Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd., Oaktree Global Credit Holdings (Delaware), L.P., Investin Pro RED Holdings, LLC, Oaktree (Lux.) III - Oaktree Global Credit Fund, the Managed Funds, Oaktree GC Super Fund, L.P., Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., Oaktree Structured Credit Income Fund Holdings (Delaware), L.P. and Oaktree-TSE 16 Real Estate Debt, LLC; therefore, Brookfield Asset Management Inc. may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd., Oaktree Global Credit Holdings (Delaware), L.P., Investin Pro RED Holdings, LLC, Oaktree (Lux.) III - Oaktree Global Credit Fund, the Managed Funds, Oaktree GC Super Fund, L.P., Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., Oaktree Structured Credit Income Fund Holdings (Delaware), L.P. and Oaktree-TSE 16 Real Estate Debt, LLC.

 

Partners Limited, in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield Asset Management Inc. has the ability to appoint and remove certain directors of Brookfield Asset Management Inc. and, as such, may indirectly control the decisions of Brookfield Asset Management Inc. regarding the vote and disposition of securities held by Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd., Oaktree Global Credit Holdings (Delaware), L.P., Investin Pro RED Holdings, LLC, Oaktree (Lux.) III - Oaktree Global Credit Fund, the Managed Funds, Oaktree GC Super Fund, L.P., Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., Oaktree Structured Credit Income Fund Holdings (Delaware), L.P. and Oaktree-TSE 16 Real Estate Debt, LLC; therefore, Partners Limited may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree Real Estate Debt Holdings, Ltd., Oaktree Real Estate Debt Holdings II, Ltd., Oaktree Global Credit Holdings (Delaware), L.P., Investin Pro RED Holdings, LLC, Oaktree (Lux.) III - Oaktree Global Credit Fund, the Managed Funds, Oaktree GC Super Fund, L.P., Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., Oaktree Structured Credit Income Fund Holdings (Delaware), L.P. and Oaktree-TSE 16 Real Estate Debt, LLC.

 

All calculations of percentage ownership in this Schedule 13G/A below the Ownership Cap are based on an aggregate of 39,434,124 Shares outstanding comprised of (i) 32,093,325 Shares outstanding as of November 6, 2020, as reported by the Issuer on its Form 10-Q, (ii) 6,164,798 Shares issuable upon conversion of all of the Notes held by the Reporting Persons at the respective conversion rate for such Notes and (iii) an aggregate principal amount of 1,176,001 warrants to purchase Shares held by the Reporting Person exercisable immediately at an exercise price calculated in accordance with the terms of the warrant.  The Reporting Persons do not beneficially own, and are not reporting herein, Shares that, as a result of the Ownership Cap, the Reporting Persons do not have the right to acquire upon conversion of the Notes they hold. Calculations of percentage ownership in this Schedule 13G/A which reflect the limitation of the Ownership Cap are based on 32,093,325 Shares outstanding as of November 6, 2020, as reported by the Issuer in the Form 10-Q.  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. 76120W708SCHEDULE 13GPage 38 of 43

 

 

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. 76120W708SCHEDULE 13GPage 39 of 43

 

 

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 REAL ESTATE DEBT HOLDINGS, LTD. 
   
 By:Oaktree Capital Management, L.P. 
 Its:Director 
    
 By:/s/ Brian Price 
 Name:Brian Price 
 Title:Vice President 
   
   
 OAKTREE REAL ESTATE DEBT HOLDINGS II, LTD. 
   
 By:Oaktree Capital Management, L.P. 
 Its:Director 
    
 By:/s/ Brian Price 
 Name:Brian Price 
 Title:Vice President 
   
   
 INVESTIN PRO RED HOLDINGS, LLC 
   
 By:Oaktree Capital Management, L.P. 
 Its:Manager 
    
 By:/s/ Brian Price 
 Name:Brian Price 
 Title:Vice President 
    
    
 OAKTREE (LUX.) III – OAKTREE GLOBAL CREDIT FUND 
    
 By:Oaktree Capital Management, L.P. 
 Its:Investment Manager 
    
 By:/s/ Brian Price 
 Name:Brian Price 
 Title:Vice President 
    
 OAKTREE GLOBAL CREDIT HOLDINGS (DELAWARE), L.P. 
    
 By:Oaktree Global Credit Fund GP, L.P. 
 Its:Partner 
    
 By:Oaktree Global Credit Fund GP Ltd. 
 Its:General Partner 
    
 By:Oaktree Capital Management, L.P. 
 Its:Director 
    
    
 By:/s/ Brian Price 
 Name:Brian Price 
 Title:Vice President 
    
    

 

 

  

 

 

CUSIP No. 76120W708SCHEDULE 13GPage 40 of 43

 

 

 OAKTREE CAPITAL MANAGEMENT, L.P. 
   
 By:/s/ Brian Price 
 Name: Brian Price 
 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/ Brian Price 
 Name: Brian Price 
 Title: Vice President 
    
    
 ATLAS OCM HOLDINGS, LLC 
    
 By:Oaktree New Holdings, LLC 
 Its:Member 
    
 By:/s/ Brian Price 
 Name: Brian Price 
    
   
 OAKTREE-TSE 16 REAL ESTATE DEBT, LLC 
    
 By:Oaktree Fund GP IIA, LLC 
 Its:Manager 
    
 By:Oaktree Fund GP II, L.P. 
 Its:Managing Manager 
    
 By:/s/ Brian Price 
 Name: Brian Price 
 Title:Authorized Signatory 

 

 OAKTREE FUND GP IIA, LLC 
   
 By:Oaktree Fund GP II, L.P. 
 Its:Managing Member 
    
 By:/s/ Brian Price 
 Name:Brian Price 
 Title:Authorized Signatory 
    
    
 OAKTREE FUND GP II, L.P. 
    
 By:/s/ Brian Price 
 Name:Brian Price 
 Title:Authorized Signatory 
    
    

 

 

  

 

 

CUSIP No. 76120W708SCHEDULE 13GPage 41 of 43

 

 

 OAKTREE CAPITAL II, L.P. 
    
    
 By:/s/ Brian Price 
 Name: Brian Price 
 Title: Authorized Signatory 
    
    
 OAKTREE STRUCTURED CREDIT INCOME FUND HOLDINGS (DELAWARE), L.P. 
    
 By:Oaktree Structured Credit Income Fund GP, L.P. 
 Its:General Partner 
    
 By:Oaktree Structured Credit Income Fund GP Ltd. 
 Its:General Partner 
    
 By:Oaktree Capital Management, L.P. 
 Its:Director 
    
 By:/s/ Brian Price 
 Name: Brian Price 
 Title: Vice President 
    
    
 OAKTREE GC SUPER FUND, L.P. 
    
 By:Oaktree GC Super Fund GP, L.P. 
 Its:General Partner 
    
 By:Oaktree Fund GP, LLC 
 Its:General Partner 
    
 By:Oaktree Fund GP I, L.P. 
 Its:Managing Member 
    
 By:/s/ Brian Price   
 Name: Brian Price 
 Title: Authorized Signatory 
    
    
 

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/ Brian Price 
 Name: Brian Price 
 Title: Authorized Signatory 
    

 

  

 

 

CUSIP No. 76120W708SCHEDULE 13GPage 42 of 43

 

 

 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 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. 76120W708SCHEDULE 13GPage 43 of 43

 

 

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).

 

 

  

 

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 16, 2021

 

 OAKTREE REAL ESTATE DEBT HOLDINGS, LTD. 
   
 By:Oaktree Capital Management, L.P. 
 Its:Director 
    
 By:/s/ Brian Price 
 Name:Brian Price 
 Title:Vice President 
   
   
 OAKTREE REAL ESTATE DEBT HOLDINGS II, LTD. 
   
 By:Oaktree Capital Management, L.P. 
 Its:Director 
    
 By:/s/ Brian Price 
 Name:Brian Price 
 Title:Vice President 
   
   
 INVESTIN PRO RED HOLDINGS, LLC 
   
 By:Oaktree Capital Management, L.P. 
 Its:Manager 
    
 By:/s/ Brian Price 
 Name:Brian Price 
 Title:Vice President 
    
    
 OAKTREE (LUX.) III – OAKTREE GLOBAL CREDIT FUND 
    
 By:Oaktree Capital Management, L.P. 
 Its:Investment Manager 
    
 By:/s/ Brian Price 
 Name:Brian Price 
 Title:Vice President 
    
 OAKTREE GLOBAL CREDIT HOLDINGS (DELAWARE), L.P. 
    
 By:Oaktree Global Credit Fund GP, L.P. 
 Its:Partner 
    
 By:Oaktree Global Credit Fund GP Ltd. 
 Its:General Partner 
    
 By:Oaktree Capital Management, L.P. 
 Its:Director 
    
    
 By:/s/ Brian Price 
 Name:Brian Price 
 Title:Vice President 
    
    

 

 

  

 

 

 OAKTREE CAPITAL MANAGEMENT, L.P. 
   
 By:/s/ Brian Price 
 Name: Brian Price 
 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/ Brian Price 
 Name: Brian Price 
 Title: Vice President 
    
    
 ATLAS OCM HOLDINGS, LLC 
    
 By:Oaktree New Holdings, LLC 
 Its:Member 
    
 By:/s/ Brian Price 
 Name: Brian Price 
    
   
 OAKTREE-TSE 16 REAL ESTATE DEBT, LLC 
    
 By:Oaktree Fund GP IIA, LLC 
 Its:Member 
    
 By:Oaktree Fund GP II, L.P. 
 Its:Managing Member 
    
 By:/s/ Brian Price 
 Name: Brian Price 
 Title: Authorized Signatory 

 

 OAKTREE FUND GP IIA, LLC 
   
 By:Oaktree Fund GP II, L.P. 
 Its:Managing Member 
    
 By:/s/ Brian Price 
 Name:Brian Price 
 Title:Authorized Signatory 
    
    
 OAKTREE FUND GP II, L.P. 
    
 By:/s/ Brian Price 
 Name:Brian Price 
 Title:Authorized Signatory 
    
    
 OAKTREE CAPITAL II, L.P. 
    
    
 By:/s/ Brian Price 
 Name:Brian Price 
 Title:Authorized Signatory 
    
    
    

 

 

  

 

 

 OAKTREE STRUCTURED CREDIT INCOME FUND HOLDINGS (DELAWARE), L.P. 
    
 By:Oaktree Structured Credit Income Fund GP, L.P. 
 Its:General Partner 
    
 By:Oaktree Structured Credit Income Fund GP Ltd. 
 Its:General Partner 
    
 By:Oaktree Capital Management, L.P. 
 Its:Director 
    
 By:/s/ Brian Price 
 Name: Brian Price 
 Title: Vice President 
    
    
 OAKTREE GC SUPER FUND, L.P. 
    
 By:Oaktree GC Super Fund GP, L.P. 
 Its:General Partner 
    
 By:Oaktree Fund GP, LLC 
 Its:General Partner 
    
 By:Oaktree Fund GP I, L.P. 
 Its:Managing Member 
    
 By:/s/ Brian Price 
 Name: Brian Price 
 Title: Authorized Signatory 
    
    
 

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/ 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 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