| ITEM 1. | (a) | Name of Issuer: |
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| | | Star Holdings (the “Issuer”) |
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| | (b) | Address of Issuer’s Principal Executive Offices: |
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| | | 1114 Avenue of the Americas, 39th Floor |
| | | New York, New York |
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| ITEM 2. | (a) - (c) Name of Person Filing; Address of Principal Business Office; and Citizenship |
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| | 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: |
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| | (1) | Oaktree Value Equity Holdings, L.P., a Delaware limited partnership (“VE Holdings”), in its capacity as the direct owner of 749,850 Shares; |
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| | (2) | Oaktree Value Equity Fund GP, L.P., a Cayman Islands exempted limited partnership (“VEF GP”), in its capacity as the general partner of VE Holdings; |
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| | (3) | Oaktree Value Equity Fund GP Ltd., a Cayman Islands exempted company (“VEF Ltd.”), in its capacity as the general partner of VEF GP; |
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| | (4) | Oaktree Capital Management, L.P., a Delaware limited partnership (“Management”), in its capacity as the sole director of VEF Ltd.; |
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| | (5) | Oaktree Capital Management GP, LLC, a Delaware limited liability company (“Management GP”), in its capacity as the general partner of Management; |
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| | (6) | Atlas OCM Holdings LLC, a Delaware limited liability company (“Atlas”), in its capacity as the sole managing member of Management GP; |
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| | (7) | Oaktree Fund GP I, L.P., a Delaware limited partnership (“GP I”), in its capacity as sole shareholder of VEF Ltd.; |
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| | (8) | Oaktree Capital I, L.P., a Delaware limited partnership (“Capital I”), in its capacity as the general partner of GP I; |
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| | (9) | OCM Holdings I, LLC, a Delaware limited liability company (“Holdings I”), in its capacity as the general partner of Capital I; |
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| | (10) | Oaktree Holdings, LLC, a Delaware limited liability company (“Holdings LLC”) in its capacity as the managing member of Holdings I; |
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| | (11) | Oaktree Capital Group, LLC, a Delaware limited liability company (“OCG”), in its capacity as the managing member of Holdings LLC; |
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| | (12) | Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (“OCGH”), in its capacity as the indirect owner of the class B units of each of OCG and Atlas; |
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| | (13) | Brookfield Corporation (f/k/a Brookfield Asset Management Inc.), an Ontario corporation (“Brookfield”), in its capacity as the indirect owner of the class A units of each of OCG and Atlas;
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| (14) | Brookfield Asset Management ULC, a British Columbia corporation (“Brookfield ULC”), in its capacity as the indirect owner of the class A units of Atlas, in its capacity as such; and |
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| (15) | BAM Partners Trust, a trust formed under the laws of Ontario (“BAM Partnership”), in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield. |
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| The principal business address of each of the Oaktree Reporting Persons is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071. The principal business address of Brookfield Corporation and BAM Partners Trust is Brookfield Place, Suite 100, 181 Bay Street, PO Box 762, Toronto, Ontario, Canada M5J 2T3. The principal business address of BAM ULC is 1055 West Georgia Street, Suite 1500, Royal Centre, P.O. Box 11117, Vancouver, British Columbia, Canada V6E 4N7. |
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| | (d) | Title of Class of Securities: |
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| Common shares of beneficial interest, par value $0.001 per share |
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| (e) | CUSIP Number: 85512G106 |
| 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: |
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| Not applicable. |
| ITEM 4. | OWNERSHIP |
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| The information contained in Items 5-9 and 11 of the cover pages of this Schedule 13G is hereby incorporated by reference into this Item 4.
VE Holdings is the direct owner of 749,850 Common Shares, constituting approximately 5.6% of the Issuer’s outstanding Common Shares, and has the sole power to vote and dispose of such securities. |
VEF GP, in its capacity as the general partner of VE Holdings, has the ability to direct the management of the business of VE Holdings, including the power to vote and dispose of securities held by VE Holdings; therefore, VEF GP may be deemed to beneficially own the Common Shares held by VE Holdings.
VEF Ltd., in its capacity as the general partner of VEF GP, has the ability to direct the management of VEF GP’s business, including the power to vote and dispose of securities held by VE Holdings; therefore, VEF Ltd. may be deemed to have indirect beneficial ownership of the Common Shares held by VE Holdings.
Management, as the sole director of VEF Ltd., has the ability to direct the management of VEF Ltd., including the power to direct the decisions of VEF Ltd. regarding the vote and disposition of securities held by VE Holdings. Therefore, Management may be deemed to have indirect beneficial ownership of the Common Shares held by VE Holdings.
Management GP, 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 VE Holdings. Therefore, Management GP may be deemed to have indirect beneficial ownership of the Common Shares held by VE Holdings.
Atlas, in its capacity as the sole managing member of Management GP, has the ability to direct the management of Management GP’s business, including the power to direct the decisions of Management GP regarding the vote and disposition of securities held by VE Holdings. Therefore, Atlas may be deemed to have indirect beneficial ownership of the Common Shares held by VE Holdings.
GP I, in its capacity as the sole shareholder of VEF Ltd., has the ability to appoint and remove the directors of VEF Ltd. and, as such, may indirectly control the decisions of VEF Ltd regarding the vote and disposition of securities held by VE Holdings; therefore, GP I may be deemed to have indirect beneficial ownership of the Common Shares held by VE Holdings.
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 VE Holdings; therefore, Capital I may be deemed to have indirect beneficial ownership of the Common Shares held by VE Holdings.
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 voting and disposition of securities held by VE Holdings; therefore, Holdings I may be deemed to have indirect beneficial ownership of the Common Shares held by VE Holdings.
Holdings LLC, 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 voting and disposition of securities held by VE Holdings; therefore, Holdings LLC may be deemed to have indirect beneficial ownership of the Common Shares held by VE Holdings.
OCG, in its capacity as the managing member of Holdings LLC, has the ability to direct the management of Holdings LLC’s business, including the power to direct the decisions of Holdings LLC regarding the vote and disposition of the Shares held by VE Holdings; therefore, OCG may be deemed to have indirect beneficial ownership of the Common Shares held by VE Holdings.
OCGH, in its capacity as the indirect owner of the class B units of each of OCG and Atlas, has the ability to appoint and remove certain directors of OCG and Atlas and, as such, may indirectly control the decisions of OCG and Atlas regarding the vote and disposition of securities held by VE Holdings; therefore, OCGH may be deemed to have indirect beneficial ownership of the Common Shares held by VE Holdings.
Brookfield ULC is deemed a beneficial owner of the shares directly or indirectly held by Atlas OCM Holdings.
Brookfield, in its capacity as the indirect owner of the class A units of each of OCG and Atlas, has the ability to appoint and remove certain directors of OCG and Atlas and, as such, may indirectly control the decisions of OCG and Atlas regarding the vote and disposition of securities held by VE Holdings; therefore, Brookfield may be deemed to have indirect beneficial ownership of the Common Shares held by VE Holdings. Brookfield is also deemed a beneficial owner of the reported shares beneficially owned by Brookfield ULC as a result of its interest in Brookfield ULC.
BAM Partnership, in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield, has the ability to appoint and remove certain directors of Brookfield and, as such, may indirectly control the decisions of Brookfield regarding the vote and disposition of securities held by VE Holdings; therefore, BAM Partnership may be deemed to have indirect beneficial ownership of the Common Shares held by VE Holdings.
Pursuant to Rule 13d-4 of the Exchange Act, the Reporting Persons declare that filing this Schedule 13G 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 Schedule 13G except to the extent of such person’s pecuniary interest in the Common Shares, and except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person.
All calculations of percentage ownership herein are based on an aggregate of 13,319,552 Common Shares of the Issuer outstanding as of March 31, 2023, as reported in the Issuer’s Current Report on Form 8-K filed on March 31, 2023.
| 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. ☐
| 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.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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.
| | OAKTREE VALUE EQUITY HOLDINGS, L.P. |
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| | By: | Oaktree Value Equity Fund GP, L.P. |
| | Its: | General Partner |
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| | By: | Oaktree Value Equity Fund GP, Ltd. |
| | Its: | General Partner |
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| | By: | Oaktree Capital Management, L.P. |
| | Its: | Director |
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| | By: | /s/ Henry Orren |
| | Name: | Henry Orren |
| | Title: | Senior Vice President |
| | OAKTREE VALUE EQUITY FUND GP, L.P. |
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| | By: | Oaktree Value Equity Fund GP, Ltd. |
| | Its: | General Partner |
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| | By: | Oaktree Capital Management, L.P. |
| | Its: | Director |
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| | By: | /s/ Henry Orren |
| | Name: | Henry Orren |
| | Title: | Senior Vice President |
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| | OAKTREE VALUE EQUITY FUND GP LTD. |
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| | By: | Oaktree Capital Management, L.P. |
| | Its: | Director |
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| | By: | /s/ Henry Orren |
| | Name: | Henry Orren |
| | Title: | Senior Vice President |
| | OAKTREE CAPITAL MANAGEMENT, L.P. |
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| | By: | /s/ Henry Orren |
| | Name: | Henry Orren |
| | Title: | Senior Vice President |
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| | OAKTREE CAPITAL MANAGEMENT GP, LLC |
| | By: | Atlas OCM Holdings, LLC |
| | Its: | Managing Member |
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| | By: | Oaktree New Holdings, LLC |
| | Its: | Member |
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| | By: | /s/ Henry Orren |
| | Name: | Henry Orren |
| | Title: | Senior Vice President |
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| | ATLAS OCM HOLDINGS, LLC |
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| | By: | Oaktree New Holdings, LLC |
| | Its: | Member |
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| | By: | /s/ Henry Orren |
| | Name: | Henry Orren |
| | Title: | Senior Vice President |
| | OAKTREE FUND GP I, L.P. |
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| | By: | /s/ Henry Orren |
| | Name: | Henry Orren |
| | Title: | Senior Vice President |
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| | OAKTREE CAPITAL I, L.P. |
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| | By: | /s/ Henry Orren |
| | Name: | Henry Orren |
| | Title: | Senior Vice President |
| | OCM HOLDINGS I, LLC |
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| | By: | /s/ Henry Orren |
| | Name: | Henry Orren |
| | Title: | Senior Vice President |
| | OAKTREE HOLDINGS, LLC |
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| | By: | /s/ Henry Orren |
| | Name: | Henry Orren |
| | Title: | Senior Vice President |
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| | OAKTREE CAPITAL GROUP, LLC |
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| | By: | /s/ Henry Orren |
| | Name: | Henry Orren |
| | Title: | Senior Vice President |
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| | OAKTREE CAPITAL GROUP HOLDINGS GP, LLC |
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| | By: | /s/ Henry Orren |
| | Name: | Henry Orren |
| | Title: | Senior Vice President |
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| | BROOKFIELD CORPORATION |
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| | By: | /s/ Swati Mandava |
| | Name: | Swati Mandava |
| | Title: | Managing Director, Legal & Regulatory |
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| | BROOKFIELD ASSET MANAGEMENT ULC |
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| | By: | /s/ Kathy Sarpash |
| | Name: | Kathy Sarpash |
| | Title: | Managing Director, Legal & Regulatory |
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| | BAM PARTNERS TRUST |
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| | By: | BAM Class B Partners Inc. |
| | Its: | Trustee |
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| | By: | /s/ Kathy Sarpash |
| | Name: | Kathy Sarpash |
| | Title: | Secretary |
| Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. |
