|
Taylor Morrison Home Corporation
|
|
(Name of Issuer)
|
|
Class A Common Stock
|
|
(Title of Class of Securities)
|
|
87724P106
|
|
(CUSIP Number)
|
|
December 31, 2017
|
|
(Date of Event which Requires Filing of this Statement)
|
|
Check the appropriate box to designate the rule pursuant to which this Schedule is filed.
|
|
| o |
Rule 13d-1(b)
|
| o |
Rule 13d-1(c)
|
| x |
Rule 13d-1(d)
|
|
CUSIP No. 87724P106
|
SCHEDULE 13G
|
Page 2 of 26
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OCM TMM Holdings II, L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. 87724P106
|
SCHEDULE 13G |
Page 3 of 26
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OCM TMM Holdings II GP, ULC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Columbia, Canada
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. 87724P106
|
SCHEDULE 13G |
Page 4 of 26
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OCM TMM Holdings II LP, Inc.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Columbia, Canada
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
|
12
|
TYPE OF REPORTING PERSON
CO
|
|
CUSIP No. 87724P106
|
SCHEDULE 13G |
Page 5 of 26
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree TM Holdings CTB, Ltd.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. 87724P106
|
SCHEDULE 13G
|
Page 6 of 26
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Opportunities Fund VIII, L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. 87724P106
|
SCHEULE 13G |
Page 7 of 26
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Opportunities Fund VIII (Parallel), L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. 87724P106
|
SCHEDULE 13G |
Page 8 of 26
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Opportunities Fund VIII (Parallel 2), L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. 87724P106
|
SCHEDULE 13G |
Page 9 of 26
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Opportunities Fund VIII GP, L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. 87724P106
|
SCHEDULE 13G |
Page 10 of 26
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Opportunities Fund VIII GP Ltd.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. 87724P106
|
SCHEDULE 13G |
Page 11 of 26
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital Management, L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. 87724P106
|
SCHEDULE 13G |
Page 12 of 26
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Holdings, Inc.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
|
12
|
TYPE OF REPORTING PERSON
CO
|
|
CUSIP No. 87724P106
|
SCHEDULE 13G |
Page 13 of 26
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Fund GP I, L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. 87724P106
|
SCHEDULE 13G |
Page 14 of 26
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital I, L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. 87724P106
|
SCHEDULE 13G |
Page 15 of 26
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OCM Holdings I, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. 87724P106
|
SCHEDULE 13G |
Page 16 of 26
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Holdings, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. 87724P106
|
SCHEDULE 13G |
Page 17 of 26
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital Group, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. 87724P106
|
SCHEDULE 13G
|
Page 18 of 26
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital Group Holdings GP, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
5
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SOLE VOTING POWER
0
|
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6
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SHARED VOTING POWER
0
|
|
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7
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SOLE DISPOSITIVE POWER
0
|
|
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8
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SHARED DISPOSITIVE POWER
0
|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
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11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
|
12
|
TYPE OF REPORTING PERSON
OO
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CUSIP No. 87724P106
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SCHEDULE 13G
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Page 19 of 26
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ITEM 1.
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(a)
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Name of Issuer:
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Taylor Morrison Home Corporation (the “Issuer”)
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(b)
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Address of Issuer’s Principal Executive Offices:
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4900 N. Scottsdale Road, Suite 2000, Scottsdale, AZ 85251
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ITEM 2.
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(a)-(c)
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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)
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OCM TMM Holdings II, L.P., a Cayman Islands limited partnership (“OCM TMM Holdings”), in its capacity as the former direct owner of common partnership units of TMM Holdings II Limited Partnership (“New TMM Units”) and an equal number of shares of Class B Common Stock, par value $0.00001 per share (“Class B Shares”), of the Issuer, which were exchangeable at any time for Class A Shares (as defined below);
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(2)
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OCM TMM Holdings II GP, ULC, a British Columbia unlimited liability company (“OCM TMM Holdings GP”), in its capacity as the general partner of OCM TMM Holdings;
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(3)
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OCM TMM Holdings II LP, Inc., a British Columbia corporation (“OCM TMM Holdings, Inc.”), in its capacity as the sole shareholder of OCM TMM Holdings GP;
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(4)
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Oaktree TM Holdings CTB, Ltd., a Cayman Islands company (“Oaktree TM Holdings”), in its capacity as the sole shareholder of OCM TMM Holdings, Inc.;
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(5)
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Oaktree Opportunities Fund VIII, L.P., a Cayman Islands limited partnership (“Opps VIII”), in its capacity as a shareholder of Oaktree TM Holdings;
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(6)
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Oaktree Opportunities Fund VIII (Parallel), L.P., a Cayman Islands limited partnership (“Parallel”), in its capacity as a shareholder of Oaktree TM Holdings;
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(7)
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Oaktree Opportunities Fund VIII (Parallel 2), L.P., a Cayman Islands limited partnership (“Parallel 2”), in its capacity as a shareholder of Oaktree TM Holdings;
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(8)
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Oaktree Opportunities Fund VIII GP, L.P., a Cayman Islands limited partnership (“Opps VIII GP”), in its capacity as the general partner of Opps VIII, Parallel and Parallel 2;
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(9)
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Oaktree Opportunities Fund VIII GP Ltd., a Cayman Islands company (“Opps VIII GP Ltd.”), in its capacity as the general partner of Opps VIII GP;
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(10)
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Oaktree Capital Management, L.P., a Delaware limited partnership (“Management”), in its capacity as the sole director of Oaktree TM Holdings, Opps VIII GP Ltd., Oaktree Huntington Investment Fund GP Ltd. (“Huntington GP Ltd.”) and Oaktree FF Investment Fund GP Ltd. (“FF GP Ltd.”);
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(11)
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Oaktree Holdings, Inc., a Delaware corporation (“Holdings, Inc.”), in its capacity as the general partner of Management and Oaktree Capital II, L.P.;
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(12)
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Oaktree Fund GP I, L.P., a Delaware limited partnership (“GP I”), in its capacity as the sole shareholder of Opps VIII GP Ltd., Huntington GP Ltd. and FF GP Ltd.;
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(13)
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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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(14)
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OCM Holdings I, LLC, a Delaware limited liability company (“OCM Holdings I”), in its capacity as the general partner of Capital I;
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(15)
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Oaktree Holdings, LLC, a Delaware limited liability company (“Holdings, LLC”), in its capacity as the managing member of OCM Holdings I;
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(16)
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Oaktree Capital Group, LLC, a Delaware limited liability company, in its capacity as the sole shareholder of Holdings, Inc. and the managing member of Holdings, LLC; and
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CUSIP No. 87724P106
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SCHEDULE 13G
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Page 20 of 26
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(17)
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Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company, in its capacity as the duly elected manager of Oaktree Capital Group, LLC.
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In addition to the Reporting Persons set forth above, certain affiliates of the Reporting Persons, including (a) Oaktree Huntington Investment Fund, L.P., a Cayman Islands limited partnership, (b) Oaktree FF Investment Fund, L.P. a Cayman Islands limited partnership, (c) Oaktree Real Estate Opportunities Fund V, L.P., a Delaware limited partnership and (d) Oaktree Remington Investment Fund, L.P., a Delaware limited partnership, each hold shares of the OCM TMM Holdings; however each such entity lacked both the power to vote and the power to dispose of any New TMM Units or Class B Shares.
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The principal business address of each of the Reporting Persons is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071.
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(d)
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Title of Class of Securities:
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Class A Common Stock, par value $0.00001 per share (“Class A Shares” and, together with the Class B Shares, the “Common Stock”)
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(e)
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CUSIP Number:
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87724P106
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ITEM 3.
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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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(a)
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[__] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o)
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(b)
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[__] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)
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(c)
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[__] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)
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(d)
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[__] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)
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(e)
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[__] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E)
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(f)
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[__] An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F);
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(g)
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[__] A Parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G);
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(h)
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[__] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
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(i)
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[__] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
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(j)
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[__] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
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||
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ITEM 4.
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OWNERSHIP
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||
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||
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As of December 31, 2017, OCM TMM Holdings directly held 18,147,847 New TMM Units and an equal number of Class B Shares. The New TMM Units (along with an equal number of Class B Shares) were exchangeable by OCM TMM Holdings at any time on a one-for-one basis for Class A Shares pursuant to the Exchange Agreement, dated as of April 9, 2013, among the Issuer, OCM TMM Holdings, TPG TMM Holdings II, L.P. and certain holders of New TMM Units and Class B Shares party thereto. Each Reporting Person expressly disclaims any beneficial ownership it had in the Common Stock as of December 31, 2017, except to the extent of its pecuniary interest in those shares directly held by OCM TMM Holdings.
OCM TMM Holdings disposed of its remaining New TMM Units and Class B Shares in a series of transactions on January 8, 2018 and January 17, 2018, and the Reporting Persons ceased to beneficially own any Common Stock. The responses of the Reporting Persons to Rows 5, 6, 7, 8, 9 and 11 in each of their respective cover pages to this Section 13G are incorporated herein by reference.
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CUSIP No. 87724P106
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SCHEDULE 13G
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Page 21 of 26
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ITEM 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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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 ☒.
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ITEM 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
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Not applicable.
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ITEM 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
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Not applicable.
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ITEM 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
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Not applicable.
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ITEM 9.
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NOTICE OF DISSOLUTION OF GROUP
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Not applicable.
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ITEM 10.
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CERTIFICATIONS.
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Not applicable.
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CUSIP No. 87724P106
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SCHEDULE 13G
|
Page 22 of 26
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OCM TMM HOLDINGS II, L.P.
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|||
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By:
Its:
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OCM TMM Holdings II GP, ULC
General Partner
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By:
Its:
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OCM TMM Holdings LP, Inc.
Sole Shareholder
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||
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By:
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/s/ Kenneth Liang
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| Name: | Kenneth Liang | ||
| Title: | Authorized Signatory | ||
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By:
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/s/ Derek Smith
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||
| Name: |
Derek Smith
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||
| Title: | Authorized Signatory | ||
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OCM TMM HOLDINGS II GP, ULC
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|||
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By:
Its:
|
OCM TMM Holdings LP, Inc.
Sole Shareholder
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||
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By:
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/s/ Kenneth Liang
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||
| Name: | Kenneth Liang | ||
| Title: | Authorized Signatory | ||
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By:
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/s/ Derek Smith
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||
| Name: | Derek Smith | ||
| Title: | Authorized Signatory | ||
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OCM TMM HOLDINGS II LP, INC.
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|||
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By:
Its:
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Oaktree TM Holdings CTB, Ltd.
Sole Shareholder
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||
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By:
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/s/ Kenneth Liang
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||
| Name: | Kenneth Liang | ||
| Title: | Authorized Signatory | ||
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By:
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/s/ Derek Smith
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||
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Name:
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Derek Smith | ||
| Title: | Authorized Signatory | ||
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CUSIP No. 87724P106
|
SCHEDULE 13G
|
Page 23 of 26
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OAKTREE TM HOLDINGS CTB, LTD.
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By:
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/s/ Kenneth Liang
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Name:
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Kenneth Liang
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Title:
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Authorized Signatory
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By:
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/s/ Derek Smith
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Name:
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Derek Smith
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Title:
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Authorized Signatory
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OAKTREE OPPORTUNITIES FUND VIII, L.P.
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By:
Its:
|
Oaktree Opportunities Fund VIII GP, L.P.
General Partner
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By:
Its:
|
Oaktree Opportunities Fund VIII GP Ltd.
General Partner
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||
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By:
Its:
|
Oaktree Capital Management, L.P.
Sole Director
|
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Vice President
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OAKTREE OPPORTUNITIES FUND VIII (PARALLEL), L.P.
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By:
Its:
|
Oaktree Opportunities Fund VIII GP, L.P.
General Partner
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By:
Its:
|
Oaktree Opportunities Fund VIII GP Ltd.
General Partner
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|||
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By:
Its:
|
Oaktree Capital Management, L.P.
Sole Director
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Vice President
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CUSIP No. 87724P106
|
SCHEDULE 13G
|
Page 24 of 26
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|
OAKTREE OPPORTUNITIES FUND VIII (PARALLEL 2), L.P.
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|
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By:
Its:
|
Oaktree Opportunities Fund VIII GP, L.P.
General Partner
|
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By:
Its:
|
Oaktree Opportunities Fund VIII GP Ltd.
General Partner
|
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||
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By:
Its:
|
Oaktree Capital Management, L.P.
Sole Director
|
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By:
|
/s/ Jordan Mikes
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Name:
|
Jordan Mikes
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Title:
|
Vice President
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OAKTREE OPPORTUNITIES FUND VIII GP, L.P.
|
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By:
Its:
|
Oaktree Opportunities Fund VIII GP Ltd.
General Partner
|
|
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By:
Its:
|
Oaktree Capital Management, L.P.
Director
|
|
|
|
|
|
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|
By:
|
/s/ Jordan Mikes
|
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|
Name:
|
Jordan Mikes
|
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Title:
|
Vice President
|
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|
OAKTREE OPPORTUNITIES FUND VIII GP LTD.
|
|
|
|
|
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|
By:
Its:
|
Oaktree Capital Management, L.P.
Director
|
|
|
|
|
|
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|
|
By:
|
/s/ Jordan Mikes
|
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|
Name:
|
Jordan Mikes
|
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Title:
|
Vice President
|
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|
CUSIP No. 87724P106
|
SCHEDULE 13G
|
Page 25 of 26
|
|
|
OAKTREE CAPITAL MANAGEMENT, L.P.
|
|
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|
By:
|
/s/Jordan Mikes
|
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|
Name:
|
Jordan Mikes
|
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Title:
|
Vice President
|
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|
|
OAKTREE HOLDINGS, INC.
|
|
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By:
|
/s/ Jordan Mikes
|
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|
|
Name:
|
Jordan Mikes
|
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Title:
|
Vice President
|
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|
OAKTREE FUND GP I, L.P.
|
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By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Authorized Signatory
|
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|
|
OAKTREE CAPITAL I, L.P.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Vice President
|
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|
OCM HOLDINGS I, LLC
|
|
|
|
|
|
|
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|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Vice President
|
|
|
|
OAKTREE HOLDINGS, LLC
|
|
|
|
|
|
|
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|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Vice President
|
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|
|
OAKTREE CAPITAL GROUP, LLC
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Vice President
|
|
|
|
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jordan Mikes
|
|
|
|
Name:
|
Jordan Mikes
|
|
|
|
Title:
|
Vice President
|
|
|
CUSIP No. 87724P106
|
SCHEDULE 13G
|
Page 26 of 26
|
|
Exhibit 1.
|
Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (previously filed).
|