eh1400253_13ga1-capital.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*


CAPITAL PRODUCT PARTNERS L.P.
(Name of Issuer)
 
COMMON UNITS REPRESENTING LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
 
Y11082107
(CUSIP Number)
 
December 31, 2013
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed.
 
  o
Rule 13d-1(b)
  x
Rule 13d-1(c)
  o
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).
 


 
 
 
 
 
CUSIP No. Y11082107
 SCHEDULE 13G
Page 2 of 29

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Value Opportunities Fund, 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
 
Cayman Islands
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
1,818,182 (1)
6
SHARED VOTING POWER
 
None
7
SOLE DISPOSITIVE POWER
 
1,818,182 (1)
8
SHARED DISPOSITIVE POWER
 
None
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,818,182 (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)
 
2.5% (2)
  
12
TYPE OF REPORTING PERSON
 
PN
  

(1)  In its capacity as the direct owner of 1,818,182 Class B Convertible Preferred Units of the Issuer.  As of the date of this Schedule 13G, each Class B Convertible Preferred Unit is convertible at the option of the holder into one Common Unit of the Issuer.  The number of Common Units issuable upon the conversion of the Class B Convertible Preferred Units may be adjusted from time to time in accordance with certain anti-dilution protection provisions as set forth in the second amendment, dated as of May 22, 2012, to the Second Amended and Restated Agreement of Limited Partnership of Capital Product Partners L.P., as amended.

(2) All calculations of percentage ownership are based on a total of 73,614,501 Common Units, consisting of 69,372,077 Common Units outstanding as of June 30, 2013, as disclosed in the Issuer’s Prospectus Supplement filed pursuant to Rule 424(b)(5) on August 6, 2013 (the “Prospectus Supplement”), and 4,242,424 Class B Convertible Preferred Units beneficially owned by the Reporting Persons (as defined below), assuming that all of the Class B Convertible Preferred Units beneficially owned by the Reporting Persons are converted into Common Units at the current conversion ratio of one Common Unit per one Class B Convertible Preferred Unit and no other outstanding Class B Convertible Preferred Units are converted into Common Units.
 
 
 
 
 
 
CUSIP No. Y11082107
 SCHEDULE 13G
Page 3 of 29

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Value Opportunities Fund Holdings, 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
 
807,500 (1)
6
SHARED VOTING POWER
 
None
7
SOLE DISPOSITIVE POWER
 
807,500 (1)
8
SHARED DISPOSITIVE POWER
 
None
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
807,500 (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)
 
1.1%
  
12
TYPE OF REPORTING PERSON
 
PN
  

(1)  In its capacity as the direct owner of 807,500 Common Units of the Issuer.
 
 
 
 
 
 
CUSIP No. Y11082107
 SCHEDULE 13G
Page 4 of 29

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Value Opportunities Fund GP, 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
 
Cayman Islands
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
2,625,682 (1)
6
SHARED VOTING POWER
 
None
7
SOLE DISPOSITIVE POWER
 
2,625,682 (1)
8
SHARED DISPOSITIVE POWER
 
None
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,625,682 (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)
 
3.6%
  
12
TYPE OF REPORTING PERSON
 
PN
  

(1)  Solely in its capacity as the general partner of Oaktree Value Opportunities Fund, L.P. and Oaktree Value Opportunities Fund Holdings, L.P.
 
 
 
 
 
 
 
CUSIP No. Y11082107
 SCHEDULE 13G
Page 5 of 29

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Value Opportunities Fund GP Ltd.
  
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
 
Cayman Islands
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
2,625,682 (1)
6
SHARED VOTING POWER
 
None
7
SOLE DISPOSITIVE POWER
 
2,625,682 (1)
8
SHARED DISPOSITIVE POWER
 
None
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,625,682 (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)
 
3.6%
  
12
TYPE OF REPORTING PERSON
 
OO
  

(1)  Solely in its capacity as the general partner of Oaktree Value Opportunities Fund GP, L.P.
 
 
 
 
 
 
 
CUSIP No. Y11082107
 SCHEDULE 13G
Page 6 of 29

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree FF Investment Fund, 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
 
Cayman Islands
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
1,733,333 (1)
6
SHARED VOTING POWER
 
None
7
SOLE DISPOSITIVE POWER
 
1,733,333 (1)
8
SHARED DISPOSITIVE POWER
 
None
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,733,333 (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)
 
2.4%
  
12
TYPE OF REPORTING PERSON
 
PN
  

(1)   In its capacity as the direct owner of 1,733,333 Class B Convertible Preferred Units of the Issuer through its Class F interests.
 
 
 
 
 
 
CUSIP No. Y11082107
 SCHEDULE 13G
Page 7 of 29

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree FF Investment Fund GP, 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
 
Cayman Islands
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
1,733,333 (1)
6
SHARED VOTING POWER
 
None
7
SOLE DISPOSITIVE POWER
 
1,733,333 (1)
8
SHARED DISPOSITIVE POWER
 
None
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,733,333 (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)
 
2.4%
  
12
TYPE OF REPORTING PERSON
 
PN
  

(1)  Solely in its capacity as the general partner of Oaktree FF Investment Fund, L.P.
 
 
 
 
 
 
 
CUSIP No. Y11082107
 SCHEDULE 13G
Page 8 of 29

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree FF Investment Fund GP Ltd.
  
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
 
Cayman Islands
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
1,733,333 (1)
6
SHARED VOTING POWER
 
None
7
SOLE DISPOSITIVE POWER
 
1,733,333 (1)
8
SHARED DISPOSITIVE POWER
 
None
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,733,333 (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)
 
2.4%
  
12
TYPE OF REPORTING PERSON
 
OO
  

(1)  Solely in its capacity as the general partner of Oaktree FF Investment Fund GP, L.P.
 
 
 
 
 
 
 
CUSIP No. Y11082107
 SCHEDULE 13G
Page 9 of 29

 
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
 
4,359,015 (1)
6
SHARED VOTING POWER
 
None
7
SOLE DISPOSITIVE POWER
 
4,359,015 (1)
8
SHARED DISPOSITIVE POWER
 
None
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,359,015 (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)
 
5.9%
  
12
TYPE OF REPORTING PERSON
 
PN
  

(1)  Solely in its capacity as the sole shareholder of each of Oaktree Value Opportunities Fund GP Ltd. and Oaktree FF Investment Fund GP Ltd.
 
 
 
 
 
 
 
 
CUSIP No. Y11082107
 SCHEDULE 13G
Page 10 of 29

 
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
 
4,359,015 (1)
6
SHARED VOTING POWER
 
None
7
SOLE DISPOSITIVE POWER
 
4,359,015 (1)
8
SHARED DISPOSITIVE POWER
 
None
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,359,015 (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)
 
5.9%
  
12
TYPE OF REPORTING PERSON
 
PN
  

(1)  Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.
 
 
 
 
 
 
 
CUSIP No. Y11082107
 SCHEDULE 13G
Page 11 of 29

 
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
 
4,359,015 (1)
6
SHARED VOTING POWER
 
None
7
SOLE DISPOSITIVE POWER
 
4,359,015 (1)
8
SHARED DISPOSITIVE POWER
 
None
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,359,015 (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)
 
5.9%
  
12
TYPE OF REPORTING PERSON
 
OO
  

(1)  Solely in its capacity as the general partner of Oaktree Capital I, L.P.
 
 
 
 
 
 
 
CUSIP No. Y11082107
 SCHEDULE 13G
Page 12 of 29

 
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
 
4,359,015 (1)
6
SHARED VOTING POWER
 
None
7
SOLE DISPOSITIVE POWER
 
4,359,015 (1)
8
SHARED DISPOSITIVE POWER
 
None
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,359,015 (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)
 
5.9%
  
12
TYPE OF REPORTING PERSON
 
OO
  

(1)  In its capacity as the managing member of OCM Holdings I, LLC.
 
 
 
 
 
 
 
 
CUSIP No. Y11082107
 SCHEDULE 13G
Page 13 of 29

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree-TCDRS Strategic Credit, 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
 
690,909 (1)
6
SHARED VOTING POWER
 
None
7
SOLE DISPOSITIVE POWER
 
690,909 (1)
8
SHARED DISPOSITIVE POWER
 
None
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
690,909 (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)
 
0.9%
  
12
TYPE OF REPORTING PERSON
 
OO
  

(1)  In its capacity as the direct owner of 690,909 Class B Convertible Preferred Units of the Issuer.
 
 
 
 
 
 
CUSIP No. Y11082107
 SCHEDULE 13G
Page 14 of 29

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Capital Management, 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
 
5,049,924 (1)
6
SHARED VOTING POWER
 
None
7
SOLE DISPOSITIVE POWER
 
5,049,924 (1)
8
SHARED DISPOSITIVE POWER
 
None
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,049,924 (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)
 
6.9%
  
12
TYPE OF REPORTING PERSON
 
PN
  

(1)  In its capacity as the duly appointed manager of Oaktree-TCDRS Strategic Credit, LLC and as the sole director of each of Oaktree Value Opportunities Fund GP Ltd. and Oaktree FF Investment Fund GP Ltd.
 
 
 
 
 
 
 
CUSIP No. Y11082107
 SCHEDULE 13G
Page 15 of 29

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Holdings, Inc.
  
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
 
5,049,924 (1)
6
SHARED VOTING POWER
 
None
7
SOLE DISPOSITIVE POWER
 
5,049,924 (1)
8
SHARED DISPOSITIVE POWER
 
None
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,049,924 (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)
 
6.9%
  
12
TYPE OF REPORTING PERSON
 
CO
  

(1)  Solely in its capacity as the general partner of Oaktree Capital Management, L.P.
 
 
 
 
 
 
 
CUSIP No. Y11082107
 SCHEDULE 13G
Page 16 of 29

 
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
 
5,049,924 (1)
6
SHARED VOTING POWER
 
None
7
SOLE DISPOSITIVE POWER
 
5,049,924 (1)
8
SHARED DISPOSITIVE POWER
 
None
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,049,924 (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)
 
6.9%
  
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. Y11082107
 SCHEDULE 13G
Page 17 of 29

 
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
 
5,049,924 (1)
6
SHARED VOTING POWER
 
None
7
SOLE DISPOSITIVE POWER
 
5,049,924 (1)
8
SHARED DISPOSITIVE POWER
 
None
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,049,924 (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)
 
6.9%
  
12
TYPE OF REPORTING PERSON
 
OO
  

(1)  Solely in its capacity as the duly elected manager of Oaktree Capital Group, LLC
 
 
 
 
 
 
CUSIP No. Y11082107
 SCHEDULE 13G
Page 18 of 29

 
ITEM 1.
(a)
Name of Issuer:
     
   
Capital Product Partners L.P. (the “Issuer”)
     
 
(b)
Address of Issuer’s Principal Executive Offices:
     
   
3 Iassonos Street
Pireaus J3 18537 Greece
   
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 I, by:
 
(1)  Oaktree Value Opportunities Fund, L.P. (“VOF”), a Cayman Islands exempted limited partnership, in its capacity as the direct owner of 1,818,182 Class B Convertible Preferred Units of the Issuer;
(2)  Oaktree Value Opportunities Fund Holdings, L.P. (“VOF Holdings”), a Delaware limited partnership, in its capacity as the direct owner of 807,500 Common Units of the Issuer;
(3)  Oaktree Value Opportunities Fund GP, L.P. (“VOF GP”), a Cayman Islands exempted limited partnership, in its capacity as the general partner of VOF and VOF Holdings;
(4)  Oaktree Value Opportunities Fund GP Ltd. (“VOF GP Ltd.”), a Cayman Islands exempted company, in its capacity as the general partner of VOF GP Ltd.;
(5)  Oaktree FF Investment Fund, L.P. (“FF Inv”), a Cayman Islands exempted limited partnership, in its capacity as the direct owner of 1,733,333 Class B Convertible Preferred Units of the Issuer through its Class F interests;
(6) Oaktree FF Investment Fund GP, L.P. (“FF GP”), a Cayman Islands exempted limited partnership, in its capacity as the general partner of FF Inv;
(7) Oaktree FF Investment Fund GP Ltd. (“FF GP Ltd.”), a Cayman Islands exempted company, in its capacity as the general partner of FF GP;
(8)  Oaktree Fund GP I, L.P. (“GP I”), a Delaware limited partnership, in its capacity as the sole shareholder of each of VOF GP Ltd. and FF GP Ltd.;
(9)  Oaktree Capital I, L.P. (“Capital I”), Delaware limited partnership,  in in its capacity as the general partner of GP I;
(10)  OCM Holdings I, LLC (“Holdings I”), a Delaware limited liability company, in its capacity as the general partner of Capital I;
(11) Oaktree Holdings, LLC (“Holdings”), a Delaware limited liability company, in its capacity as the managing member of Holdings I;
(12) Oaktree-TCDRS Strategic Credit, LLC (“OTSC”), a Delaware limited liability company, in its capacity as the direct owner of 690,909 Class B Convertible Preferred Units of the Issuer;
(13) Oaktree Capital Management, L.P. (“Management”), Delaware limited partnership,  in its capacity as the duly appointed manager of OTSC and as the sole director of each of VOF GP Ltd. and FF GP Ltd.;
(14) Oaktree Holdings, Inc. (“Holdings, Inc.”), a Delaware corporation, in its capacity as the general partner of Management;
(15) Oaktree Capital Group, LLC (“OCG”), a Delaware limited liability company, in its capacity as the managing member of Holdings and as the sole shareholder of Holdings, Inc.; and
(16) Oaktree Capital Group Holdings GP, LLC (“OCGH GP”), a Delaware limited liability company, in its capacity as the duly elected manager of OCG.
 
The principal business address of each of the Reporting Persons is 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071.
     
 
(d)
Title of Class of Securities: Common Units Representing Limited Partnership Interests (“Common Units”)
     
 
(e)
CUSIP Number: Y11082107
     
 
 
 
 
 
 
CUSIP No. Y11082107
 SCHEDULE 13G
Page 19 of 29

 
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).
   
ITEM 4.
OWNERSHIP
 
 
The responses of the Reporting Persons to Rows 5, 6, 7, 8, 9 and 11 in each of their respective cover pages to this Schedule 13G are incorporated herein by reference.
 
VOF directly holds 1,818,182 Class B Convertible Preferred Units of the Issuer constituting 2.5% of the Issuer’s Common Units and has the sole power to vote and dispose of such units.
 
VOF Holdings directly holds 807,500 Common Units of the Issuer constituting 1.1% of the Issuer’s Common Units and has the sole power to vote and dispose of such units.
 
VOF GP, in its capacity as the general partner of VOF and VOF Holdings, has the ability to direct the management of each of VOF’s  and VOF Holdings’ business, including the power to vote and dispose of securities held by VOF and VOF Holdings; therefore, VOF GP may be deemed to beneficially own the Common Units and Class B Convertible Preferred Units of the Issuer held by VOF and VOF Holdings.
 
VOF GP Ltd., in its capacity as the general partner of VOF GP, has the ability to direct the management of VOF GP’s business, including the power to direct the decisions of VOF GP regarding the vote and disposition of securities held by VOF and VOF Holdings; therefore, VOF GP Ltd. may be deemed to have indirect beneficial ownership of the Common Units and Class B Convertible Preferred Units of the Issuer held by VOF and VOF Holdings.
 
FF Inv directly holds 1,733,333 Class B Convertible Preferred Units of the Issuer held through its Class F interests, constituting 2.4% of the Issuer’s Common Units, and has the sole power to vote and dispose of such units.
 
FF GP, in its capacity as the general partner of FF Inv, has the ability to direct the management of FF Inv’s business, including the power to vote and dispose of securities held by FF Inv; therefore, FF GP may be deemed to beneficially own the Class B Convertible Preferred Units of the Issuer held by FF Inv.
 
FF GP Ltd., in its capacity as the general partner of FF GP, has the ability to direct the management of FF GP’s business, including the power to direct the decisions of FF GP regarding the vote and disposition of securities held by FF Inv; therefore, FF GP Ltd. may be deemed to have indirect beneficial ownership of the Class B Convertible Preferred Units of the Issuer held by FF Inv.
 
 
 
 
 
 
 
 
CUSIP No. Y11082107
 SCHEDULE 13G
Page 20 of 29

 
 
GP I, in its capacity as the sole shareholder of each of VOF GP Ltd. and FF GP Ltd., has the ability to appoint and remove the directors and direct the management of the business of each of VOF GP Ltd. and FF GP Ltd.  As such, GP I has the power to direct the decisions of each of VOF GP Ltd. and FF GP Ltd. regarding the vote and disposition of securities held by each of VOF, VOF Holdings and FF Inv; therefore, GP I may be deemed to have indirect beneficial ownership of the Common Units and Class B Convertible Preferred Units of the Issuer held by each of VOF, VOF Holdings and FF Inv.
 
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 VOF, VOF Holdings and FF Inv; therefore, Capital I may be deemed to have indirect beneficial ownership of the Common Units and Class B Convertible Preferred Units of the Issuer held by each of VOF, VOF Holdings and FF Inv.
 
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 each of VOF, VOF Holdings and FF Inv; therefore, Holdings I may be deemed to have indirect beneficial ownership of the Common Units and Class B Convertible Preferred Units of the Issuer held by each of VOF, VOF Holdings and FF Inv.
 
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 each of VOF, VOF Holdings and FF Inv; therefore, Holdings may be deemed to have indirect beneficial ownership of the Common Units and Class B Convertible Preferred Units of the Issuer held by each of VOF, VOF Holdings and FF Inv.
 
OTSC directly holds 690,909 Class B Convertible Preferred Units of the Issuer constituting 0.9% of the Issuer’s Common Units and has the sole power to vote and dispose of such units.
 
Management, in its capacity as the duly appointed investment manager of OTSC, and as the sole director of each of VOF GP Ltd. and FF GP Ltd., has the ability to direct the management of OTSC, VOF GP Ltd. and FF GP Ltd., including the power to direct the decisions of OTSC, VOF GP Ltd. and FF GP Ltd. regarding the vote and disposition of securities held by each of OTSC, VOF, VOF Holdings and FF Inv; therefore, Management may be deemed to have indirect beneficial ownership of the Common Units and Class B Convertible Preferred Units of the Issuer held by each of OTSC, VOF, VOF Holdings and FF Inv.
 
Holdings, Inc., in its capacity as the general partner of Management, has the ability to direct the management of Management’s business, including the power to vote and dispose of securities held by each of OTSC, VOF, VOF Holdings and FF Inv; therefore, Management may be deemed to have indirect beneficial ownership of the Common Units and Class B Convertible Preferred Units of the Issuer held by each of OTSC, VOF, VOF Holdings and FF Inv.
 
OCG, in its capacity as the sole shareholder of Holdings, Inc., has the ability to appoint and remove directors of Holdings, Inc. and, as such, may indirectly control the decisions of Holdings, Inc. regarding the vote and disposition of securities held by OTSC.  Additionally, 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 each of VOF, VOF Holdings and FF Inv. Therefore, OCG may be deemed to have indirect beneficial ownership of the Common Units and Class B Convertible Preferred Units of the Issuer held by each of OTSC, VOF, VOF Holdings and FF Inv.
 
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 disposition of securities held by each of OTSC, VOF, VOF Holdings and FF Inv; therefore, OCGH GP may be deemed to have indirect beneficial ownership of the Common Units and Class B Convertible Preferred Units of the Issuer held by each of OTSC, VOF, VOF Holdings and FF Inv.
 
 
 
 
 
 
 
 
CUSIP No. Y11082107
 SCHEDULE 13G
Page 21 of 29

 
 
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 of Common Stock, and except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person.
 
All calculations of percentage ownership in this Schedule 13G are based on a total of 73,614,501 Common Units, consisting of 69,372,077 Common Units outstanding as of June 30, 2013, as disclosed in the Prospectus Supplement, and 4,242,424 Class B Convertible Preferred Units beneficially owned by the Reporting Persons, assuming that all of the Class B Convertible Preferred Units  beneficially owned by the Reporting Persons are converted into Common Units at the current conversion ratio of one Common Unit per one Class B Unit and no other outstanding Class B Convertible Preferred Units are converted into Common Units.
 
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 o .
   
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 acquire 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 such purpose or effect.

 
 
 
 
CUSIP No. Y11082107
 SCHEDULE 13G
Page 22 of 29
 
 
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 7, 2014
 
         
 
OAKTREE VALUE OPPORTUNITIES FUND, L.P.
  
         
 
By:
Oaktree Value Opportunities Fund GP, L.P.
  
 
Its:
General Partner
  
         
         
 
By:
Oaktree Value Opportunities Fund GP Ltd.
  
 
Its:
General Partner
  
         
 
By:
Oaktree Capital Management, L.P.
  
 
Its:
Director
  
         
 
By:
/s/ Philip McDermott
  
   
Name:
Philip McDermott
  
   
Title:
Assistant Vice President
  
         
 
By:
/s/ Emily Stephens
  
   
Name:
Emily Stephens
  
   
Title:
Managing Director
  
         
 
         
 
OAKTREE VALUE OPPORTUNITIES FUND HOLDINGS, L.P.
  
         
 
By:
Oaktree Value Opportunities Fund GP, L.P.
  
 
Its:
General Partner
  
         
         
 
By:
Oaktree Value Opportunities Fund GP Ltd.
  
 
Its:
General Partner
  
         
 
By:
Oaktree Capital Management, L.P.
  
 
Its:
Director
  
         
 
By:
/s/ Philip McDermott
  
   
Name:
Philip McDermott
  
   
Title:
Assistant Vice President
  
         
 
By:
/s/ Emily Stephens
  
   
Name:
Emily Stephens
  
   
Title:
Managing Director
  
         

 
OAKTREE VALUE OPPORTUNITIES FUND GP, L.P.
  
         
 
By:
Oaktree Value Opportunities Fund GP Ltd.
  
 
Its:
General Partner
  
         
 
By:
Oaktree Capital Management, L.P.
  
 
Its:
Director
  
         
 
By:
/s/ Philip McDermott
  
   
Name:
Philip McDermott
  
   
Title:
Assistant Vice President
  
         
 
By:
/s/ Emily Stephens
  
   
Name:
Emily Stephens
  
   
Title:
Managing Director
  
         
         
 
OAKTREE VALUE OPPORTUNITIES FUND GP LTD.
  
         
 
By:
Oaktree Capital Management, L.P.
  
 
Its:
Director
  
         
 
By:
/s/ Philip McDermott
  
   
Name:
Philip McDermott
  
   
Title:
Assistant Vice President
  
         
 
By:
/s/ Emily Stephens
  
   
Name:
Emily Stephens
  
   
Title:
Managing Director
  
         
         
 
 
 
 
 
 
 
CUSIP No. Y11082107
 SCHEDULE 13G
Page 23 of 29

 
 
OAKTREE FF INVESTMENT FUND, L.P.
  
         
 
By:
Oaktree FF Investment Fund GP, L.P.
  
 
Its:
General Partner
  
         
 
By:
Oaktree FF Investment Fund GP Ltd.
  
 
Its:
General Partner
  
         
 
By:
Oaktree Capital Management, L.P.
  
 
Its:
Director
  
         
 
By:
/s/ Philip McDermott
  
   
Name:
Philip McDermott
  
   
Title:
Assistant Vice President
  
         
 
By:
/s/ Emily Stephens
  
   
Name:
Emily Stephens
  
   
Title:
Managing Director
  
         
         
         
         
 
OAKTREE FF INVESTMENT FUND GP, L.P.
  
         
 
By:
Oaktree FF Investment Fund GP Ltd.
  
 
Its:
General Partner
  
         
 
By:
Oaktree Capital Management, L.P.
  
 
Its:
Director
  
         
 
By:
/s/ Philip McDermott
  
   
Name:
Philip McDermott
  
   
Title:
Assistant Vice President
  
         
 
By:
/s/ Emily Stephens
  
   
Name:
Emily Stephens
  
   
Title:
Managing Director
  
 
 
OAKTREE FF INVESTMENT FUND GP LTD.
  
         
 
By:
Oaktree Capital Management, L.P.
  
 
Its:
Director
  
         
 
By:
/s/ Philip McDermott
  
   
Name:
Philip McDermott
  
   
Title:
Assistant Vice President
  
         
 
By:
/s/ Emily Stephens
  
   
Name:
Emily Stephens
  
   
Title:
Managing Director
  
         
 
OAKTREE FUND GP I, L.P.
  
         
 
By:
/s/ Philip McDermott
  
   
Name:
Philip McDermott
  
   
Title:
Authorized Signatory
  
         
 
By:
/s/ Emily Stephens
  
   
Name:
Emily Stephens
  
   
Title:
Authorized Signatory
  
         
         
 
 
 
 
 
 
 
CUSIP No. Y11082107
 SCHEDULE 13G
Page 24 of 29

 
 
OAKTREE CAPITAL I, L.P.
  
         
 
By:
OCM Holdings I, LLC
  
 
Its:
General Partner
  
         
 
By:
/s/ Philip McDermott
  
   
Name:
Philip McDermott
  
   
Title:
Assistant Vice President
  
         
 
By:
/s/ Emily Stephens
  
   
Name:
Emily Stephens
  
   
Title:
Managing Director
  
         
         
 
OCM HOLDINGS I, LLC
  
         
 
By:
/s/ Philip McDermott
  
   
Name:
Philip McDermott
  
   
Title:
Assistant Vice President
  
         
 
By:
/s/ Emily Stephens
  
   
Name:
Emily Stephens
  
   
Title:
Managing Director
  
         
         
         
 
OAKTREE HOLDINGS, LLC
  
         
 
By:
Oaktree Capital Group, LLC
  
 
Its:
Managing Member
  
         
 
By:
/s/ Philip McDermott
  
   
Name:
Philip McDermott
  
   
Title:
Assistant Vice President
  
         
         
 
By:
/s/ Emily Stephens
  
   
Name:
Emily Stephens
  
   
Title:
Managing Director
  
         
 
OAKTREE-TCDRS STRATEGIC CREDIT, LLC
  
         
 
By:
Oaktree Capital Management, L.P.
  
 
Its:
Manager
  
         
 
By:
/s/ Philip McDermott
  
   
Name:
Philip McDermott
  
   
Title:
Assistant Vice President
  
         
 
By:
/s/ Emily Stephens
  
   
Name:
Emily Stephens
  
   
Title:
Managing Director
  
         
 
 
 
 
 
 
CUSIP No. Y11082107
 SCHEDULE 13G
Page 25 of 29
 
 
 
OAKTREE CAPITAL MANAGEMENT, L.P.
  
         
 
By:
/s/ Philip McDermott
  
   
Name:
Philip McDermott
  
   
Title:
Assistant Vice President
  
         
 
By:
/s/ Emily Stephens
  
   
Name:
Emily Stephens
  
   
Title:
Managing Director
  
         
 
OAKTREE HOLDINGS, INC.
  
         
 
By:
/s/ Philip McDermott
  
   
Name:
Philip McDermott
  
   
Title:
Assistant Vice President
  
         
 
By:
/s/ Emily Stephens
  
   
Name:
Emily Stephens
  
   
Title:
Managing Director
  
         
         
 
OAKTREE CAPITAL GROUP, LLC
  
         
 
By:
/s/ Philip McDermott
  
   
Name:
Philip McDermott
  
   
Title:
Assistant Vice President
  
         
         
 
By:
/s/ Emily Stephens
  
   
Name:
Emily Stephens
  
   
Title:
Managing Director
  
         
         
 
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
  
         
 
By:
/s/ Philip McDermott
  
   
Name:
Philip McDermott
  
   
Title:
Assistant Vice President
  
         
 
By:
/s/ Emily Stephens
  
   
Name:
Emily Stephens
  
   
Title:
Managing Director
  


 
 
 
 
CUSIP No. Y11082107
 SCHEDULE 13G
Page 26 of 29

 
EXHIBIT I

JOINT FILING AGREEMENT
 
Pursuant to Rule 13(d)-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 other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated as of February 7, 2014.
 
 
OAKTREE VALUE OPPORTUNITIES FUND, L.P.
  
         
 
By:
Oaktree Value Opportunities Fund GP, L.P.
  
 
Its:
General Partner
  
         
         
 
By:
Oaktree Value Opportunities Fund GP Ltd.
  
 
Its:
General Partner
  
         
 
By:
Oaktree Capital Management, L.P.
  
 
Its:
Director
  
         
 
By:
/s/ Philip McDermott
  
   
Name:
Philip McDermott
  
   
Title:
Assistant Vice President
  
         
 
By:
/s/ Emily Stephens
  
   
Name:
Emily Stephens
  
   
Title:
Managing Director
  
         
 
         
 
OAKTREE VALUE OPPORTUNITIES FUND HOLDINGS, L.P.
  
         
 
By:
Oaktree Value Opportunities Fund GP, L.P.
  
 
Its:
General Partner
  
         
         
 
By:
Oaktree Value Opportunities Fund GP Ltd.
  
 
Its:
General Partner
  
         
 
By:
Oaktree Capital Management, L.P.
  
 
Its:
Director
  
         
 
By:
/s/ Philip McDermott
  
   
Name:
Philip McDermott
  
   
Title:
Assistant Vice President
  
         
 
By:
/s/ Emily Stephens
  
   
Name:
Emily Stephens
  
   
Title:
Managing Director
  
         

 
OAKTREE VALUE OPPORTUNITIES FUND GP, L.P.
  
         
 
By:
Oaktree Value Opportunities Fund GP Ltd.
  
 
Its:
General Partner
  
         
 
By:
Oaktree Capital Management, L.P.
  
 
Its:
Director
  
         
 
By:
/s/ Philip McDermott
  
   
Name:
Philip McDermott
  
   
Title:
Assistant Vice President
  
         
 
By:
/s/ Emily Stephens
  
   
Name:
Emily Stephens
  
   
Title:
Managing Director
  
         
         
 
OAKTREE VALUE OPPORTUNITIES FUND GP LTD.
  
         
 
By:
Oaktree Capital Management, L.P.
  
 
Its:
Director
  
         
 
By:
/s/ Philip McDermott
  
   
Name:
Philip McDermott
  
   
Title:
Assistant Vice President
  
         
 
By:
/s/ Emily Stephens
  
   
Name:
Emily Stephens
  
   
Title:
Managing Director
  
         
         
 
 
 
 
 
CUSIP No. Y11082107
 SCHEDULE 13G
Page 27 of 29
 
 
OAKTREE FF INVESTMENT FUND, L.P.
  
         
 
By:
Oaktree FF Investment Fund GP, L.P.
  
 
Its:
General Partner
  
         
 
By:
Oaktree FF Investment Fund GP Ltd.
  
 
Its:
General Partner
  
         
 
By:
Oaktree Capital Management, L.P.
  
 
Its:
Director
  
         
 
By:
/s/ Philip McDermott
  
   
Name:
Philip McDermott
  
   
Title:
Assistant Vice President
  
         
 
By:
/s/ Emily Stephens
  
   
Name:
Emily Stephens
  
   
Title:
Managing Director
  
         
         
         
         
 
OAKTREE FF INVESTMENT FUND GP, L.P.
  
         
 
By:
Oaktree FF Investment Fund GP Ltd.
  
 
Its:
General Partner
  
         
 
By:
Oaktree Capital Management, L.P.
  
 
Its:
Director
  
         
 
By:
/s/ Philip McDermott
  
   
Name:
Philip McDermott
  
   
Title:
Assistant Vice President
  
         
 
By:
/s/ Emily Stephens
  
   
Name:
Emily Stephens
  
   
Title:
Managing Director
  
 
 
OAKTREE FF INVESTMENT FUND GP LTD.
  
         
 
By:
Oaktree Capital Management, L.P.
  
 
Its:
Director
  
         
 
By:
/s/ Philip McDermott
  
   
Name:
Philip McDermott
  
   
Title:
Assistant Vice President
  
         
 
By:
/s/ Emily Stephens
  
   
Name:
Emily Stephens
  
   
Title:
Managing Director
  
         
 
OAKTREE FUND GP I, L.P.
  
         
 
By:
/s/ Philip McDermott
  
   
Name:
Philip McDermott
  
   
Title:
Authorized Signatory
  
         
 
By:
/s/ Emily Stephens
  
   
Name:
Emily Stephens
  
   
Title:
Authorized Signatory
  
         
         
 
 
 
 
 
 
CUSIP No. Y11082107
 SCHEDULE 13G
Page 28 of 29

 
OAKTREE CAPITAL I, L.P.
  
         
 
By:
OCM Holdings I, LLC
  
 
Its:
General Partner
  
         
 
By:
/s/ Philip McDermott
  
   
Name:
Philip McDermott
  
   
Title:
Assistant Vice President
  
         
 
By:
/s/ Emily Stephens
  
   
Name:
Emily Stephens
  
   
Title:
Managing Director
  
         
         
 
OCM HOLDINGS I, LLC
  
         
 
By:
/s/ Philip McDermott
  
   
Name:
Philip McDermott
  
   
Title:
Assistant Vice President
  
         
 
By:
/s/ Emily Stephens
  
   
Name:
Emily Stephens
  
   
Title:
Managing Director
  
         
         
         
 
OAKTREE HOLDINGS, LLC
  
         
 
By:
Oaktree Capital Group, LLC
  
 
Its:
Managing Member
  
         
 
By:
/s/ Philip McDermott
  
   
Name:
Philip McDermott
  
   
Title:
Assistant Vice President
  
         
         
 
By:
/s/ Emily Stephens
  
   
Name:
Emily Stephens
  
   
Title:
Managing Director
  
         
 
OAKTREE-TCDRS STRATEGIC CREDIT, LLC
  
         
 
By:
Oaktree Capital Management, L.P.
  
 
Its:
Manager
  
         
 
By:
/s/ Philip McDermott
  
   
Name:
Philip McDermott
  
   
Title:
Assistant Vice President
  
         
 
By:
/s/ Emily Stephens
  
   
Name:
Emily Stephens
  
   
Title:
Managing Director
  
         
 
 
 
 
 
 
CUSIP No. Y11082107
 SCHEDULE 13G
Page 29 of 29

 
 
OAKTREE CAPITAL MANAGEMENT, L.P.
  
         
 
By:
/s/ Philip McDermott
  
   
Name:
Philip McDermott
  
   
Title:
Assistant Vice President
  
         
 
By:
/s/ Emily Stephens
  
   
Name:
Emily Stephens
  
   
Title:
Managing Director
  
         
 
OAKTREE HOLDINGS, INC.
  
         
 
By:
/s/ Philip McDermott
  
   
Name:
Philip McDermott
  
   
Title:
Assistant Vice President
  
         
 
By:
/s/ Emily Stephens
  
   
Name:
Emily Stephens
  
   
Title:
Managing Director
  
         
         
 
OAKTREE CAPITAL GROUP, LLC
  
         
 
By:
/s/ Philip McDermott
  
   
Name:
Philip McDermott
  
   
Title:
Assistant Vice President
  
         
         
 
By:
/s/ Emily Stephens
  
   
Name:
Emily Stephens
  
   
Title:
Managing Director
  
         
         
 
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
  
         
 
By:
/s/ Philip McDermott
  
   
Name:
Philip McDermott
  
   
Title:
Assistant Vice President
  
         
 
By:
/s/ Emily Stephens
  
   
Name:
Emily Stephens
  
   
Title:
Managing Director