EXHIBIT 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13D is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements. Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: March 15, 2022
OAKTREE FUND GP I, L.P. | ||
By: | /s/ Jessica Dombroff | |
Name: Jessica Dombroff | ||
Title: Authorized Signatory | ||
OAKTREE CAPITAL I, L.P. | ||
By: | /s/ Jessica Dombroff | |
Name: Jessica Dombroff | ||
Title: Vice President | ||
OCM HOLDINGS I, LLC | ||
By: | /s/ Jessica Dombroff | |
Name: Jessica Dombroff | ||
Title: Vice President | ||
OAKTREE HOLDINGS, LLC | ||
By: | /s/ Jessica Dombroff | |
Name: Jessica Dombroff | ||
Title: Vice President | ||
OAKTREE CAPITAL GROUP, LLC | ||
By: | /s/ Jessica Dombroff | |
Name: Jessica Dombroff | ||
Title: Vice President | ||
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC | ||
By: | /s/ Jessica Dombroff | |
Name: Jessica Dombroff | ||
Title: Vice President |
BROOKFIELD ASSET MANAGEMENT INC. | ||
By: | /s/ Kathy Sarpash | |
Name: Kathy Sarpash | ||
Title: Senior Vice President Legal & Regulatory | ||
BAM PARTNERS TRUST | ||
By: | BAM Class B Partners Inc. | |
Its: | Trustee | |
By: | /s/ Kathy Sarpash | |
Name: Kathy Sarpash | ||
Title: Secretary |
Annex A – Covered Persons
Each of the individuals identified in this Annex A disclaim beneficial ownership over the Class I Common Shares reported herein.
Oaktree Fund GP I, L.P.
The general partner of Oaktree Fund GP I, L.P. is Oaktree Capital I, L.P.
Oaktree Capital I, L.P.
The general partner of Oaktree Capital I, L.P. is OCM Holdings I, LLC.
OCM Holdings I, LLC
The managing member of OCM Holdings I, LLC is Oaktree Holdings, LLC.
Oaktree Holdings, LLC
The managing member of Oaktree Holdings, LLC is Oaktree Capital Group, LLC.
Oaktree Capital Group, LLC
The name and principal occupation of each of the directors and executive officers of Oaktree Capital Group, LLC are listed below.
Name | Principal Occupation | |
Howard S. Marks | Co-Chairman and Director of Oaktree Capital Group, LLC, and Co-Chairman of Oaktree Capital Management, L.P. | |
Bruce A. Karsh | Co-Chairman, Chief Investment Officer and Director of Oaktree Capital Group, LLC, and Co-Chairman and Chief Investment Officer of Oaktree Capital Management, L.P. | |
Jay S. Wintrob | Chief Executive Officer and Director of Oaktree Capital Group, LLC, and Chief Executive Officer of Oaktree Capital Management, L.P. | |
John B. Frank | Vice Chairman and Director of Oaktree Capital Group, LLC, and Vice Chairman of Oaktree Capital Management, L.P. | |
Sheldon M. Stone | Principal and Director of Oaktree Capital Group, LLC, and Principal of Oaktree Capital Management, L.P. | |
Justin Beber | Director of Oaktree Capital Group, LLC, Managing Partner, and Head of Corporate Strategy and Chief Legal Officer for Brookfield Asset Management Inc. | |
Bruce Flatt | Director of Oaktree Capital Group, LLC, and Chief Executive Officer of Brookfield Asset Management Inc. | |
D. Richard Masson | Owner and general manager of Golden Age Farm, LLC | |
Depelsha T. McGruder | Chief Operating Officer and Treasurer of Ford Foundation | |
Marna C. Whittington | Retired | |
Steven J. Gilbert | Founder and Chairman of the Board of Gilbert Global Equity Partners, L.P. | |
Daniel D. Levin | Chief Financial Officer of Oaktree Capital Group, LLC and Chief Financial Officer of Oaktree Capital Management, L.P. | |
Todd E. Molz | General Counsel, Chief Administrative Officer and Secretary of Oaktree Capital Group, LLC and General Counsel and Chief Administrative Officer of Oaktree Capital Management, L.P. |
Oaktree Capital Group Holdings GP, LLC
Oaktree Capital Group Holdings GP, LLC is managed by an executive committee. The name and principal occupation of each of the members of the executive committee of Oaktree Capital Group Holdings GP, LLC and its executive officers are listed below.
Name | Principal Occupation | |
Howard S. Marks | Co-Chairman and Director of Oaktree Capital Group, LLC, and Co-Chairman of Oaktree Capital Management, L.P. | |
Bruce A. Karsh | Co-Chairman, Chief Investment Officer and Director of Oaktree Capital Group, LLC, and Co-Chairman and Chief Investment Officer of Oaktree Capital Management, L.P. | |
Jay S. Wintrob | Chief Executive Officer and Director of Oaktree Capital Group, LLC, and Chief Executive Officer of Oaktree Capital Management, L.P. | |
John B. Frank | Vice Chairman and Director of Oaktree Capital Group, LLC, and Vice Chairman of Oaktree Capital Management, L.P. | |
Sheldon M. Stone | Principal and Director of Oaktree Capital Group, LLC, and Principal of Oaktree Capital Management, L.P. |
Brookfield Asset Management Inc.
The name, principal occupation, address and citizenship of each of the directors and executive officers of Brookfield Asset Management Inc. are listed below.
Name and Position of Officer or Director | Principal Business Address | Principal Occupation or Employment | Citizenship | |||
M. Elyse Allan, Director | 181 Bay Street, Suite 210, Toronto, Ontario M5J 2T3, Canada | Corporate Director | U.S.A. and Canada | |||
Justin B. Beber, Managing Partner, Head of Corporate Strategy and Chief Legal Officer | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Head of Corporate Strategy & Chief Legal Officer | Canada | |||
Jeffrey M. Blidner, Vice Chair and Director | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Vice Chair of Brookfield | Canada | |||
Angela F. Braly, Director | 250 Vesey Street, 15th Floor, New York, NY 10281-1023, U.S.A | Corporate Director | U.S.A. | |||
Jack L. Cockwell, Director | 51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada | Chair of Brookfield Partners Foundation | Canada | |||
Marcel R. Coutu, Director | Suite 1210 225 - 6th Ave. S.W., Calgary, Alberta T2P 1N2 | Corporate Director | Canada | |||
Bruce Flatt, Director and Chief Executive Officer | One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K. | Chief Executive Officer of Brookfield | Canada | |||
Janice Fukakusa, Director | 181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada | Corporate Director | Canada |
Name and Position of Officer or Director | Principal Business Address | Principal Occupation or Employment | Citizenship | |||
Nicholas H. Goodman, Managing Partner and Chief Financial Officer | 181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada | Managing Partner, Chief Executive Officer Real Estate of Brookfield | Canada | |||
Maureen Kempston Darkes, Director | 181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada | Corporate Director | Canada | |||
Brian W. Kingston, Managing Partner, Chief Executive Officer Real Estate | 250 Vesey Street, 15th Floor, New York, NY 10281-1023 U.S.A. | Managing Partner, Chief Executive Officer Real Estate of Brookfield | Canada | |||
Brian D. Lawson, Vice Chair and Director | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Vice Chair of Brookfield | Canada | |||
Cyrus Madon, Managing Partner, Chief Executive Officer Private Equity | 181 Bay Street, Suite300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Chief Executive Officer Private Equity of Brookfield | Canada | |||
Howard S. Marks, Director | 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071, U.S.A. | Co-Chairman, Oaktree Capital Management Inc. | U.S.A. | |||
Frank J. McKenna, Director | TDCT Tower 161 Bay Street, 35th Floor Toronto, Ontario, M5J 2T2, Canada | Chair of Brookfield and Deputy Chair of TD Bank Group, Wholesale | Canada | |||
Rafael Miranda, Director | C/Santiago de Compostela 100 28035 Madrid, Spain | Corporate Director | Spain | |||
Craig Noble, Managing Partner, Chief Executive Officer Alternative Investments | 181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada | Managing Partner, Chief Executive Officer Alternative Investments of Brookfield | Canada | |||
Hutham S. Olayan, Director | 505 Park Avenue, New York, NY 10022, U.S.A. | Chair of The Olayan Group | U.S.A. and Saudi Arabia | |||
Lori Pearson, Managing Partner and Chief Operating Officer | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner and Chief Operating Officer of Brookfield | Canada | |||
Samuel J.B. Pollock, Managing Partner, Chief Executive Officer Infrastructure | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Chief Executive Officer Infrastructure of Brookfield | Canada | |||
Lord Augustine Thomas O’Donnell, Director | Frontier Economics, 71 High Holborn, London U.K. WC1V 6DA | Chairman of Frontier Economics Limited | United Kingdom | |||
Ngee Huat Seek, Director | 501 Orchard Road, #08 - 01 Wheelock Place, Singapore 238880 | Chair of GLP IM Holdings Limited | Singapore |
Name and Position of Officer or Director | Principal Business Address | Principal Occupation or Employment | Citizenship | |||
Sachin G. Shah, Managing Partner, Chief Investment Officer | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Chief Investment Officer of Brookfield | Canada | |||
Diana L. Taylor, Director | c/o Bloomberg, Philanthropies, 25 East 78th Street, New York, N.Y. 10075 | Corporate Director | U.S.A. Canada | |||
Connor Teskey. Managing Partner, Chief Executive Officer Renewable Power | One Canada Square, Level 25, Canary Wharf, London, UK E14 5AA | Managing Partner, Chief Executive Officer Renewable Power & Transaction of Brookfield | Canada |
BAM Partnership
The name, principal occupation, address and citizenship of each of the directors and executive officers of the trustee of BAM Partnership are listed below.
Name and Position of Officer or Director | Principal Business Address | Principal Occupation or Employment | Citizenship | |||
Jack L. Cockwell, Director and Vice President | 51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada | Chair of Brookfield Partners Foundation | Canada | |||
Bruce Flatt, Director and Vice President | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Chief Executive Officer of Brookfield | Canada | |||
Brian D. Lawson, Director and President | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Vice Chair of Brookfield | Canada | |||
Kathy Sarpash, Secretary | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Senior Vice President of Brookfield | Canada |