JOINT FILING AGREEMENT
EXHIBIT I
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.
DATE: October 16, 2020
| OCM GROWTH HOLDINGS, LL. | ||
| By: | Oaktree Fund GP, LLC | |
| Its: | Manager | |
| By: | Oaktree Fund GP I, L.P. | |
| Its: | Managing Member | |
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Authorized Signatory | |
| OAKTREE FUND GP, LLC | ||
| By: | Oaktree Fund GP I, L.P. | |
| Its: | Managing Member | |
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Authorized Signatory | |
| OAKTREE FUND GP I, L.P. | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Authorized Signatory | |
| OAKTREE CAPITAL I, L.P. | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Vice President | |
| OCM HOLDINGS I, LLC | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Vice President | |
| OAKTREE HOLDINGS, LLC | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Vice President | |
| OAKTREE CAPITAL GROUP, LLC | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Vice President | |
| OAKTREE CAPITAL GROUP HOLDINGS GP, LLC | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Vice President | |
| BROOKFIELD ASSET MANAGEMENT INC. | ||
| By: | /s/ Xxxxxxx Xxxx | |
| Name: | Xxxxxxx Xxxx | |
| Title: | Vice President, Legal & Regulatory | |
| PARTNERS LIMITED | ||
| By: | /s/ Xxxxx X. Xxxxxx | |
| Name: | Xxxxx X. Xxxxxx | |
| Title: | Director | |
Annex A – Covered Persons
Each of the individuals identified in this Annex A disclaim beneficial ownership over the shares of Capital Stock reported herein.
Oaktree Fund GP, LLC
The managing member of Oaktree Fund GP, LLC is Oaktree Fund GP I, L.P.
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 | |
| Xxxxxx X. Xxxxx |
Co-Chairman and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Co-Chairman of Oaktree Capital Management, L.P. | |
| Xxxxx X. Xxxxx |
Co-Chairman, Chief Investment Officer and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Co-Chairman and Chief Investment Officer of Oaktree Capital Management, L.P. | |
| Xxx X. Xxxxxxx |
Chief Executive Officer and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Chief Executive Officer of Oaktree Capital Management, L.P. | |
| Xxxx X. Xxxxx |
Vice Chairman and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Vice Chairman of Oaktree Capital Management, L.P. | |
| Xxxxxxx X. Xxxxx |
Principal and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Principal of Oaktree Capital Management, L.P. | |
| Xxxxxx Xxxxx |
Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, Managing Partner, and Head of Corporate Strategy and Chief Legal Officer for Brookfield Asset Management Inc. | |
| Xxxxx Xxxxx |
Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Chief Executive Officer of Brookfield Asset Management Inc. | |
| D. Xxxxxxx Xxxxxx |
Owner and general manager of Golden Age Farm, LLC | |
| Xxxxx X. Xxxxxxxxxxx |
Retired | |
| Xxxxxx X. Xxxxxxx |
Founder and Chairman of the Board of Xxxxxxx Global Equity Partners, L.P. | |
| Xxxxxx X. Xxxxx |
Chief Financial Officer of Oaktree Capital Group, LLC and Chief Financial Officer of Oaktree Capital Management, L.P. | |
| Xxxx X. Xxxx |
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 | |
| Xxxxxx X. Xxxxx |
Co-Chairman and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Co-Chairman of Oaktree Capital Management, L.P. | |
| Xxxxx X. Xxxxx |
Co-Chairman, Chief Investment Officer and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Co-Chairman and Chief Investment Officer of Oaktree Capital Management, L.P. | |
| Xxx X. Xxxxxxx |
Chief Executive Officer and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Chief Executive Officer of Oaktree Capital Management, L.P. | |
| Xxxx X. Xxxxx |
Vice Chairman and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Vice Chairman of Oaktree Capital Management, L.P. | |
| Xxxxxxx X. Xxxxx |
Principal and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, 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. Xxxxx Xxxxx, Director | 000 Xxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx | Corporate Director | U.S.A. and Canada | |||
| Xxxxxxx X. Xxxxxxx, Vice Chair and Director | 000 Xxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx | Vice Chair of Brookfield | Canada | |||
| Xxxxxx X. Xxxxx, Director | 000 Xxxxxxx Xxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000 X.X.X. | Corporate Director | U.S.A. | |||
| Xxxx X. Xxxxxxxx, Director | 00 Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx | Chair of Brookfield Partners Foundation | Canada | |||
| Xxxxxx X. Xxxxx, Director | c/o Suite 1210 225 - 6th Ave. S.W., Calgary, Alberta T2P 1N2 | Corporate Director | Canada | |||
| Xxxxxx Xxxxxxxx, Xxxxxxxx | Xxx Xxxxxxx Xxxxxxxx Xxxxxx, 00 Cob 01, Leblon Xxx xx Xxxxxxx, XX 00000-000 | Former Chief Executive Officer of Vale SA | Brazil | |||
| J. Xxxxx Xxxxx, Director and Managing Partner and Chief Executive Officer | One Canada Square, Level 25 Xxxxxx Xxxxx, Xxxxxx X00 0XX U.K. | Managing Partner and Chief Executive Officer of Brookfield | Canada | |||
| Xxxxxxx Xxxxxxxx Xxxxxx, Director | 00 Xxxxx Xxxxxx, Xxxx 0000, Xxxxxxx, Xxxxxxx X0X 0X0 | Corporate Director | Canada | |||
| Xxxxx X. Xxxxxxxx, Managing Partner, Chief Executive Officer Real Estate | 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000-0000 U.S.A. | Managing Partner, Chief Executive Officer Real Estate of Brookfield | Canada | |||
| Xxxxx X. Xxxxxx, Vice Chair and Director | 000 Xxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx | Vice Chair of Brookfield | Canada | |||
| Xxxxx Xxxxx, Managing Partner, Chief Executive Officer Private Equity | 000 Xxx Xxxxxx, Xxxxx000, Xxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx | Managing Partner, Chief Executive Officer Private Equity of Brookfield | Canada | |||
| Xxxxx X. XxXxxxx, Director | TDCT Tower 000 Xxx Xxxxxx, 00xx Xxxxx Xxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx |
Chair of Brookfield and Deputy Chair of TD Bank Group, Wholesale | Canada | |||
| Xxxxxx Xxxxxxx, Director | X/Xxxxxxxx xx Xxxxxxxxxx 000 00000 Xxxxxx, Xxxxx | Corporate Director | Spain | |||
| Xxxxxx Xxxxxxxx, Director | 000 Xxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx | Corporate Director | Canada | |||
| Lord Augustine Xxxxxx X’Xxxxxxx, Director | Frontier Economics, 00 Xxxx Xxxxxxx, Xxxxxx X.X. XX0X 0XX | Chairman of Frontier Economics Limited | United Kingdom | |||
| Xxxx Xxxxxxx, Managing Partner and Chief Operating Officer | 000 Xxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx | Managing Partner and Chief Operating Officer of Brookfield | Canada | |||
| Xxxxxx X.X. Xxxxxxx, Managing Partner, Chief Executive Officer Infrastructure | 000 Xxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx | Managing Partner, Chief Executive Officer Infrastructure of Brookfield | Canada | |||
| Seek Ngee Huat, Director | 000 Xxxxxxx Xxxx, #00 - 00 Xxxxxxxx Xxxxx, Xxxxxxxxx 000000 | Chairman, Global Logistic Properties | Singapore | |||
| Xxxxxx X. Xxxx, Managing Partner, Chief Investment Officer | 000 Xxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx | Managing Partner, Xxxxx Xxxxxxxxxx Xxxxxxx xx Xxxxxxxxxx | Xxxxxx | |||
| Xxxxx X. Xxxxxx, Director | c/o Bloomberg, Philanthropies, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, X.X. 00000 | Corporate Director | U.S.A. and Canada | |||
| Xxxxxx Xxxxx, Managing Partner, Head of Corporate Strategy and Chief Legal Officer | 000 Xxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx | Managing Partner, Head of Corporate Strategy and Chief Legal Officer of Brookfield | Canada | |||
| Xxxxxx X. Xxxxx, Director | c/o Oaktree Capital Management, L.P., 000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000 | Co-Chairman, Oaktree Capital Management | U.S.A | |||
| Xxxxxxxx X. Xxxxxxx, Managing Partner and Chief Financial Officer | 000 Xxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx | Managing Partner and Chief Financial Officer of Brookfield | United Kingdom | |||
| Xxxxx Xxxxx, Managing Partner, Chief Executive Officer Alternative Investments | 000 Xxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx | Managing Partner, Chief Executive Officer Alternative Investments of Brookfield | Canada | |||
Partners Limited
The name, principal occupation, address and citizenship of each of the directors and executive officers of Partners Limited are listed below.
| Name and Position of Officer or Director |
Principal Business Address |
Principal Occupation or Employment |
Citizenship | |||
| Xxxx X. Xxxxxxxx, Director and Chairman of the Board | 00 Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx | Chairman of Brookfield Partners Foundation | Canada | |||
| Xxxxx X. Xxxxxxxx, Director | 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000-0000 U.S.A. | Managing Partner, Chief Executive Real Estate of Brookfield | Canada | |||
| Xxxxx X. Xxxxxx, Director and President | 000 Xxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx | Vice Chair of Brookfield | Canada | |||
| Xxxxx Xxxxx, Director | 000 Xxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx | Managing Partner, Chief Executive Officer Private Equity of Brookfield | Canada | |||
| Xxxxxxx X. Xxxxx, Director | 00 Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx | Corporate Director | Canada | |||
| Xxxxxx X.X. Xxxxxxx, Director | 000 Xxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx | Managing Partner, Chief Executive Officer Infrastructure of Brookfield | Canada | |||
| Xxxxxx X. Xxxx, Director | 000 Xxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx | Managing Partner, Xxxxx Xxxxxxxxxx Xxxxxx xx Xxxxxxxxxx | Xxxxxx | |||
| Xxxx Xxx, Treasurer | 000 Xxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx | Senior Vice President - Finance of Brookfield | Canada | |||
| Xxxxxxxx Xxxxx, Secretary | 000 Xxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx | Administrator, Corporate Secretary of Brookfield | Canada | |||
| Xxx Xxxx, Assistant Secretary | 000 Xxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx | Manager, Capital Markets and Treasury of Brookfield | Canada | |||
