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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Battalion Oil Corporation | AMEX:BATL | AMEX | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.13 | 3.71% | 3.63 | 3.89 | 3.60 | 3.89 | 15,528 | 01:00:00 |
CUSIP No. 40537Q803
|
Page 2 of 20 Pages
|
|
SCHEDULE 13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
OCM HLCN Holdings, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
Not applicable
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
4,710,790(1)
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
4,710,790 (1)
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,710,790 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
27.4%(2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) |
In its capacity as the direct beneficial owner of 4,710,790 shares of common stock, par value $0.0001 (“Common Stock”) per share of the Issuer, including 722,702 shares of Common Stock issuable upon conversion or redemption of the Series
A Preferred Stock directly owned by OCM HLCN Holdings, L.P.
|
(2) |
All calculations of percentage ownership herein are based upon an aggregate of 16,450,507 shares of Common Stock outstanding as of March 28, 2023, in reliance on the representation made by the Issuer in the Series A Purchase Agreement,
plus 722,702 shares of Common Stock issuable upon conversion or redemption of the shares of Series A Preferred Stock owned directly by OCM HLCN Holdings, L.P..
|
CUSIP No. 40537Q803
|
Page 3 of 20 Pages
|
|
SCHEDULE 13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Fund GP, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
Not applicable
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
4,710,790 (1)
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
4,710,790 (1)
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,710,790 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
27.4%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
Solely in its capacity as the general partner of OCM HLCN Holdings, L.P.
|
CUSIP No. 40537Q803
|
Page 4 of 20 Pages
|
|
SCHEDULE 13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Fund GP I, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
Not applicable
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
4,710,790 (1)
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
4,710,790 (1)
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,710,790 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
27.4%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) |
Solely in its capacity as the managing member of Oaktree Fund GP, LLC.
|
CUSIP No. 40537Q803
|
Page 5 of 20 Pages
|
|
SCHEDULE 13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Capital I, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
Not applicable
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
4,710,790 (1)
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
4,710,790 (1)
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,710,790 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
27.1%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) |
Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.
|
CUSIP No. 40537Q803
|
Page 6 of 20 Pages
|
|
SCHEDULE 13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
OCM Holdings I, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
Not applicable
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
4,710,790 (1)
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
4,710,790 (1)
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,710,790 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
27.4%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) |
Solely in its capacity as the general partner of Oaktree Capital I, L.P.
|
CUSIP No. 40537Q803
|
Page 7 of 20 Pages
|
|
SCHEDULE 13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Holdings, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
Not applicable
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
4,710,790 (1)
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
4,710,790 (1)
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,710,790 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
27.4%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) |
Solely in its capacity as the managing member of OCM Holdings I, LLC.
|
CUSIP No. 40537Q803
|
Page 8 of 20 Pages
|
|
SCHEDULE 13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Capital Group, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
Not applicable
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
4,710,790 (1)
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
4,710,790 (1)
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,710,790 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
27.4%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
Solely in its capacity as the managing member of Oaktree Holdings, LLC.
|
CUSIP No. 40537Q803
|
Page 9 of 20 Pages
|
|
SCHEDULE 13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Capital Group Holdings GP, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
Not applicable
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
4,710,790 (1)
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
4,710,790 (1)
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,710,790 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
27.4%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
Solely in its capacity as the indirect owner of the class B units of Oaktree Capital Group LLC.
|
CUSIP No. 40537Q803
|
Page 10 of 20 Pages
|
|
SCHEDULE 13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Brookfield Corporation
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
Not applicable
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Ontario, Canada
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
4,710,790 (1)
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
4,710,790 (1)
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,710,790 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
27.4%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
Solely in its capacity as the indirect owner of the class A units of Oaktree Capital Group, LLC.
|
CUSIP No. 40537Q803
|
Page 11 of 20 Pages
|
|
SCHEDULE 13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
BAM Partners Trust
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
Not applicable
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Ontario, Canada
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
4,710,790 (1)
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
4,710,790 (1)
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,710,790 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
27.4%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
Solely in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield Corporation (f/k/a Brookfield Asset Management, Inc.).
|
CUSIP No. 40537Q803
|
Page 12 of 20 Pages
|
|
SCHEDULE 13D
|
Item 1. |
Security and Issuer.
|
Item 2. |
Identity and Background.
|
(i) |
OCM HLCN Holdings, L.P., a Delaware limited partnership (“OCM HLCN”), whose principal business is to hold the Subject Shares reported herein;
|
(ii) |
Oaktree Fund GP, LLC, a Delaware limited liability company (“GP”), whose principal business is to serve as, and perform the functions of, the manager, managing member or general partner of certain special purpose investment entities,
including OCM HLCN;
|
(iii) |
Oaktree Fund GP I, L.P., a Delaware limited partnership (“GP I”), whose principal business is to (i) serve as, and perform the functions of, the general partner of certain investment funds or to serve as, and perform the functions of,
the managing member of the general partner of certain investment funds and (ii) to act as the sole shareholder of certain controlling entities of certain investment funds;
|
(iv) |
Oaktree Capital I, L.P., a Delaware limited partnership (“Capital I”), whose principal business is to serve as, and perform the functions of, the general partner of GP I;
|
(v) |
OCM Holdings I, LLC, a Delaware limited liability company (“Holdings I”), whose principal business is to serve as, and perform the functions of, the general partner of Capital I and to hold limited partnership interests in Capital I;
|
(vi) |
Oaktree Holdings, LLC, a Delaware limited liability company (“Holdings”), whose principal business is to serve as, and perform the functions of, the managing member of Holdings I; and
|
(vii) |
Oaktree Capital Group, LLC, a Delaware limited liability company (“OCG”), whose principal business is to act as the holding company and controlling entity of each of the general partner and investment adviser of certain investment funds
and separately managed accounts.
|
(viii) |
Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (“OCGH GP”), whose principal business is to serve as, and perform the functions of, the indirect owner of the class B units of OCG, in its capacity as such;
|
(ix) |
Brookfield Corporation (f/k/a Brookfield Asset Management Inc.), an Ontario corporation (“Brookfield”), in its capacity as the indirect owner of the class A units of OCG, in its capacity as such; and
|
CUSIP No. 40537Q803
|
Page 13 of 20 Pages
|
|
SCHEDULE 13D
|
(x) |
BAM Partners Trust, a trust formed under the laws of Ontario (“BAM Partnership”), in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield.
|
Item 3. |
Source and Amount of Funds or Other Consideration.
|
Item 4. |
Purpose of Transaction.
|
Item 5. |
Interest in Securities of the Issuer.
|
CUSIP No. 40537Q803
|
Page 14 of 20 Pages
|
|
SCHEDULE 13D
|
CUSIP No. 40537Q803
|
Page 15 of 20 Pages
|
|
SCHEDULE 13D
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
CUSIP No. 40537Q803
|
Page 16 of 20 Pages
|
|
SCHEDULE 13D
|
Item 7. |
Material to Be Filed as Exhibits.
|
Exhibit 2
|
Registration Rights Agreement, dated October 8, 2019, between Halcón Resources Corporation and the rights holders thereto (incorporated by reference to Exhibit 10.3 of the Issuer’s Current Report on Form 8-K, filed on October 8, 2019).
|
Joint Filing Agreement, by and among the Reporting Persons, dated as of March 30, 2023
|
|
Amendment No. 1 to the Registration Rights Agreement, dated March 28, 2023, by and among the Issuer and the holders named therein.
|
|
Certificate of Designations, dated March 24, 2023, of the Issuer.
|
|
Purchase Agreement, dated March 28, 2023, by and among the Issuer, OCM HLCN and the other parties thereto.
|
CUSIP No. 40537Q803
|
Page 17 of 20 Pages
|
|
SCHEDULE 13D
|
OCM HLCN HOLDINGS, 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:
|
Senior Vice President
|
|
OAKTREE FUND GP, LLC
|
||
By:
|
Oaktree Fund GP I, L.P.
|
|
Its:
|
Managing Member
|
|
By:
|
/s/ Henry Orren | |
Name:
|
Henry Orren
|
|
Title:
|
Senior Vice President
|
|
OAKTREE FUND GP I, L.P.
|
||
By:
|
/s/ Henry Orren | |
Name:
|
Henry Orren
|
|
Title:
|
Senior Vice President
|
CUSIP No. 40537Q803
|
Page 18 of 20 Pages
|
|
SCHEDULE 13D
|
OAKTREE CAPITAL I, L.P.
|
||
By:
|
/s/ Henry Orren | |
Name:
|
Henry Orren | |
Title:
|
Senior Vice President
|
|
OCM HOLDINGS I, LLC
|
||
By:
|
/s/ Henry Orren | |
Name:
|
Henry Orren | |
Title:
|
Senior Vice President
|
|
OAKTREE HOLDINGS, LLC
|
||
By:
|
/s/ Henry Orren | |
Name:
|
Henry Orren | |
Title:
|
Senior Vice President
|
|
OAKTREE CAPITAL GROUP, LLC
|
||
By:
|
/s/ Henry Orren | |
Name:
|
Henry Orren | |
Title:
|
Senior Vice President
|
|
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
|
||
By:
|
/s/ Henry Orren | |
Name:
|
Henry Orren | |
Title:
|
Senior Vice President
|
CUSIP No. 40537Q803
|
Page 19 of 20 Pages
|
|
SCHEDULE 13D
|
BROOKFIELD CORPORATION
|
||
By:
|
/s/ Swati Mandava |
|
Name:
|
Swati Mandava |
|
Title:
|
Managing Director – Legal & Regulatory |
|
BAM PARTNERS TRUST, by its trustee, BAM
CLASS B PARTNERS INC.
|
||
By:
|
/s/ Kathy Sarpash |
|
Name:
|
Kathy Sarpash |
|
Title:
|
Secretary
|
Name
|
Principal Occupation
|
|
Howard S. Marks
|
Co-Chairman and Director of Oaktree Capital Group, LLC and Co-Chairman of Oaktree Capital Management, L.P.
|
|
Bruce A. Karsh
|
Co-Chairman, Chief Investment Officer and Director of Oaktree Capital Group, LLC and Co-Chairman and Chief Investment Officer of Oaktree Capital Management, L.P.
|
|
Jay S. Wintrob
|
Chief Executive Officer and Director of Oaktree Capital Group, LLC and Chief Executive Officer of Oaktree Capital Management, L.P.
|
|
John B. Frank
|
Vice Chairman and Director of Oaktree Capital Group, LLC and Vice Chairman of Oaktree Capital Management, L.P.
|
|
Sheldon M. Stone
|
Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.
|
Name and Position of
Officer or Director
|
Principal Business
Address
|
Principal Occupation or
Employment
|
Citizenship
|
|||
M. Elyse Allan, Director
|
181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada
|
Corporate Director
|
Canada and U.S.A.
|
|||
Jeffrey M. Blidner, Director and Vice Chair
|
181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada
|
Vice Chair, Brookfield Corporation
|
Canada
|
|||
Angela F. Braly, Director
|
250 Vesey Street, 15th Fl
New York, NY 10281-1023, U.S.A.
|
Corporate Director
|
U.S.A.
|
|||
Jack L. Cockwell, Director
|
51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada
|
Chair of Brookfield Partners Foundation
|
Canada
|
|||
Maureen Kempston Darkes, Director
|
181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada
|
Corporate Director
|
Canada
|
|||
Janice Fukakusa, Director
|
181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada
|
Corporate Director
|
Canada
|
|||
Seek Ngee Huat, Director
|
501 Orchard Road, #08— 01 Wheelock Place, Singapore 238880
|
Chairman, Global Logistics Properties
|
Singapore
|
|||
Bruce Flatt, Director, Chief Executive Officer
|
One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K.
|
Chief Executive Officer, Brookfield Asset Management and Brookfield Corporation
|
Canada
|
|||
Brian D. Lawson, Director and Vice Chair
|
181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada
|
Vice Chair, Brookfield Corporation
|
Canada
|
|||
Howard S. Marks, Director
|
Oaktree Capital Management, L.P., 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071, U.S.A.
|
Co-Chairman, Oaktree Capital Management Inc.
|
U.S.A.
|
|||
The Honourable Frank J. McKenna, Director
|
TDCT Tower
161 Bay Street, 35th Fl
Toronto, Ontario
M5J 2T2, Canada
|
Chair of Brookfield Corporation and Deputy Chair of TD Bank Group, Wholesale
|
Canada
|
|||
Rafael Miranda, Director
|
C/Santiago de Compostela 100 28035 Madrid, Spain
|
Corporate Director
|
Spain
|
|||
Lord Augustine Thomas O’Donnell, Director
|
181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada
|
Corporate Director
|
Canada
|
|||
Hutham S. Olayan, Director
|
250 Vesey Street, 15th Fl
New York, NY 10281-1023, U.S.A.
|
Chairman of the Olayan Group
|
U.S.A and Saudi Arabia
|
|||
Diana L. Taylor, Director
|
c/o Bloomberg, Philanthropies, 25 East 78th Street, New York, N.Y. 10075
|
Corporate Director
|
U.S.A. and Canada
|
|||
Nicholas H. Goodman, President and Chief Financial Officer
|
181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner, President and Chief Financial Officer, Brookfield Corporation
|
United Kingdom
|
Name and Position of
Officer or Director
|
Principal Business
Address
|
Principal Occupation or
Employment
|
Citizenship
|
|||
Jack L. Cockwell, Director and Vice President
|
51 Yonge Street, Suite 100, Toronto, Ontario M5E 1J1, Canada
|
Chair of Brookfield Partners Foundation
|
Canada
|
|||
Bruce Flatt, Director and Vice President
|
181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada
|
Chief Executive Officer,
Brookfield Asset
Management and
Brookfield Corporation
|
Canada
|
|||
Brian D. Lawson, Director and President
|
181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada
|
Vice Chair, Brookfield Corporation
|
Canada
|
|||
Kathy Sarpash, Secretary
|
181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada
|
Managing Director – Legal & Regulatory of Brookfield Asset Management |
Canada
|
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