JOINT FILING AGREEMENT
EXHIBIT 1
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/ Xxxxxxx Xxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxx | ||
| Title: Authorized Signatory | ||
| OAKTREE CAPITAL I, L.P. | ||
| By: | /s/ Xxxxxxx Xxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxx | ||
| Title: Vice President | ||
| OCM HOLDINGS I, LLC | ||
| By: | /s/ Xxxxxxx Xxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxx | ||
| Title: Vice President | ||
| OAKTREE HOLDINGS, LLC | ||
| By: | /s/ Xxxxxxx Xxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxx | ||
| Title: Vice President | ||
| OAKTREE CAPITAL GROUP, LLC | ||
| By: | /s/ Xxxxxxx Xxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxx | ||
| Title: Vice President | ||
| OAKTREE CAPITAL GROUP HOLDINGS GP, LLC | ||
| By: | /s/ Xxxxxxx Xxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxx | ||
| Title: Vice President | ||
| BROOKFIELD ASSET MANAGEMENT INC. | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: Xxxxx Xxxxxxx | ||
| Title: Senior Vice President Legal & Regulatory | ||
| BAM PARTNERS TRUST | ||
| By: | BAM Class B Partners Inc. | |
| Its: | Trustee | |
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: Xxxxx Xxxxxxx | ||
| 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.
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 Co-Chairman of Oaktree Capital Management, L.P. | |
| Xxxxx X. Xxxxx | 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. | |
| Xxx X. Xxxxxxx | Chief Executive Officer and Director of Oaktree Capital Group, LLC, and Chief Executive Officer of Oaktree Capital Management, L.P. | |
| Xxxx X. Xxxxx | Vice Chairman and Director of Oaktree Capital Group, LLC, and Vice Chairman of Oaktree Capital Management, L.P. | |
| Xxxxxxx X. Xxxxx | Principal and Director of Oaktree Capital Group, LLC, and Principal of Oaktree Capital Management, L.P. | |
| Xxxxxx Xxxxx | Director of Oaktree Capital Group, 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 Chief Executive Officer of Brookfield Asset Management Inc. | |
| D. Xxxxxxx Xxxxxx | Owner and general manager of Golden Age Farm, LLC | |
| Depelsha X. XxXxxxxx | Chief Operating Officer and Treasurer of Ford Foundation | |
| 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 Co-Chairman of Oaktree Capital Management, L.P. | |
| Xxxxx X. Xxxxx | 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. | |
| Xxx X. Xxxxxxx | Chief Executive Officer and Director of Oaktree Capital Group, LLC, and Chief Executive Officer of Oaktree Capital Management, L.P. | |
| Xxxx X. Xxxxx | Vice Chairman and Director of Oaktree Capital Group, LLC, and Vice Chairman of Oaktree Capital Management, L.P. | |
| Xxxxxxx X. Xxxxx | 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. Xxxxx Xxxxx, Director | 000 Xxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx |
Corporate Director | U.S.A. and Canada | |||
| Xxxxxx X. 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 & Chief Legal Officer | 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 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000-0000, U.S.A | 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 | Suite 1210 000 - 0xx Xxx. X.X., Xxxxxxx, Xxxxxxx X0X 0X0 |
Corporate Director | Canada | |||
| Xxxxx Xxxxx, Director and Chief Executive Officer | One Canada Square, Level 25 Xxxxxx Xxxxx, Xxxxxx X00 0XX U.K. |
Chief Executive Officer of Brookfield | Canada | |||
| Xxxxxx Xxxxxxxx, Director | 000 Xxx Xxxxxx, Xxxxx 000 Xxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx |
Corporate Director | Canada | |||
| Name and Position of Officer or Director |
Principal Business Address |
Principal Occupation or Employment |
Citizenship | |||
| Xxxxxxxx X. Xxxxxxx, Managing Partner and Chief Financial Officer | 000 Xxx Xxxxxx, Xxxxx 000 Xxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx |
Managing Partner, Chief Executive Officer Real Estate of Brookfield | Canada | |||
| Xxxxxxx Xxxxxxxx Xxxxxx, Director | 000 Xxx Xxxxxx, Xxxxx 000 Xxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx |
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 | |||
| Xxxxxx X. Xxxxx, Director | 000 X. Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, XX 00000, U.S.A. | Co-Chairman, Oaktree Capital Management Inc. | U.S.A. | |||
| 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 | |||
| 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 | |||
| Xxxxxx X. Xxxxxx, Director | 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, X.X.X. |
Chair of The Olayan Group | U.S.A. and Saudi Arabia | |||
| 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 | |||
| Lord Augustine Xxxxxx X’Xxxxxxx, Director |
Frontier Economics, 00 Xxxx Xxxxxxx, Xxxxxx X.X. XX0X 0XX |
Chairman of Frontier Economics Limited |
United Kingdom | |||
| Ngee Huat Seek, Director |
000 Xxxxxxx Xxxx, #00 - 00 Xxxxxxxx Xxxxx, Xxxxxxxxx 000000 |
Chair of GLP IM Holdings Limited | Singapore | |||
| Name and Position of Officer or Director |
Principal Business Address |
Principal Occupation or Employment |
Citizenship | |||
| 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. Canada | |||
| Connor Xxxxxx. Managing Partner, Chief Executive Officer Renewable Power | One Canada Square, Xxxxx 00, Xxxxxx Xxxxx, Xxxxxx, XX X00 0XX | 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 | |||
| Xxxx X. Xxxxxxxx, Director and Vice President |
00 Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx |
Chair of Brookfield Partners Foundation | Canada | |||
| Xxxxx Xxxxx, Director and Vice President |
000 Xxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx |
Chief Executive Officer 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 Xxxxxxx, Secretary |
000 Xxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx |
Senior Vice President of Brookfield | Canada | |||
