EXHIBIT 1
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 Amendment No. 5 is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13D (including this Amendment No. 5) 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 January 13, 2014. |
|
| ||
|
|
| ||
|
|
| ||
|
| OCM PRINCIPAL OPPORTUNITIES FUND IV DELAWARE, L.P. | ||
|
|
| ||
|
| By: | OCM Principal Opportunities Fund IV Delaware GP Inc. | |
|
| Its: | General Partner | |
|
|
| ||
|
| By: | /s/ Lisa Arakaki | |
|
| Name: | Lisa Arakaki | |
|
| Title: | Authorized Signatory | |
|
|
| ||
|
| By: | /s/ Martin Boskovich | |
|
| Name: | Martin Boskovich | |
|
| Title: | Authorized Signatory | |
|
|
| ||
|
| OCM PRINCIPAL OPPORTUNITIES FUND IV DELAWARE GP INC. | ||
|
|
| ||
|
| By: | /s/ Lisa Arakaki | |
|
| Name: | Lisa Arakaki | |
|
| Title: | Authorized Signatory | |
|
|
| ||
|
| By: | /s/ Martin Boskovich | |
|
| Name: | Martin Boskovich | |
|
| Title: | Authorized Signatory | |
|
| OCM PRINCIPAL OPPORTUNITIES FUND IV, L.P. | ||
|
|
| ||
|
| By: | OCM Principal Opportunities Fund IV GP, L.P., | |
|
| Its: | General Partner | |
|
|
| ||
|
| By: | Oaktree Capital Management, L.P., | |
|
| Its: | Director | |
|
|
| ||
|
| By: | /s/ Lisa Arakaki | |
|
| Name: | Lisa Arakaki | |
|
| Title: | Managing Director | |
|
|
| ||
|
| By: | /s/ Martin Boskovich | |
|
| Name: | Martin Boskovich | |
|
| Title: | Managing Director | |
|
|
| ||
|
| OCM PRINCIPAL OPPORTUNITIES FUND IV GP, L.P. | ||
|
|
| ||
|
| By: | OCM Principal Opportunities Fund IV GP Ltd., | |
|
| Its: | General Partner | |
|
|
| ||
|
| By: | Oaktree Capital Management, L.P., | |
|
| Its: | Director | |
|
|
| ||
|
| By: | /s/ Lisa Arakaki | |
|
| Name: | Lisa Arakaki | |
|
| Title: | Managing Director | |
|
|
| ||
|
| By: | /s/ Martin Boskovich | |
|
| Name: | Martin Boskovich | |
|
| Title: | Managing Director | |
|
| OCM PRINCIPAL OPPORTUNITIES FUND IV GP LTD. | ||
|
|
| ||
|
| By: | Oaktree Capital Management, L.P., | |
|
| Its: | Director | |
|
|
| ||
|
| By: | /s/ Lisa Arakaki | |
|
| Name: | Lisa Arakaki | |
|
| Title: | Managing Director | |
|
|
| ||
|
| By: | /s/ Martin Boskovich | |
|
| Name: | Martin Boskovich | |
|
| Title: | Managing Director | |
|
|
| ||
|
| OCM PRINCIPAL OPPORTUNITIES FUND III, L.P. | ||
|
|
| ||
|
| By: | OCM Principal Opportunities Fund III GP, L.P. | |
|
| Its: | General Partner | |
|
|
| ||
|
| By: | Oaktree Fund GP I, L.P., | |
|
| Its: | General Partner | |
|
|
| ||
|
| By: | /s/ Lisa Arakaki | |
|
| Name: | Lisa Arakaki | |
|
| Title: | Authorized Signatory | |
|
|
| ||
|
| By: | /s/ Martin Boskovich | |
|
| Name: | Martin Boskovich | |
|
| Title: | Authorized Signatory | |
|
| OCM PRINCIPAL OPPORTUNITIES FUND IIIA, L.P. | ||
|
|
| ||
|
| By: | OCM Principal Opportunities Fund III GP, L.P., | |
|
| Its: | General Partner | |
|
|
| ||
|
| By: | Oaktree Fund GP I, L.P., | |
|
| Its: | General Partner | |
|
|
| ||
|
| By: | /s/ Lisa Arakaki | |
|
| Name: | Lisa Arakaki | |
|
| Title: | Authorized Signatory | |
|
|
| ||
|
| By: | /s/ Martin Boskovich | |
|
| Name: | Martin Boskovich | |
|
| Title: | Authorized Signatory | |
|
|
| ||
|
| OCM PRINCIPAL OPPORTUNITIES FUND III GP, L.P. | ||
|
|
| ||
|
| By: | Oaktree Fund GP I, L.P., | |
|
| Its: | General Partner | |
|
|
| ||
|
| By: | /s/ Lisa Arakaki | |
|
| Name: | Lisa Arakaki | |
|
| Title: | Authorized Signatory | |
|
|
| ||
|
| By: | /s/ Martin Boskovich | |
|
| Name: | Martin Boskovich | |
|
| Title: | Authorized Signatory | |
|
|
| ||
|
| OCM EXCO HOLDINGS, LLC | ||
|
|
| ||
|
| By: | Oaktree Capital Management, L.P., | |
|
| Its: | Manager | |
|
|
| ||
|
| By: | /s/ Lisa Arakaki | |
|
| Name: | Lisa Arakaki | |
|
| Title: | Managing Director | |
|
|
| ||
|
| By: | /s/ Martin Boskovich | |
|
| Name: | Martin Boskovich | |
|
| Title: | Managing Director | |
|
| OAKTREE CAPITAL MANAGEMENT, L.P. | |
|
|
| |
|
| By: | /s/ Lisa Arakaki |
|
| Name: | Lisa Arakaki |
|
| Title: | Managing Director |
|
|
| |
|
| By: | /s/ Martin Boskovich |
|
| Name: | Martin Boskovich |
|
| Title: | Managing Director |
|
|
| |
|
| OAKTREE HOLDINGS, INC. | |
|
|
| |
|
| By: | /s/ Lisa Arakaki |
|
| Name: | Lisa Arakaki |
|
| Title: | Managing Director and Assistant Secretary |
|
|
| |
|
| By: | /s/ Martin Boskovich |
|
| Name: | Martin Boskovich |
|
| Title: | Senior Vice President |
|
|
| |
|
| OAKTREE CAPITAL GROUP, LLC | |
|
|
| |
|
| By: | /s/ Lisa Arakaki |
|
| Name: | Lisa Arakaki |
|
| Title: | Managing Director and Assistant Secretary |
|
|
| |
|
| By: | /s/ Martin Boskovich |
|
| Name: | Martin Boskovich |
|
| Title: | Senior Vice President |
|
| OAKTREE CAPITAL GROUP HOLDINGS GP, LLC | ||
|
|
| ||
|
| By: | /s/ Lisa Arakaki | |
|
| Name: | Lisa Arakaki | |
|
| Title: | Managing Director | |
|
|
| ||
|
| By: | /s/ Martin Boskovich | |
|
| Name: | Martin Boskovich | |
|
| Title: | Senior 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/ Lisa Arakaki | |
|
| Name: | Lisa Arakaki | |
|
| Title: | Managing Director | |
|
|
| ||
|
| By: | /s/ Martin Boskovich | |
|
| Name: | Martin Boskovich | |
|
| 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/ Lisa Arakaki | |
|
| Name: | Lisa Arakaki | |
|
| Title: | Managing Director | |
|
|
| ||
|
| By: | /s/ Martin Boskovich | |
|
| Name: | Martin Boskovich | |
|
| Title: | Managing Director | |
|
| OAKTREE VALUE OPPORTUNITIES FUND GP LTD. | ||
|
|
| ||
|
| By: | Oaktree Capital Management, L.P. | |
|
| Its: | Director | |
|
|
| ||
|
| By: | /s/ Lisa Arakaki | |
|
| Name: | Lisa Arakaki | |
|
| Title: | Managing Director | |
|
|
| ||
|
| By: | /s/ Martin Boskovich | |
|
| Name: | Martin Boskovich | |
|
| Title: | Managing Director | |
|
|
| ||
|
| OAKTREE FUND GP I, L.P. | ||
|
|
| ||
|
| By: | /s/ Lisa Arakaki | |
|
| Name: | Lisa Arakaki | |
|
| Title: | Authorized Signatory | |
|
|
| ||
|
| By: | /s/ Martin Boskovich | |
|
| Name: | Martin Boskovich | |
|
| Title: | Authorized Signatory | |
|
|
| ||
|
| OAKTREE CAPITAL I, L.P. | ||
|
|
| ||
|
| By: | OCM Holdings I, LLC | |
|
| Its: | General Partner | |
|
|
| ||
|
| By: | /s/ Lisa Arakaki | |
|
| Name: | Lisa Arakaki | |
|
| Title: | Managing Director and Assistant Secretary | |
|
|
| ||
|
| By: | /s/ Martin Boskovich | |
|
| Name: | Martin Boskovich | |
|
| Title: | Senior Vice President and Assistant Secretary | |
|
|
| ||
|
| OCM HOLDINGS I, LLC | ||
|
|
| ||
|
| By: | /s/ Lisa Arakaki | |
|
| Name: | Lisa Arakaki | |
|
| Title: | Managing Director | |
|
|
| ||
|
| By: | /s/ Martin Boskovich | |
|
| Name: | Martin Boskovich | |
|
| Title: | Senior Vice President | |
|
| OAKTREE HOLDINGS, LLC | ||
|
|
| ||
|
| By: | Oaktree Capital Group, LLC | |
|
| Its: | Managing Member | |
|
|
| ||
|
| By: | /s/ Lisa Arakaki | |
|
| Name: | Lisa Arakaki | |
|
| Title: | Managing Director | |
|
|
| ||
|
| By: | /s/ Martin Boskovich | |
|
| Name: | Martin Boskovich | |
|
| Title: | Senior Vice President | |
ANNEX A
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 |
| Chairman of the Board of Oaktree Capital Group, LLC and Chairman of Oaktree Capital Management, L.P. |
|
|
|
Bruce A. Karsh |
| President and Director of Oaktree Capital Group, LLC and President of Oaktree Capital Management, L.P. |
|
|
|
John B. Frank |
| Managing Principal and Director of Oaktree Capital Group, LLC and Managing Principal of Oaktree Capital Management, L.P. |
|
|
|
David M. Kirchheimer |
| Chief Financial Officer, Chief Administrative Officer, Principal and Director of Oaktree Capital Group, LLC and Chief Financial Officer, Chief Administrative Officer and Principal 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. |
|
|
|
Larry W. Keele |
| Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P. |
|
|
|
Stephen A. Kaplan |
| Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P. |
|
|
|
Kevin L. Clayton |
| Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P. |
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 |
| Chairman of the Board of Oaktree Capital Group, LLC and Chairman of Oaktree Capital Management, L.P. |
|
|
|
Bruce A. Karsh |
| President and Director of Oaktree Capital Group, LLC and President of Oaktree Capital Management, L.P. |
|
|
|
John B. Frank |
| Managing Principal and Director of Oaktree Capital Group, LLC and Managing Principal of Oaktree Capital Management, L.P. |
|
|
|
David M. Kirchheimer |
| Chief Financial Officer, Chief Administrative Officer, Principal and Director of Oaktree Capital Group, LLC and Chief Financial Officer, Chief Administrative Officer and Principal 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. |
|
|
|
Larry W. Keele |
| Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P. |
|
|
|
Stephen A. Kaplan |
| Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P. |
|
|
|
Kevin L. Clayton |
| Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P. |
|
|
|
D. Richard Masson |
| Owner and general manager of Golden Age Farm, LLC |
Robert E. Denham |
| Partner in the law firm of Munger, Tolles & Olson LLP |
|
|
|
Wayne G. Pierson |
| Chief Financial Officer and Treasurer of Meyer Memorial Trust |
|
|
|
Jay S. Wintrob |
| President and Chief Executive Officer of AIG Life and Retirement, the U.S. based life and retirement services businesses of American International Group, Inc. |
|
|
|
Marna C. Whittington |
| Retired |
|
|
|
Todd E. Molz |
| General Counsel and Managing Director of Oaktree Capital Group, LLC and General Counsel and Managing Director of Oaktree Capital Management, L.P. |
|
|
|
B. James Ford |
| Managing Director of Oaktree Capital Management, L.P. |
|
|
|
Caleb S. Kramer |
| Managing Director of Oaktree Capital Management, L.P. |
|
|
|
Scott Graves |
| Managing Director of Oaktree Capital Management, L.P. |
Oaktree Holdings, LLC
The managing member of Oaktree Holdings, LLC is Oaktree Capital Group, LLC.
OCM Holdings I, LLC
The managing member of OCM Holdings I, LLC is Oaktree Holdings, LLC.
Oaktree Holdings, Inc.
The name and principal occupation of each of the directors and executive officers of Oaktree Holdings, Inc. are listed below:
Name |
| Principal Occupation |
|
|
|
Howard S. Marks |
| Chairman of the Board of Oaktree Capital Group, LLC and Chairman of Oaktree Capital Management, L.P. |
|
|
|
Bruce A. Karsh |
| President and Director of Oaktree Capital Group, LLC and President of Oaktree Capital Management, L.P. |
|
|
|
John B. Frank |
| Managing Principal and Director of Oaktree Capital Group, LLC and Managing Principal of Oaktree Capital Management, L.P. |
|
|
|
David M. Kirchheimer |
| Chief Financial Officer, Chief Administrative Officer, Principal and Director of Oaktree Capital Group, LLC and Chief Financial Officer, Chief Administrative Officer and Principal of Oaktree Capital Management, L.P. |
|
|
|
Todd E. Molz |
| General Counsel and Managing Director of Oaktree Capital Group, LLC and General Counsel and Managing Director of Oaktree Capital Management, L.P. |
Oaktree Capital Management, L.P.
The general partner of Oaktree Capital Management, L.P. is Oaktree Holdings, Inc.
Oaktree Capital I, L.P.
The general partner of Oaktree Capital I, L.P. is OCM Holdings I, LLC.
Oaktree Fund GP I, L.P.
The general partner of Oaktree Fund GP I, L.P. is Oaktree Capital I, L.P.
OCM EXCO Holdings, LLC
The manager of OCM EXCO Holdings, LLC is Oaktree Capital Management, L.P.
OCM Principal Opportunities Fund IV Delaware, L.P.
The general partner of OCM Principal Opportunities Fund IV Delaware, L.P. is OCM Principal Opportunities Fund IV Delaware GP Inc.
OCM Principal Opportunities Fund IV Delaware GP Inc.
The sole shareholder of OCM Principal Opportunities Fund IV Delaware GP Inc. is OCM Principal Opportunities Fund IV, L.P.
OCM Principal Opportunities Fund IV, L.P.
The general partner of OCM Principal Opportunities Fund IV, L.P. is OCM Principal Opportunities Fund IV GP, L.P.
OCM Principal Opportunities Fund IV GP, L.P.
The general partner of OCM Principal Opportunities Fund IV GP, L.P. is OCM Principal Opportunities Fund IV GP Ltd.
OCM Principal Opportunities Fund IV GP Ltd.
The director of OCM Principal Opportunities Fund IV GP Ltd. is Oaktree Capital Management, L.P.
OCM Principal Opportunities Fund III GP, L.P.
The general partner of OCM Principal Opportunities Fund III GP, L.P. is Oaktree Fund GP I, L.P.
OCM Principal Opportunities Fund III, L.P.
The general partner of OCM Principal Opportunities Fund III, L.P. is OCM Principal Opportunities Fund III GP, L.P.
OCM Principal Opportunities Fund IIIA, L.P.
The general partner of OCM Principal Opportunities Fund IIIA, L.P. is OCM Principal Opportunities Fund III GP, L.P.
Oaktree Value Opportunities Fund Holdings, L.P.
The general partner of Oaktree Value Opportunities Fund Holdings, L.P. is Oaktree Value Opportunities Fund GP, L.P.
Oaktree Value Opportunities Fund GP, L.P.
The general partner of Oaktree Value Opportunities Fund GP, L.P. is Oaktree Value Opportunities Fund GP Ltd.
Oaktree Value Opportunities Fund GP Ltd.
The director of Oaktree Value Opportunities Fund GP Ltd. is Oaktree Capital Management L.P.