0000950142-21-003865 3 2 20211122 20211202 20211202 Oaktree Phoenix Investment Fund, L.P. 0001815055 E9 1231 3 34 001-37839 211466755 333 S. GRAND AVE 28TH FLOOR LOS ANGELES CA 90071 2138306300 333 S. GRAND AVE 28TH FLOOR LOS ANGELES CA 90071 BAM Partners Trust 0001861643 A6 1231 3 34 001-37839 211466756 181 BAY STREET SUITE 300 TORONTO A6 M5J 2T3 416-369-2621 181 BAY STREET SUITE 300 TORONTO A6 M5J 2T3 TPI COMPOSITES, INC 0001455684 3510 201590775 1231 8501 N SCOTTSDALE ROAD GAINEY CENTER II, SUITE 100 SCOTTSDALE AZ 85253 480-305-8910 8501 N SCOTTSDALE ROAD GAINEY CENTER II, SUITE 100 SCOTTSDALE AZ 85253 TPI COMPOSITES INC 20090206 3 1 es210205469_3-othllc2.xml OWNERSHIP DOCUMENT X0206 3 2021-11-22 0 0001455684 TPI COMPOSITES, INC TPIC 0001861643 BAM Partners Trust BROOKFIELD PLACE, 181 BAY STREET SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA 0 0 1 0 0001815055 Oaktree Phoenix Investment Fund, L.P. 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 Warrants (right to buy) 0.01 2021-11-22 2026-11-22 Common Stock 2835000 I See Footnote Warrants (right to buy) 0.01 2021-11-22 2026-11-22 Common Stock 1750000 I See Footnote Warrants (right to buy) 0.01 2021-11-22 2026-11-22 Common Stock 81667 I See Footnote Consists of Warrants issued by the Company pursuant to the Series A Preferred Stock Purchase Agreement, dated November 8, 2021 (the "Warrants") directly beneficially owned by Opps TPIC Holdings, LLC ("Opps") exercisable for 2,835,000 shares of Common Stock at an exercise price of $0.01 per share. Consists of Warrants directly beneficially owned by Oaktree Power Opportunities Fund V (Delaware) Holdings, L.P. ("Power V") exercisable for 1,750,000 shares of Common Stock at an exercise price of $0.01 per share. Consists of Warrants directly beneficially owned by Oaktree Phoenix Investment Fund, L.P. ("Phoenix") exercisable for 81,667 shares of Common Stock at an exercise price of $0.01 per share. This Form 3 is being filed jointly by (each, a "Reporting Person" and, collective, the "Reporting Persons") (i) TPIC, (ii) Power V, (iii) Oaktree Fund GP, LLC ("Fund GP"), as general partner of TPIC and Power V, (iv) Oaktree Fund GP I, L.P. ("GP I"), as managing member of Fund GP, (v) Oaktree Capital I, L.P. ("Capital I"), as general partner of GP I, (vi) OCM Holdings I, LLC ("Holdings I"), as general partner of Capital I, (vii) Oaktree Holdings LLC ("Holdings"), as managing member of Holdings I, (viii) Oaktree Capital Group, LLC ("OCG"), as managing member of Holdings, (ix) Oaktree Capital Group Holdings GP, LLC ("OCGH GP"), as indirect owner of the class B units of OCG, (x) Brookfield Asset Management Inc. ("BAM"), as indirect owner of the class A units of OCG, (xi) BAM Partners Trust (the "BAM Partnership"), as sole owner of the Class B Limited Voting Shares of BAM and (xii) Phoenix. Each of the Reporting Persons expressly disclaims beneficial ownership of the equity securities reported herein, except to the extent of their respective pecuniary interests therein, and the filing of this Form 3 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 3. Form 2 of 2 /s/ See Signatures Included in Exhibit 99.1 2021-12-02 EX-99.1 2 es210205469_ex9901.htm EXHIBIT 99.1

 

EXHIBIT 99.1

 

This Statement on Form 3 is filed jointly by the Reporting Persons listed below. The principal business address of each of these Reporting Persons is 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071.

 

Name of Designated Filer: BAM PARTNERS TRUST

 

Date of Event Requiring Statement: November 22, 2021

 

Issuer Name and Ticker or Trading Symbol: TPIC

 

 

BAM PARTNERS TRUST

 
       
  By: BAM Class B Partners Inc.  
  Its: Trustee  
       
  By: /s/ Kathy Sarpash  
 

Name: Kathy Sarpash

 
 

Title: Secretary

 

 

 

OAKTREE PHOENIX INVESTMENT FUND, L.P.

 
       
  By: Oaktree Phoenix Investment Fund GP, L.P.  
  Its: General Partner  
       
  By: Oaktree Phoenix Investment Fund GP, Ltd.  
  Its: General Partner  
       
  By: Oaktree Capital Management, L.P.  
  Its: Director  
       
  By: /s/ Henry Orren  
 

Name: Henry Orren

 
 

Title: Senior Vice President