Delphi Automotive PLC
|
(Name of Issuer)
|
Ordinary Shares
|
(Title of Class of Securities)
|
G27823106
|
(CUSIP Number)
|
December 31, 2012
|
(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)
|
o |
Rule 13d-1(c)
|
x |
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. G27823106
|
SCHEDULE 13G |
Page 2 of 56 Pages
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
California Street DLF 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
6,400,728 (1)
|
6
|
SHARED VOTING POWER
None.
|
|
7
|
SOLE DISPOSITIVE POWER
6,400,728 (1)
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,400,728 (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)
2.02%
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
(1)
|
In its capacity as the direct owner of 6,400,728 ordinary shares of the Issuer’s Common Stock.
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 3 of 56 Pages
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OCM Opportunities Fund VIIb 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
0
|
6
|
SHARED VOTING POWER
None.
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
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%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 4 of 56 Pages
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Opportunities Fund VIII 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
0
|
6
|
SHARED VOTING POWER
None.
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
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%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 5 of 56 Pages
|
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
6,400,728 (1)
|
6
|
SHARED VOTING POWER
None.
|
|
7
|
SOLE DISPOSITIVE POWER
6,400,728 (1)
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,400,728 (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)
2.02%
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
(1)
|
In its capacity as the Manager of California Street DLF Holdings, LLC.
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 6 of 56 Pages
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Huntington 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
1,178,781 (1)
|
6
|
SHARED VOTING POWER
None.
|
|
7
|
SOLE DISPOSITIVE POWER
1,178,781 (1)
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,178,781 (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)
0.37%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
(1)
|
Solely in its capacity as an indirect owner of California Street DLF Holdings, LLC.
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 7 of 56 Pages
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Huntington 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
1,178,781 (1)
|
6
|
SHARED VOTING POWER
None.
|
|
7
|
SOLE DISPOSITIVE POWER
1,178,781 (1)
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,178,781 (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)
0.37%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
(1)
|
Solely in its capacity as the general partner of Oaktree Huntington Investment Fund, L.P.
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 8 of 56 Pages
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Huntington 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
1,178,781 (1)
|
6
|
SHARED VOTING POWER
None.
|
|
7
|
SOLE DISPOSITIVE POWER
1,178,781 (1)
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,178,781 (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)
0.37%
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
(1)
|
Solely in its capacity as the general partner of Oaktree Huntington Investment Fund GP, L.P.
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 9 of 56 Pages
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Opportunities Fund VIII (Parallel 2), 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
154,256 (1)
|
6
|
SHARED VOTING POWER
None.
|
|
7
|
SOLE DISPOSITIVE POWER
154,256 (1)
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
154,256 (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)
0.05%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
(1)
|
Solely in its capacity as a member of California Street DLF Holdings, LLC.
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 10 of 56 Pages
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Opportunities Fund VIII 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
4,515,661 (1)
|
6
|
SHARED VOTING POWER
None.
|
|
7
|
SOLE DISPOSITIVE POWER
4,515,661 (1)
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,515,661 (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)
1.42%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
(1)
|
Solely in its capacity as the general partner of Oaktree Opportunities Fund VIII (Parallel 2), L.P.
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 11 of 56 Pages
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Opportunities Fund VIII 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
4,515,661 (1)
|
6
|
SHARED VOTING POWER
None.
|
|
7
|
SOLE DISPOSITIVE POWER
4,515,661 (1)
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,515,661 (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)
1.42%
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
(1)
|
Solely in its capacity as the general partner of Oaktree Opportunities Fund VIII GP, L.P.
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 12 of 56 Pages
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree FF Investment Fund, L.P. – Class B
|
|
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
0
|
6
|
SHARED VOTING POWER
None.
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
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%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 13 of 56 Pages
|
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
0
|
6
|
SHARED VOTING POWER
None.
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
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%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 14 of 56 Pages
|
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
0
|
6
|
SHARED VOTING POWER
None.
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
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%
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 15 of 56 Pages
|
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
706,286 (1)
|
6
|
SHARED VOTING POWER
None.
|
|
7
|
SOLE DISPOSITIVE POWER
706,286 (1)
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
706,286 (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)
0.22%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
(1)
|
Solely in its capacity as a member of California Street DLF Holdings, LLC.
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 16 of 56 Pages
|
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
706,286 (1)
|
6
|
SHARED VOTING POWER
None.
|
|
7
|
SOLE DISPOSITIVE POWER
706,286 (1)
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
706,286 (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)
0.22%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
(1)
|
Solely in its capacity as the general partner of Oaktree Value Opportunities Fund Holdings, L.P.
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 17 of 56 Pages
|
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
706,286 (1)
|
6
|
SHARED VOTING POWER
None.
|
|
7
|
SOLE DISPOSITIVE POWER
706,286 (1)
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
706,286 (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)
0.22%
|
|
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. G27823106
|
SCHEDULE 13G |
Page 18 of 56 Pages
|
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
6,400,728 (1)
|
6
|
SHARED VOTING POWER
None.
|
|
7
|
SOLE DISPOSITIVE POWER
6,400,728 (1)
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,400,728 (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)
2.02%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
(1)
|
Solely in its capacity as the managing member of Oaktree Fund GP, LLC and as the sole shareholder of each of Oaktree Huntington Investment Fund GP Ltd., Oaktree Opportunities Fund VIII GP Ltd., and Oaktree Value Opportunities Fund GP Ltd.
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 19 of 56 Pages
|
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
6,400,728 (1)
|
6
|
SHARED VOTING POWER
None.
|
|
7
|
SOLE DISPOSITIVE POWER
6,400,728 (1)
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,400,728 (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)
2.02%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
(1)
|
Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 20 of 56 Pages
|
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
6,400,728 (1)
|
6
|
SHARED VOTING POWER
None.
|
|
7
|
SOLE DISPOSITIVE POWER
6,400,728 (1)
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,400,728 (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)
2.02%
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
(1)
|
Solely in its capacity as sole general partner of Oaktree Capital I, L.P.
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 21 of 56 Pages
|
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
6,400,728 (1)
|
6
|
SHARED VOTING POWER
None.
|
|
7
|
SOLE DISPOSITIVE POWER
6,400,728 (1)
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,400,728 (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)
2.02%
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
(1)
|
Solely in its capacity as the managing member of OCM Holdings I, LLC.
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 22 of 56 Pages
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OCM Opps PH Holding, 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
0
|
6
|
SHARED VOTING POWER
None.
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
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%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 23 of 56 Pages
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
California Street Holdings 2, 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
0
|
6
|
SHARED VOTING POWER
None.
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
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%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 24 of 56 Pages
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
California Street Holdings 3, 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
0
|
6
|
SHARED VOTING POWER
None.
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
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%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 25 of 56 Pages
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
California Street Holdings 4, 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
0
|
6
|
SHARED VOTING POWER
None.
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
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%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 26 of 56 Pages
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
California Street Holdings 5, 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
0
|
6
|
SHARED VOTING POWER
None.
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
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%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 27 of 56 Pages
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Colorado Boulevard Holdings 7, 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
0
|
6
|
SHARED VOTING POWER
None.
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
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%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 28 of 56 Pages
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OCM FIE, 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
0
|
6
|
SHARED VOTING POWER
None.
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
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%
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 29 of 56 Pages
|
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
0
|
6
|
SHARED VOTING POWER
None.
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
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%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 30 of 56 Pages
|
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
0
|
6
|
SHARED VOTING POWER
None.
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
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%
|
|
12
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 31 of 56 Pages
|
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
6,400,728 (1)
|
6
|
SHARED VOTING POWER
None.
|
|
7
|
SOLE DISPOSITIVE POWER
6,400,728 (1)
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,400,728 (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)
2.02%
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
(1)
|
Solely in its capacity as the managing member of Oaktree Holdings, LLC.
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 32 of 56 Pages
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital Group 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
6,400,728 (1)
|
6
|
SHARED VOTING POWER
None.
|
|
7
|
SOLE DISPOSITIVE POWER
6,400,728 (1)
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,400,728 (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)
2.02%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
(1)
|
Solely in its capacity as holder of a majority of the voting units of Oaktree Capital Group, LLC.
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 33 of 56 Pages
|
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
6,400,728 (1)
|
6
|
SHARED VOTING POWER
None.
|
|
7
|
SOLE DISPOSITIVE POWER
6,400,728 (1)
|
|
8
|
SHARED DISPOSITIVE POWER
None.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,400,728 (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)
2.02%
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
(1)
|
Solely in its capacity as the sole general partner of Oaktree Capital Group Holdings, L.P.
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 34 of 56 Pages
|
ITEM 1.
|
(a)
|
Name of Issuer:
|
Delphi Automotive PLC (“Issuer”)
|
||
(b)
|
Address of Issuer’s Principal Executive Offices:
|
|
Courtney Road
Hoath Way
Gillingham, Kent
United Kingdom
|
||
ITEM 2.
|
(a)
|
Name of Person Filing:
|
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)
|
California Street DLF Holdings, LLC (“DLF Holdings”) in its capacity as the direct owner of 6,400,728 ordinary shares of the Issuer’s Common Stock;
|
|
(2)
|
OCM Opportunities Fund VIIb Delaware, L.P. (“Fund VIIIb Delaware”);
|
|
(3)
|
Oaktree Opportunities Fund VIII Delaware, L.P. (“Fund VIII Delaware”);
|
|
(4)
|
Oaktree Fund GP, LLC (“Fund GP”) in its capacity as manager of DLF Holdings;
|
|
(5)
|
Oaktree Huntington Investment Fund, L.P. (“HIF”) in its capacity as an indirect owner of DLF Holdings;
|
|
(6)
|
Oaktree Huntington Investment Fund GP, L.P. (“HIF GP”) in its capacity as the general partner of HIF;
|
|
(7)
|
Oaktree Huntington Investment Fund GP Ltd. (“HIF GP Ltd.”) in its capacity as the general partner of HIF GP;
|
|
(8)
|
Oaktree Opportunities Fund VIII (Parallel 2), L.P. (“Parallel 2”) in its capacity as a member of DLF Holdings;
|
|
(9)
|
Oaktree Opportunities Fund VIII GP, L.P. (“Fund VIII GP”) in its capacity as the general partner of Parallel 2;
|
|
(10)
|
Oaktree Opportunities Fund VIII GP Ltd. (“Fund VIII GP Ltd.”) in its capacity as the general partner of Fund VIII GP;
|
|
(11)
|
Oaktree FF Investment Fund, L.P. – Class B (“Oaktree FF”);
|
|
(12)
|
Oaktree FF Investment Fund GP, L.P. (“FF GP”);
|
|
(13)
|
Oaktree FF Investment Fund GP Ltd. (“FF GP Ltd.”);
|
|
(14)
|
Oaktree Value Opportunities Fund Holdings, L.P. (“VOF Holdings”) in its capacity as a member of DLF Holdings;
|
|
(15)
|
Oaktree Value Opportunities Fund GP, L.P. (“VOF GP”) in its capacity as the general partner of VOF Holdings;
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 35 of 56 Pages
|
(16)
|
Oaktree Value Opportunities Fund GP Ltd. (“VOF GP Ltd.”) in its capacity as the general partner of VOF GP;
|
|
(17)
|
Oaktree Fund GP I, L.P. (“GP I”) in its capacity as the managing member of Fund GP and as the sole shareholder of each of HIF GP Ltd., Fund VIII GP Ltd. and VOF GP Ltd.;
|
|
(18)
|
Oaktree Capital I, L.P. (“Capital I”) in its capacity as the general partner of GP I;
|
|
(19)
|
OCM Holdings I, LLC (“Holdings I”) in its capacity as the general partner of Capital I;
|
|
(20)
|
Oaktree Holdings, LLC (“Holdings”) in its capacity as the managing member of Holdings I;
|
|
(21)
|
OCM Opps PH Holding, L.P. (“PH Holding”);
|
|
(22)
|
California Street Holdings 2, L.P. (“CA Holdings 2”);
|
|
(23)
|
California Street Holdings 3, L.P. (“CA Holdings 3”);
|
|
(24)
|
California Street Holdings 4, L.P. (“CA Holdings 4”);
|
|
(25)
|
California Street Holdings 5, L.P. (“CA Holdings 5”);
|
|
(26)
|
Colorado Boulevard Holdings 7, L.P. (“Colorado Holdings”);
|
|
(27)
|
OCM FIE, LLC (“FIE”);
|
|
(28)
|
Oaktree Capital Management, L.P. (“Management”);
|
|
(29)
|
Oaktree Holdings, Inc. (“Holdings, Inc.”);
|
|
(30)
|
Oaktree Capital Group, LLC (“OCG”) in its capacity as the managing member of Holdings;
|
|
(31)
|
Oaktree Capital Group Holdings, L.P. (“OCGH”) in its capacity as the holder of a majority of the voting units of OCG; and
|
|
(32)
|
Oaktree Capital Group Holdings GP, LLC (“OCGH GP”) in its capacity as the sole general partner of OCGH.
|
|
Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement except to the extent of such person’s pecuniary interest therein, and except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person.
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 36 of 56 Pages
|
(b)
|
Address of Principal Business Office, or if None, Residence:
The principal business address of each of the Reporting Persons is c/o Oaktree Capital Group Holdings GP, LLC, 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071.
|
|
(c)
|
Citizenship:
See Item 4 on the cover pages hereto.
|
|
(d)
|
Title of Class of Securities:
|
|
Ordinary Shares, $.01 par value (“Common Stock”)
|
||
(e)
|
CUSIP Number:
G27823106
|
|
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
|
|
(a)
|
Amount beneficially owned:
See Item 9 on the cover pages hereto.
|
|
(b)
|
Percent of class:
See Item 11 on the cover pages hereto.
All calculations of percentage ownership in this Schedule 13G are based upon an aggregate of 317,554,040 ordinary shares of the Issuer’s Common Stock outstanding as of October 26, 2012, as reported by the Issuer on Form 10-Q filed on November 1, 2012
|
|
(c)
|
Number of shares as to which such person has:
|
(i)
|
Sole power to vote or to direct the vote
|
|
See Item 5 on the cover pages hereto.
|
||
(ii)
|
Shared power to vote or to direct the vote
|
|
See Item 6 on the cover pages hereto.
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 37 of 56 Pages
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
|
See Item 7 on the cover pages hereto.
|
||
(iv)
|
Shared power to dispose or to direct the disposition of
|
|
See Item 8 on the cover pages hereto.
|
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 . x
|
|
ITEM 6.
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
|
The securities reported on this Schedule 13G are directly held DLF Holdings, which has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock.
|
|
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
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 38 of 56 Pages
|
ITEM 10.
|
CERTIFICATIONS.
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and 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.
|
CALIFORNIA STREET DLF HOLDINGS, LLC
|
|||
By:
|
Oaktree Fund GP, LLC
|
||
Its:
|
Manager
|
||
By:
|
Oaktree Fund GP I, L.P.
|
||
Its:
|
Managing Member
|
||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Authorized Signatory
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Authorized Signatory
|
||
OCM OPPORTUNITIES FUND VIIb DELAWARE, L.P.
|
|||
By:
|
Oaktree Fund GP, LLC
|
||
Its:
|
General Partner
|
||
By:
|
Oaktree Fund GP I, L.P.
|
||
Its:
|
Managing Member
|
||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Authorized Signatory
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Authorized Signatory
|
||
OAKTREE OPPORTUNITIES FUND VIII DELAWARE, L.P.
|
|||
By:
|
Oaktree Fund GP, LLC
|
||
Its:
|
General Partner
|
||
By:
|
Oaktree Fund GP I, L.P.
|
||
Its:
|
Managing Member
|
||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Authorized Signatory
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Authorized Signatory
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 39 of 56 Pages
|
OAKTREE FUND GP, LLC
|
|||
By:
|
Oaktree Fund GP I, L.P.
|
||
Its:
|
Managing Member
|
||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Authorized Signatory
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Authorized Signatory
|
||
OAKTREE FUND GP I, L.P.
|
|||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Authorized Signatory
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Authorized Signatory
|
||
OAKTREE HUNTINGTON INVESTMENT FUND, L.P.
|
|||
By:
|
Oaktree Huntington Investment Fund GP, L.P.
|
||
Its:
|
General Partner
|
||
By:
|
Oaktree Huntington Investment Fund GP Ltd.
|
||
Its:
|
General Partner
|
||
By:
|
Oaktree Capital Management, L.P.
|
||
Its:
|
Director
|
||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Managing Director and Associate General Counsel
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Assistant Vice President
|
||
OAKTREE HUNTINGTON INVESTMENT FUND GP, L.P.
|
|||
By:
|
Oaktree Huntington Investment Fund GP Ltd.
|
||
Its:
|
General Partner
|
||
By:
|
Oaktree Capital Management, L.P.
|
||
Its:
|
Director
|
||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Managing Director and Associate General Counsel
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Assistant Vice President
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 40 of 56 Pages
|
OAKTREE HUNTINGTON INVESTMENT FUND GP, L.P.
|
|||
By:
|
Oaktree Capital Management, L.P.
|
||
Its:
|
Director
|
||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Managing Director and Associate General Counsel
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Assistant Vice President
|
||
OAKTREE OPPORTUNITIES FUND VIII (PARALLEL 2), L.P.
|
|||
By:
|
Oaktree Opportunities Fund VIII GP, L.P.
|
||
Its:
|
General Partner
|
||
By:
|
Oaktree Opportunities Fund VIII GP Ltd.
|
||
Its:
|
General Partner
|
||
By:
|
Oaktree Capital Management, L.P.
|
||
Its:
|
Director
|
||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Managing Director and Associate General Counsel
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Assistant Vice President
|
||
OAKTREE OPPORTUNITIES FUND VIII GP, L.P.
|
|||
By:
|
Oaktree Opportunities Fund VIII GP Ltd.
|
||
Its:
|
General Partner
|
||
By:
|
Oaktree Capital Management, L.P.
|
||
Its:
|
Director
|
||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Managing Director and Associate General Counsel
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Assistant Vice President
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 41 of 56 Pages
|
OAKTREE OPPORTUNITIES FUND VIII GP LTD.
|
|||
By:
|
Oaktree Capital Management, L.P.
|
||
Its:
|
Director
|
||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Managing Director and Associate General Counsel
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Assistant Vice President
|
||
OAKTREE FF INVESTMENT FUND, L.P. – CLASS B
|
|||
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/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Managing Director and Associate General Counsel
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Assistant Vice President
|
||
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/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Managing Director and Associate General Counsel
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Assistant Vice President
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 42 of 56 Pages
|
OAKTREE FF INVESTMENT FUND GP LTD.
|
|||
By:
|
Oaktree Capital Management, L.P.
|
||
Its:
|
Director
|
||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Managing Director and Associate General Counsel
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Assistant Vice President
|
||
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/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Managing Director and Associate General Counsel
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Assistant Vice President
|
||
OAKTREE VALUE OPPORTUNITIES FUND GP, L.P.
|
|||
By:
|
Oaktree Value Opportunities Fund GP Ltd.
|
||
Its:
|
General Partner
|
||
By:
|
Oaktree Capital Management, L.P.
|
||
Its:
|
Director
|
||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Managing Director and Associate General Counsel
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Assistant Vice President
|
||
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 43 of 56 Pages
|
OAKTREE VALUE OPPORTUNITIES FUND GP LTD.
|
|||
By:
|
Oaktree Capital Management, L.P.
|
||
Its:
|
Director
|
||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Managing Director and Associate General Counsel
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Assistant Vice President
|
||
OCM OPPS PH HOLDING, L.P.
|
|||
By:
|
OCM FIE, LLC
|
||
Its:
|
General Partner
|
||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Authorized Signatory
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Authorized Signatory
|
||
CALIFORNIA STREET HOLDINGS 2, L.P.
|
|||
By:
|
OCM FIE, LLC
|
||
Its:
|
General Partner
|
||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Authorized Signatory
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Authorized Signatory
|
||
CALIFORNIA STREET HOLDINGS 3, L.P.
|
|||
By:
|
OCM FIE, LLC
|
||
Its:
|
General Partner
|
||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Authorized Signatory
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Authorized Signatory
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 44 of 56 Pages
|
CALIFORNIA STREET HOLDINGS 4, L.P.
|
|||
By:
|
OCM FIE, LLC
|
||
Its:
|
General Partner
|
||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Authorized Signatory
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Authorized Signatory
|
||
CALIFORNIA STREET HOLDINGS 5, L.P.
|
|||
By:
|
OCM FIE, LLC
|
||
Its:
|
General Partner
|
||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Authorized Signatory
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Authorized Signatory
|
||
COLORADO BOULEVARD HOLDINGS 7, L.P.
|
|||
By:
|
OCM FIE, LLC
|
||
Its:
|
General Partner
|
||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Authorized Signatory
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Authorized Signatory
|
||
OAKTREE FUND GP I, L.P.
|
|||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Authorized Signatory
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Authorized Signatory
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 45 of 56 Pages
|
OAKTREE CAPITAL I, L.P.
|
|||
By:
|
OCM Holdings I, LLC
|
||
Its:
|
General Partner
|
||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Managing Director and Associate General Counsel
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Assistant Vice President
|
||
OCM HOLDINGS I, LLC
|
|||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Managing Director and Associate General Counsel
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Assistant Vice President
|
||
OAKTREE HOLDINGS, LLC
|
|||
By:
|
Oaktree Capital Group, LLC
|
||
Its:
|
Managing Member
|
||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Managing Director, Associate General Counsel and Assistant Secretary
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Assistant Vice President
|
||
OCM FIE, LLC
|
|||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Authorized Signatory
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Authorized Signatory
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 46 of 56 Pages
|
OAKTREE CAPITAL MANAGEMENT, L.P.
|
|||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Managing Director and Associate General Counsel
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Assistant Vice President
|
||
OAKTREE HOLDINGS, INC.
|
|||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Managing Director, Associate General Counsel and Assistant Secretary
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Assistant Vice President
|
||
OAKTREE CAPITAL GROUP, LLC
|
|||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Managing Director, Associate General Counsel and Assistant Secretary
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Assistant Vice President
|
||
OAKTREE CAPITAL GROUP HOLDINGS, L.P.
|
|||
By:
|
Oaktree Capital Group Holdings GP, LLC
|
||
Its:
|
General Partner
|
||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Managing Director and Associate General Counsel
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Assistant Vice President
|
||
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
|
|||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Managing Director and Associate General Counsel
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Assistant Vice President
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 47 of 56 Pages
|
CALIFORNIA STREET DLF HOLDINGS, LLC
|
|||
By:
|
Oaktree Fund GP, LLC
|
||
Its:
|
Manager
|
||
By:
|
Oaktree Fund GP I, L.P.
|
||
Its:
|
Managing Member
|
||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Authorized Signatory
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Authorized Signatory
|
||
OCM OPPORTUNITIES FUND VIIb DELAWARE, L.P.
|
|||
By:
|
Oaktree Fund GP, LLC
|
||
Its:
|
General Partner
|
||
By:
|
Oaktree Fund GP I, L.P.
|
||
Its:
|
Managing Member
|
||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Authorized Signatory
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Authorized Signatory
|
||
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 48 of 56 Pages
|
OAKTREE OPPORTUNITIES FUND VIII DELAWARE, L.P.
|
|||
By:
|
Oaktree Fund GP, LLC
|
||
Its:
|
General Partner
|
||
By:
|
Oaktree Fund GP I, L.P.
|
||
Its:
|
Managing Member
|
||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Authorized Signatory
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Authorized Signatory
|
OAKTREE FUND GP, LLC
|
|||
By:
|
Oaktree Fund GP I, L.P.
|
||
Its:
|
Managing Member
|
||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Authorized Signatory
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Authorized Signatory
|
||
OAKTREE FUND GP I, L.P.
|
|||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Authorized Signatory
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Authorized Signatory
|
||
OAKTREE HUNTINGTON INVESTMENT FUND, L.P.
|
|||
By:
|
Oaktree Huntington Investment Fund GP, L.P.
|
||
Its:
|
General Partner
|
||
By:
|
Oaktree Huntington Investment Fund GP Ltd.
|
||
Its:
|
General Partner
|
||
By:
|
Oaktree Capital Management, L.P.
|
||
Its:
|
Director
|
||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Managing Director and Associate General Counsel
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Assistant Vice President
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 49 of 56 Pages
|
OAKTREE HUNTINGTON INVESTMENT FUND GP, L.P.
|
|||
By:
|
Oaktree Huntington Investment Fund GP Ltd.
|
||
Its:
|
General Partner
|
||
By:
|
Oaktree Capital Management, L.P.
|
||
Its:
|
Director
|
||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Managing Director and Associate General Counsel
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Assistant Vice President
|
OAKTREE HUNTINGTON INVESTMENT FUND GP, L.P.
|
|||
By:
|
Oaktree Capital Management, L.P.
|
||
Its:
|
Director
|
||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Managing Director and Associate General Counsel
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Assistant Vice President
|
||
OAKTREE OPPORTUNITIES FUND VIII (PARALLEL 2), L.P.
|
|||
By:
|
Oaktree Opportunities Fund VIII GP, L.P.
|
||
Its:
|
General Partner
|
||
By:
|
Oaktree Opportunities Fund VIII GP Ltd.
|
||
Its:
|
General Partner
|
||
By:
|
Oaktree Capital Management, L.P.
|
||
Its:
|
Director
|
||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Managing Director and Associate General Counsel
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Assistant Vice President
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 50 of 56 Pages
|
OAKTREE OPPORTUNITIES FUND VIII GP, L.P.
|
|||
By:
|
Oaktree Opportunities Fund VIII GP Ltd.
|
||
Its:
|
General Partner
|
||
By:
|
Oaktree Capital Management, L.P.
|
||
Its:
|
Director
|
||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Managing Director and Associate General Counsel
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Assistant Vice President
|
OAKTREE OPPORTUNITIES FUND VIII GP LTD.
|
|||
By:
|
Oaktree Capital Management, L.P.
|
||
Its:
|
Director
|
||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Managing Director and Associate General Counsel
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Assistant Vice President
|
||
OAKTREE FF INVESTMENT FUND, L.P. – CLASS B
|
|||
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/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Managing Director and Associate General Counsel
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Assistant Vice President
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 51 of 56 Pages
|
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/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Managing Director and Associate General Counsel
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Assistant Vice President
|
OAKTREE FF INVESTMENT FUND GP LTD.
|
|||
By:
|
Oaktree Capital Management, L.P.
|
||
Its:
|
Director
|
||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Managing Director and Associate General Counsel
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Assistant Vice President
|
||
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/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Managing Director and Associate General Counsel
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Assistant Vice President
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 52 of 56 Pages
|
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/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Managing Director and Associate General Counsel
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Assistant Vice President
|
OAKTREE VALUE OPPORTUNITIES FUND GP LTD.
|
|||
By:
|
Oaktree Capital Management, L.P.
|
||
Its:
|
Director
|
||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Managing Director and Associate General Counsel
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Assistant Vice President
|
||
OCM OPPS PH HOLDING, L.P.
|
|||
By:
|
OCM FIE, LLC
|
||
Its:
|
General Partner
|
||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Authorized Signatory
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Authorized Signatory
|
||
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 53 of 56 Pages
|
CALIFORNIA STREET HOLDINGS 2, L.P.
|
|||
By:
|
OCM FIE, LLC
|
||
Its:
|
General Partner
|
||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Authorized Signatory
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Authorized Signatory
|
||
CALIFORNIA STREET HOLDINGS 3, L.P.
|
|||
By:
|
OCM FIE, LLC
|
||
Its:
|
General Partner
|
||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Authorized Signatory
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Authorized Signatory
|
CALIFORNIA STREET HOLDINGS 4, L.P.
|
|||
By:
|
OCM FIE, LLC
|
||
Its:
|
General Partner
|
||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Authorized Signatory
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Authorized Signatory
|
||
CALIFORNIA STREET HOLDINGS 5, L.P.
|
|||
By:
|
OCM FIE, LLC
|
||
Its:
|
General Partner
|
||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Authorized Signatory
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Authorized Signatory
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 54 of 56 Pages
|
COLORADO BOULEVARD HOLDINGS 7, L.P.
|
|||
By:
|
OCM FIE, LLC
|
||
Its:
|
General Partner
|
||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Authorized Signatory
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Authorized Signatory
|
||
OAKTREE FUND GP I, L.P.
|
|||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Authorized Signatory
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Authorized Signatory
|
OAKTREE CAPITAL I, L.P.
|
|||
By:
|
OCM Holdings I, LLC
|
||
Its:
|
General Partner
|
||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Managing Director and Associate General Counsel
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Assistant Vice President
|
||
OCM HOLDINGS I, LLC
|
|||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Managing Director and Associate General Counsel
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Assistant Vice President
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 55 of 56 Pages
|
OAKTREE HOLDINGS, LLC
|
|||
By:
|
Oaktree Capital Group, LLC
|
||
Its:
|
Managing Member
|
||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Managing Director, Associate General Counsel and Assistant Secretary
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Assistant Vice President
|
||
OCM FIE, LLC
|
|||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Authorized Signatory
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Authorized Signatory
|
OAKTREE CAPITAL MANAGEMENT, L.P.
|
|||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Managing Director and Associate General Counsel
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Assistant Vice President
|
||
OAKTREE HOLDINGS, INC.
|
|||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Managing Director, Associate General Counsel and Assistant Secretary
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Assistant Vice President
|
CUSIP No. G27823106
|
SCHEDULE 13G |
Page 56 of 56 Pages
|
OAKTREE CAPITAL GROUP, LLC
|
|||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Managing Director, Associate General Counsel and Assistant Secretary
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Assistant Vice President
|
||
OAKTREE CAPITAL GROUP HOLDINGS, L.P.
|
|||
By:
|
Oaktree Capital Group Holdings GP, LLC
|
||
Its:
|
General Partner
|
||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Managing Director and Associate General Counsel
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Assistant Vice President
|
||
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
|
|||
By:
|
/s/ Richard Ting
|
||
Name:
|
Richard Ting
|
||
Title:
|
Managing Director and Associate General Counsel
|
||
By:
|
/s/ Philip McDermott
|
||
Name:
|
Philip McDermott
|
||
Title:
|
Assistant Vice President
|