|
Bonanza Creek Energy, Inc.
|
|
(Name of Issuer)
|
|
|
|
Common Stock, par value $0.01
|
|
(Title of Class of Securities)
|
|
|
|
097793400
|
|
(CUSIP Number)
|
|
|
|
December 31, 2018
|
|
(Date of Event which Requires Filing of this Statement)
|
|
Check the appropriate box to designate the rule pursuant to which this Schedule is filed.
|
|
☐
|
Rule 13d-1(b)
|
|
☒
|
Rule 13d-1(c)
|
|
☐
|
Rule 13d-1(d)
|
|
|
|
|
|
|
|
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
|
|
|
|
|
|
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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|
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CUSIP No. 097793400
|
SCHEDULE 13G
|
Page 2 of 18
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Opportunities Fund X Holdings (Delaware), L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
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
350,078 (1)
|
|
6
|
SHARED VOTING POWER
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
350,078 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
350,078 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.70% (2)
|
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
(1)
|
In its capacity as the direct owner of 350,078 shares of common stock, par value $0.01 per share (the “Shares”) of the Issuer.
|
|
(2)
|
All calculations of percentage ownership herein are based upon an aggregate of 20,543,940 Shares outstanding as of November 5, 2018, 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 8, 2018 (the “Form 10-Q”).
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|
CUSIP No. 097793400
|
SCHEDULE 13G
|
Page 3 of 18
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
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
1,000,000 (1)
|
|
6
|
SHARED VOTING POWER
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
1,000,000 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.87%
|
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
(1)
|
In its capacity as the direct owner of 1,000,000 Shares.
|
|
CUSIP No. 097793400
|
SCHEDULE 13G
|
Page 4 of 18
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Opportunities Fund IX Delaware, L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
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
350,078 (1)
|
|
6
|
SHARED VOTING POWER
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
350,078 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
350,078 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.70%
|
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
(1)
|
In its capacity as the direct owner of 350,078 Shares.
|
|
CUSIP No. 097793400
|
SCHEDULE 13G
|
Page 5 of 18
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Fund GP, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
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
1,700,156 (1)
|
|
6
|
SHARED VOTING POWER
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
1,700,156 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,700,156 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.28%
|
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
(1)
|
Solely in its capacity as the general partner of Oaktree Opportunities Fund X Holdings (Delaware), L.P., Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. and Oaktree Opportunities Fund IX Delaware, L.P.
|
|
CUSIP No. 097793400
|
SCHEDULE 13G
|
Page 6 of 18
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Fund GP I, L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
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
1,700,156 (1)
|
|
6
|
SHARED VOTING POWER
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
1,700,156 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,700,156 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.28%
|
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
(1)
|
Solely in its capacity as the managing member of Oaktree Fund GP, LLC.
|
|
CUSIP No. 097793400
|
SCHEDULE 13G
|
Page 7 of 18
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital I, L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
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
1,700,156 (1)
|
|
6
|
SHARED VOTING POWER
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
1,700,156 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,700,156 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.28%
|
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
(1)
|
Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.
|
|
CUSIP No. 097793400
|
SCHEDULE 13G
|
Page 8 of 18
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OCM Holdings I, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
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
1,700,156 (1)
|
|
6
|
SHARED VOTING POWER
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
1,700,156 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,700,156 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.28%
|
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
(1)
|
Solely in its capacity as the general partner of Oaktree Capital I, L.P.
|
|
CUSIP No. 097793400
|
SCHEDULE 13G
|
Page 9 of 18
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Holdings, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
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
1,700,156 (1)
|
|
6
|
SHARED VOTING POWER
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
1,700,156 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,700,156 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.28%
|
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
(1)
|
Solely in its capacity as the managing member of OCM Holdings I, LLC.
|
|
CUSIP No. 097793400
|
SCHEDULE 13G
|
Page 10 of 18
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital Group, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
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
1,700,156 (1)
|
|
6
|
SHARED VOTING POWER
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
1,700,156 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,700,156 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.28%
|
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
(1)
|
Solely in its capacity as the managing member of Oaktree Holdings, LLC and as the sole shareholder of Oaktree Holdings, Inc.
|
|
CUSIP No. 097793400
|
SCHEDULE 13G
|
Page 11 of 18
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital Group Holdings GP, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
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
1,700,156 (1)
|
|
6
|
SHARED VOTING POWER
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
1,700,156 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,700,156 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.28%
|
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
(1)
|
Solely in its capacity as the duly elected manager of Oaktree Capital Group, LLC.
|
|
CUSIP No. 097793400
|
SCHEDULE 13G
|
Page 12 of 18
|
|
ITEM 1.
|
(a)
|
Name of Issuer:
|
|
|
|
Bonanza Creek Energy, Inc.
|
|
|
(b)
|
Address of Issuer’s Principal Executive Offices:
|
|
|
|
410 17th Street, Suite 1400
Denver, CO 80202
|
|
|
|
|
|
ITEM 2.
|
(a)-(c) Name of Person Filing; Address of Principal Business Office; and Citizenship
|
|
|
|
|
|
|
|
This Schedule 13G is filed jointly by each of the following persons (collectively, the “Reporting Persons”) pursuant to a joint filing agreement attached hereto as Exhibit 1:
|
|
|
|
(1)
|
Oaktree Opportunities Fund X Holdings (Delaware), L.P., a Delaware limited Partnership (“X Holdings”), in its capacity as the direct owner 350,078 Shares;
|
||
|
|
(2)
|
Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., a Delaware limited partnership (“Xb Holdings), in its capacity as the direct owner of 1,000,000 Shares;
|
||
|
(3)
|
Oaktree Opportunities Fund IX Delaware, L.P., a Delaware limited partnership (“Fund IX”), in its capacity as the direct owner of 350,078 Shares;
|
|||
|
|
|
|
||
|
|
(4)
|
Oaktree Fund GP, LLC, a Delaware limited liability company (“Fund GP”), in its capacity as the general partner of X Holdings, Xb Holdings and Fund IX;
|
||
|
|
|
|
||
|
|
(5)
|
Oaktree Fund GP I, L.P., a Delaware limited partnership (“GP I”), in its capacity as the managing member of Fund GP;
|
||
|
|
|
|
||
|
|
(6)
|
Oaktree Capital I, L.P., a Delaware limited partnership (“Capital I”), in its capacity as the general partner of GP I;
|
||
|
|
|
|
||
|
|
(7)
|
OCM Holdings I, LLC, a Delaware limited liability company (“Holdings I”), in its capacity as the general partner of Capital I;
|
||
|
|
|
|
||
|
|
(8)
|
Oaktree Holdings, LLC, a Delaware limited liability company (“Holdings”) in its capacity as the managing member of Holdings I;
|
||
|
|
(9)
|
Oaktree Capital Group, LLC, a Delaware limited liability company (“OCG”), in its capacity as the managing member of Holdings; and
|
||
|
|
|
|
||
|
(10)
|
Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (“OCGH GP”), in its capacity as the duly elected manager of OCG.
|
|||
|
CUSIP No. 097793400
|
SCHEDULE 13G
|
Page 13 of 18
|
|
|
The principal business address of each of the Reporting Persons is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071.
|
||||
|
|
|
|
|||
|
|
(d)
|
Title of Class of Securities:
|
|||
|
|
|
|
|||
|
|
|
Common Shares, $0.01 par value per share (the “Shares”)
|
|||
|
|
|
|
|||
|
|
(e)
|
CUSIP Number: 097793400
|
|||
|
|
|
|
|||
|
ITEM 3.
|
IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
|
||||
|
|
|
|
|||
|
|
(a)
|
[__] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o)
|
|||
|
|
(b)
|
[__] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)
|
|||
|
|
(c)
|
[__] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)
|
|||
|
|
(d)
|
[__] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)
|
|||
|
|
(e)
|
[__] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E)
|
|||
|
|
(f)
|
[__] An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F);
|
|||
|
|
(g)
|
[__] A Parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G);
|
|||
|
|
(h)
|
[__] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
|
|||
|
|
(i)
|
[__] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
|
|||
|
|
(j)
|
[__] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
|
|||
|
|
|
||||
|
CUSIP No. 097793400
|
SCHEDULE 13G
|
Page 14 of 18
|
|
ITEM 4.
|
OWNERSHIP
|
||
|
|
The responses of the Reporting Persons to Rows 5-9 and 11 in each of their respective cover pages to this Schedule 13G are incorporated herein by reference.
X Holdings directly holds 350,078 Shares, constituting approximately 1.70% of the total issued and outstanding Shares and has the sole power to vote and dispose of such shares.
Xb Holdings directly holds 1,000,000 Shares, constituting approximately 4.87% of the total issued and outstanding Shares and has the sole power to vote and dispose of such Shares.
Fund IX directly holds 350,078 Shares, constituting approximately 1.70% of the total issued and outstanding Shares and has the sole power to vote and dispose of such shares.
Fund GP, in its capacity as the general partner of X Holdings, Xb Holdings and Fund IX, has the ability to direct the management of X Holdings, Xb Holdings and Fund IX’s business, including the power to direct the decisions of X Holdings, Xb Holdings and Fund IX regarding the vote and disposition of securities held by X Holdings, Xb Holdings and Fund IX; therefore, Fund GP may be deemed to have indirect beneficial ownership of the Shares held by X Holdings, Xb Holdings and Fund IX.
GP I, in its capacity as the managing member of Fund GP has the ability to direct the management of the business of Fund GP, including the power to direct the decisions of Fund GP regarding the vote and disposition of securities held by X Holdings, Xb Holdings and Fund IX; therefore, GP I may be deemed to have indirect beneficial ownership of the Shares held by X Holdings, Xb Holdings and Fund IX.
Capital I, in its capacity as the general partner of GP I, has the ability to direct the management of GP I’s business, including the power to direct the decisions of GP I regarding the vote and disposition of securities held by X Holdings, Xb Holdings and Fund IX; therefore, Capital I may be deemed to have indirect beneficial ownership of the Shares held by X Holdings, Xb Holdings and Fund IX.
Holdings I, in its capacity as the general partner of Capital I, has the ability to direct the management of Capital I’s business, including the power to direct the decisions of Capital I regarding the vote and disposition of securities held by X Holdings, Xb Holdings and Fund IX; therefore, Holdings I may be deemed to have indirect beneficial ownership of the Shares held by X Holdings, Xb Holdings and Fund IX.
Holdings, in its capacity as the managing member of Holdings I, has the ability to direct the management of Holding I’s business, including the power to direct the decisions of Holdings I regarding the vote and disposition of securities held by X Holdings, Xb Holdings and Fund IX; therefore, Holdings may be deemed to have indirect beneficial ownership of the Shares held by X Holdings, Xb Holdings and Fund IX.
OCG, in its capacity as the managing member of Holdings, has the ability to direct the management of Holdings’ business, including the power to direct the decisions of Holdings regarding the vote and disposition of securities held by X Holdings, Xb Holdings and Fund IX. Therefore, OCG may be deemed to have indirect beneficial ownership of the Shares held by X Holdings, Xb Holdings and Fund IX.
OCGH GP, in its capacity as the duly appointed manager of OCG, has the ability appoint and remove directors of OCG and, as such, may indirectly control the decisions of OCG regarding the vote and
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CUSIP No. 097793400
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SCHEDULE 13G
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Page 15 of 18
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disposition of securities held by X Holdings, Xb Holdings and Fund IX; therefore, OCGH GP may be deemed to have indirect beneficial ownership of the Shares held by X Holdings, Xb Holdings and Fund IX.
Pursuant to Rule 13d-4 of the Exchange Act, the Reporting Persons declare that filing this Statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement except to the extent of such person’s pecuniary interest in the Shares, and except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person.
All ownership percentages of the securities reported in this Statement are based on 20,543,940 Shares outstanding as of November 5, 2018, as reported by the Issuer on the Form 10-Q, filed with the SEC on November 8, 2018.
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ITEM 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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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 ☐.
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ITEM 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
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Not Applicable.
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ITEM 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
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Not Applicable.
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ITEM 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
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Not applicable.
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ITEM 9.
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NOTICE OF DISSOLUTION OF GROUP
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Not applicable.
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ITEM 10.
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CERTIFICATIONS.
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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.
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CUSIP No. 097793400
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SCHEDULE 13G
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Page 16 of 18
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OAKTREE OPPORTUNITIES FUND X HOLDINGS (DELAWARE), L.P.
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By:
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Oaktree Fund GP, LLC
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Its:
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General Partner
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Authorized Signatory
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OAKTREE OPPORTUNITIES FUND XB HOLDINGS (DELAWARE), L.P.
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By:
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Oaktree Fund GP, LLC
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Its:
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General Partner
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Authorized Signatory
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OAKTREE OPPORTUNITIES FUND IX DELAWARE, L.P.
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By:
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Oaktree Fund GP, L.L.C.
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Its:
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General Partner
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Authorized Signatory
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OAKTREE FUND GP, LLC
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By:
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Oaktree Fund GP I, L.P.
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Its:
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Managing Member
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Authorized Signatory
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CUSIP No. 097793400
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SCHEDULE 13G
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Page 17 of 18
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OAKTREE FUND GP I, L.P.
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Authorized Signatory
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OAKTREE CAPITAL I, L.P.
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Authorized Signatory
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OCM HOLDINGS I, LLC
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Authorized Signatory
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OAKTREE HOLDINGS, LLC
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Vice President
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OAKTREE CAPITAL GROUP, LLC
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Vice President
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OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Vice President
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CUSIP No. 097793400
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SCHEDULE 13G
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Page 18 of 18
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Exhibit 1.
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Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (previously filed).
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