JOINT FILING AGREEMENT
Schedule 13D
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 5, 2020
| 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/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | 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/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Vice President | |
| OAKTREE VALUE OPPORTUNITIES FUND GP LTD. | ||
| By: | Oaktree Capital Management, L.P. | |
| Its: | Director | |
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Vice President | |
| OAKTREE OPPORTUNITIES FUND Xb | ||
| HOLDINGS (DELAWARE), L.P. | ||
| By: | Oaktree Fund GP, LLC | |
| Its: | General Partner | |
| 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 MANAGEMENT, L.P. | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Vice President | |
| OAKTREE CAPITAL MANAGEMENT GP, LLC | ||
| By: | Atlas OCM Holdings, LLC | |
| Its: | Managing Member | |
| By: | Oaktree New Holdings, LLC | |
| Its: | Member | |
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Vice President | |
| ATLAS OCM HOLDINGS, LLC | ||
| By: | Oaktree New Holdings, LLC | |
| Its: | Member | |
| 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/ Xxxxxx Xxxxx | |
| Name: | Xxxxxx Xxxxx | |
| Title: | Chief Legal Officer | |
| 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 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 sole shareholder of Oaktree Value Opportunities Fund GP Ltd. is Oaktree Fund GP I, L.P. and the sole director of Oaktree Value Opportunities Fund GP Ltd. is Oaktree Capital Management, L.P.
Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.
The general partner of Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. is Oaktree Fund GP, LLC.
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 Management, L.P.
The general partner of Oaktree Capital Management, L.P. is Oaktree Capital Management GP, LLC.
Oaktree Capital Management GP, LLC
The manager of Oaktree Capital Management GP, LLC is Atlas OCM Holdings, LLC.
Atlas OCM Holdings, LLC
The name and principal occupation of each of the directors and executive officers of Atlas OCM Holdings, 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. | |
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, | 000 Xxx Xxxxxx, Xxxxx 000, Xxxxxxx, | Corporate Director | X.X.X. xxx | |||
| Xxxxxxxx | Xxxxxxx X0X 0X0, Xxxxxx | Xxxxxx | ||||
| Xxxxxxx X. Xxxxxxx, | 000 Xxx Xxxxxx, Xxxxx 000, Xxxxxxx, | Vice Chair of Brookfield | Canada | |||
| Vice Chair and | Xxxxxxx X0X 0X0, Xxxxxx | |||||
| Director | ||||||
| Xxxxxx X. Xxxxx, | 000 Xxxxxxx Xxxxx, Xxxxxxxxxxxx, | Xxxxxxxxx Director | X.X.X. | |||
| Xxxxxxxx | Xxxxxxx 00000 X.X.X. | |||||
| Xxxx X. Xxxxxxxx, | 00 Xxxxx Xxxxxx, Xxxxx 000, | Chair of Brookfield Partners | Canada | |||
| Director | Xxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx | Foundation | ||||
| Xxxxxx X. Xxxxx, | c/o Suite 1210 225 - 6th Ave. S.W., | Corporate Director | Canada | |||
| Director | Xxxxxxx, Xxxxxxx X0X 0X0 | |||||
| Xxxxxx Xxxxxxxx, | Xxx Xxxxxxx Xxxxxxxx Xxxxxx, 00 | Former Chief Executive Officer of | Brazil | |||
| Director | Cob 01, Leblon Rio de Janeiro, XX | Xxxx SA | ||||
| 22441-090 | ||||||
| J. Xxxxx Xxxxx, | One Canada Square, Level 25 | Managing Partner and Chief | Canada | |||
| Director and | Xxxxxx Xxxxx, Xxxxxx X00 0XX | Executive Officer of Brookfield | ||||
| Managing Partner | U.K. | |||||
| and Chief Executive | ||||||
| Officer |
| Xxxxxxx Xxxxxxxx | 00 Xxxxx Xxxxxx, Xxxx 0000, | Xxxxxxxxx Xxxxxxxx | Xxxxxx | |||
| Xxxxxx, Director | Xxxxxxx, Xxxxxxx X0X 0X0 | |||||
| Xxxxx X. Xxxxxxxx, | 250 Xxxxx Street, 15th Floor, New | Managing Partner, Chief Executive | Canada | |||
| Managing Partner, | York, NY 10281-1023 U.S.A. | Officer Real Estate of Brookfield | ||||
| Chief Executive | ||||||
| Officer Real Estate | ||||||
| Xxxxx X. Xxxxxx, | 000 Xxx Xxxxxx, Xxxxx 000, Xxxxxxx, | Vice Chair of Brookfield | Canada | |||
| Vice Chair and | Xxxxxxx X0X 0X0, Xxxxxx | |||||
| Director | ||||||
| Xxxxx Xxxxx, | 000 Xxx Xxxxxx, Xxxxx000, Xxxxxxx, | Managing Partner, Chief Executive | Canada | |||
| Managing Partner, | Xxxxxxx X0X 0X0, Xxxxxx | Officer Private Equity of Brookfield | ||||
| Chief Executive | ||||||
| Officer Private | ||||||
| Equity | ||||||
| Xxxxx X. XxXxxxx, | TDCT Tower | Chair of Brookfield and Deputy | Canada | |||
| Director | 000 Xxx Xxxxxx, 00xx Xxxxx | Chair of TD Bank Group, | ||||
| Toronto, Ontario | Wholesale | |||||
| X0X 0X0, Xxxxxx | ||||||
| Xxxxxx Xxxxxxx, | C/Xxxxxxxx de Compostela 100 | Corporate Director | Xxxxx | |||
| Xxxxxxxx | 00000 Xxxxxx, Xxxxx | |||||
| Xxxxxx Xxxxxxxx, | 000 Xxx Xxxxxx, Xxxxx 000, Xxxxxxx, | Xxxxxxxxx Xxxxxxxx | Xxxxxx | |||
| Director | Xxxxxxx X0X 0X0, Xxxxxx | |||||
| Lord Augustine | Frontier Economics, 71 High | Chairman of Frontier Economics | United | |||
| Xxxxxx X’Xxxxxxx, | Xxxxxxx, Xxxxxx X.X. XX0X 0XX | Limited | Kingdom | |||
| Director | ||||||
| Xxxx Xxxxxxx, | 000 Xxx Xxxxxx, Xxxxx 000, Xxxxxxx, | Managing Partner and Chief | Canada | |||
| Managing Partner | Xxxxxxx X0X 0X0, Xxxxxx | Operating Officer of Brookfield | ||||
| and Chief Operating | ||||||
| Officer | ||||||
| Xxxxxx X.X. Xxxxxxx, | 000 Xxx Xxxxxx, Xxxxx 000, Xxxxxxx, | Managing Partner, Chief Executive | Canada | |||
| Managing Partner, | Xxxxxxx X0X 0X0, Xxxxxx | Officer Infrastructure of Brookfield | ||||
| Chief Executive | ||||||
| Officer Infrastructure | ||||||
| Seek Ngee Huat, | 000 Xxxxxxx Xxxx, #00 - 01 | Chairman, Global Logistic | Xxxxxxxxx | |||
| Xxxxxxxx | Xxxxxxxx Xxxxx, Xxxxxxxxx 000000 | Properties | ||||
| Xxxxxx X. Xxxx, | 000 Xxx Xxxxxx, Xxxxx 000, Xxxxxxx, | Managing Partner, Chief Investment | Canada | |||
| Managing Partner, | Xxxxxxx X0X 0X0, Xxxxxx | Officer | ||||
| Chief Investment | ||||||
| Officer | ||||||
| Xxxxx X. Xxxxxx, | c/o Bloomberg, Philanthropies, 25 | Corporate Director | U.S.A. and | |||
| Director | Xxxx 00xx Xxxxxx, Xxx Xxxx, X.X. | Xxxxxx | ||||
| 00000 | ||||||
| Xxxxxx Xxxxx, | 000 Xxx Xxxxxx, Xxxxx 000, Xxxxxxx, | Managing Partner, Head of | Canada | |||
| Managing Xxxxxxx, | Xxxxxxx X0X 0X0, Xxxxxx | Corporate Strategy and Chief Legal | ||||
| Head of Corporate | Officer of Brookfield | |||||
| Strategy and Chief | ||||||
| Legal Officer | ||||||
| Xxxxxx X. Xxxxx, | c/o Oaktree Capital Management, | Co-Chairman, Oaktree Capital | U.S.A | |||
| Director | L.P., 000 Xxxxx Xxxxx Xxxxxx, 00xx | Xxxxxxxxxx | ||||
| Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx | ||||||
| 00000 |
| Xxxxxxxx X. | 000 Xxx Xxxxxx, Xxxxx 000, Xxxxxxx, | Managing Partner and Chief | United | |||
| Xxxxxxx, Managing | Xxxxxxx X0X 0X0, Xxxxxx | Financial Officer of Brookfield | Kingdom | |||
| Partner and Chief | ||||||
| Financial Officer | ||||||
| Xxxxx Xxxxx, | 000 Xxx Xxxxxx, Xxxxx 000, Xxxxxxx, | Managing Partner, Chief Executive | Canada | |||
| Managing Partner, | Xxxxxxx X0X 0X0, Xxxxxx | Officer Alternative Investments of | ||||
| Chief Executive | Brookfield | |||||
| Officer Alternative | ||||||
| Investments |
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, | 00 Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, | Chairman of Brookfield Partners | Canada | |||
| Director and | Xxxxxxx X0X 0X0, Xxxxxx | Foundation | ||||
| Chairman of the | ||||||
| Board | ||||||
| Xxxxx X. Xxxxxxxx, | 250 Xxxxx Street, 15th Floor, New | Managing Partner, Chief Executive | Canada | |||
| Director | York, NY 10281-1023 U.S.A. | Real Estate of Brookfield | ||||
| Xxxxx X. Xxxxxx, | Vice Chair of Brookfield | Canada | ||||
| Director and | 000 Xxx Xxxxxx, Xxxxx 000, Xxxxxxx, | |||||
| Xxxxxxxxx | Xxxxxxx X0X 0X0, Xxxxxx | |||||
| Xxxxx Xxxxx, | 000 Xxx Xxxxxx, Xxxxx 000, Xxxxxxx, | Managing Partner, Chief Executive | Canada | |||
| Director | Xxxxxxx X0X 0X0, Xxxxxx | Officer Private Equity of Brookfield | ||||
| Xxxxxxx X. Xxxxx, | 00 Xxxxx Xxxxxx, Xxxxx 000, | Xxxxxxxxx Xxxxxxxx | Xxxxxx | |||
| Director | Xxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx | |||||
| Xxxxxx X.X. Xxxxxxx, | 000 Xxx Xxxxxx, Xxxxx 000, Xxxxxxx, | Managing Partner, Chief Executive | Canada | |||
| Director | Xxxxxxx X0X 0X0, Xxxxxx | Officer Infrastructure of Brookfield | ||||
| Xxxxxx X. Xxxx, | Managing Partner, Chief Investment | Canada | ||||
| Director | 000 Xxx Xxxxxx, Xxxxx 000, Xxxxxxx, | Officer of Xxxxxxxxxx | ||||
| Xxxxxxx X0X 0X0, Xxxxxx | ||||||
| Xxxx Xxx, Treasurer | 000 Xxx Xxxxxx, Xxxxx 000, Xxxxxxx, | Senior Vice President—Finance of | Canada | |||
| Xxxxxxx X0X 0X0, Xxxxxx | Brookfield | |||||
| Xxxxxxxx Xxxxx, | 000 Xxx Xxxxxx, Xxxxx 000, Xxxxxxx, | Administrator, Corporate Secretary | Canada | |||
| Xxxxxxxxx | Xxxxxxx X0X 0X0, Xxxxxx | of Brookfield | ||||
| Xxx Xxxx, Assistant | 000 Xxx Xxxxxx, Xxxxx 000, Xxxxxxx, | Manager, Capital Markets and | Canada | |||
| Xxxxxxxxx | Xxxxxxx X0X 0X0, Xxxxxx | Treasury of Brookfield |
