SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

SunOpta Inc.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

8676EP108

(CUSIP Number)

Todd E. Molz

Managing Director and General Counsel

Oaktree Capital Group Holdings GP, LLC

333 South Grand Avenue, 28th Floor

Los Angeles, California 90071

(213) 830-6300

With a copy to:

Dennis M. Myers, P.C.

Kirkland & Ellis LLP

300 N. LaSalle Street

Chicago, Illinois 60654

(312) 862-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 6, 2017

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 8676EP108  

 

  1   

NAME OF REPORTING PERSON OR

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Oaktree Organics, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO (See Item 3)

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH

 

     7    

SOLE VOTING POWER

 

12,002,721

     8   

SHARED VOTING POWER

 

None

     9   

SOLE DISPOSITIVE POWER

 

12,002,721

   10   

SHARED DISPOSITIVE POWER

 

None

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

12,002,721

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

12.6%

14  

TYPE OF REPORTING PERSON

 

PN


CUSIP No. 8676EP108  

 

  1   

NAME OF REPORTING PERSON OR

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Oaktree Huntington Investment Fund II, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

Not applicable

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH

 

     7    

SOLE VOTING POWER

 

2,330,612

     8   

SHARED VOTING POWER

 

None

     9   

SOLE DISPOSITIVE POWER

 

2,330,612

   10   

SHARED DISPOSITIVE POWER

 

None

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,330,612

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.7%

14  

TYPE OF REPORTING PERSON

 

PN


CUSIP No. 8676EP108  

 

  1   

NAME OF REPORTING PERSON OR

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Oaktree Huntington Investment Fund II GP, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

Not applicable

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH

 

     7    

SOLE VOTING POWER

 

2,330,612 (1)

     8   

SHARED VOTING POWER

 

None

     9   

SOLE DISPOSITIVE POWER

 

2,330,612 (1)

   10   

SHARED DISPOSITIVE POWER

 

None

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,330,612 (1)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.7%

14  

TYPE OF REPORTING PERSON

 

PN

 

 

(1) Solely in its capacity as the general partner of Oaktree Huntington Investment Fund II, L.P.


CUSIP No. 8676EP108  

 

  1   

NAME OF REPORTING PERSON OR

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Oaktree Fund GP, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

Not applicable

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH

 

     7    

SOLE VOTING POWER

 

14,333,333 (1)

     8   

SHARED VOTING POWER

 

None

     9   

SOLE DISPOSITIVE POWER

 

14,333,333 (1)

   10   

SHARED DISPOSITIVE POWER

 

None

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

14,333,333 (1)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14.7%

14  

TYPE OF REPORTING PERSON

 

OO

 

 

(1) Solely in its capacity as the general partner of Oaktree Organics, L.P. and Oaktree Huntington Investment Fund II GP, L.P.


CUSIP No. 8676EP108  

 

  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  

SOURCE OF FUNDS

 

Not applicable

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH

 

     7    

SOLE VOTING POWER

 

14,333,333 (1)

     8   

SHARED VOTING POWER

 

None

     9   

SOLE DISPOSITIVE POWER

 

14,333,333 (1)

   10   

SHARED DISPOSITIVE POWER

 

None

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

14,333,333 (1)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14.7%

14  

TYPE OF REPORTING PERSON

 

PN

 

 

(1) Solely in its capacity as the managing member of Oaktree Fund GP, LLC.


CUSIP No. 8676EP108  

 

  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  

SOURCE OF FUNDS

 

Not applicable

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH

 

     7    

SOLE VOTING POWER

 

14,333,333 (1)

     8   

SHARED VOTING POWER

 

None

     9   

SOLE DISPOSITIVE POWER

 

14,333,333 (1)

   10   

SHARED DISPOSITIVE POWER

 

None

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

14,333,333 (1)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14.7%

14  

TYPE OF REPORTING PERSON

 

PN

 

 

(1) Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.


CUSIP No. 8676EP108  

 

  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  

SOURCE OF FUNDS

 

Not applicable

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH

 

     7    

SOLE VOTING POWER

 

14,333,333 (1)

     8   

SHARED VOTING POWER

 

None

     9   

SOLE DISPOSITIVE POWER

 

14,333,333 (1)

   10   

SHARED DISPOSITIVE POWER

 

None

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

14,333,333 (1)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14.7%

14  

TYPE OF REPORTING PERSON

 

OO

 

 

(1) Solely in its capacity as the general partner of Oaktree Capital I, L.P.


CUSIP No. 8676EP108  

 

  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  

SOURCE OF FUNDS

 

Not applicable

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH

 

     7    

SOLE VOTING POWER

 

14,333,333 (1)

     8   

SHARED VOTING POWER

 

None

     9   

SOLE DISPOSITIVE POWER

 

14,333,333 (1)

   10   

SHARED DISPOSITIVE POWER

 

None

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

14,333,333 (1)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14.7%

14  

TYPE OF REPORTING PERSON

 

OO

 

 

(1) Solely in its capacity as the managing member of OCM Holdings I, LLC.


CUSIP No. 8676EP108  

 

  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  

SOURCE OF FUNDS

 

Not applicable

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH

 

     7    

SOLE VOTING POWER

 

2,330,612 (1)

     8   

SHARED VOTING POWER

 

None

     9   

SOLE DISPOSITIVE POWER

 

2,330,612 (1)

   10   

SHARED DISPOSITIVE POWER

 

None

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,330,612 (1)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.7%

14  

TYPE OF REPORTING PERSON

 

PN

 

 

(1) Solely in its capacity as the investment manager of Oaktree Huntington Investment Fund II GP, L.P.


CUSIP No. 8676EP108  

 

  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  

SOURCE OF FUNDS

 

Not applicable

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH

 

     7    

SOLE VOTING POWER

 

2,330,612 (1)

     8   

SHARED VOTING POWER

 

None

     9   

SOLE DISPOSITIVE POWER

 

2,330,612 (1)

   10   

SHARED DISPOSITIVE POWER

 

None

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,330,612 (1)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.7%

14  

TYPE OF REPORTING PERSON

 

CO

 

 

(1) Solely in its capacity as the general partner of Oaktree Capital Management, L.P.


CUSIP No. 8676EP108  

 

  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  

SOURCE OF FUNDS

 

Not applicable

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH

 

     7    

SOLE VOTING POWER

 

14,333,333 (1)

     8   

SHARED VOTING POWER

 

None

     9   

SOLE DISPOSITIVE POWER

 

14,333,333 (1)

   10   

SHARED DISPOSITIVE POWER

 

None

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

14,333,333 (1)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14.7%

14  

TYPE OF REPORTING PERSON

 

OO

 

 

(1) Solely in its capacity as the managing member of Oaktree Holdings, LLC and as the sole shareholder of Oaktree Holdings, Inc.


CUSIP No. 8676EP108  

 

  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  

SOURCE OF FUNDS

 

Not applicable

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH

 

     7    

SOLE VOTING POWER

 

14,333,333 (1)

     8   

SHARED VOTING POWER

 

None

     9   

SOLE DISPOSITIVE POWER

 

14,333,333 (1)

   10   

SHARED DISPOSITIVE POWER

 

None

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

14,333,333 (1)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14.7%

14  

TYPE OF REPORTING PERSON

 

OO

 

 

(1) Solely in its capacity as the manager of Oaktree Capital Group, LLC.


Amendment No. 2 to Schedule 13D

This Amendment No. 2 (“Amendment No. 2) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on October 17, 2016, as amended by Amendment No. 1 to the Schedule 13D filed on March 8, 2017 (as amended, the “Schedule 13D”). Except as set forth herein, the Schedule 13D remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D. Ownership percentages set forth in this Amendment No. 2 are based upon a total of 86,007,186 Common Shares of the Issuer issued and outstanding, as reported in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 13, 2017.

 

Item 4. Purpose of the Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by the following:

On May 6, 2017, the Issuer entered into a Consent to Purchase Shares (the “Consent”) with the Investors pursuant to which the Issuer granted a request for a waiver by the Investors of the standstill provision of the Investor Rights Agreement that limits the Investors from acquiring additional securities of the Issuer (the “Standstill”), subject to certain exceptions. The Consent permits the Investors to purchase on or before May 6, 2020 up to that number of additional Common Shares equal to the lesser of (i) 5,125,036; and (ii) that number of Common Shares that would ensure that the Investors’ “beneficial ownership” of voting or equity securities of the Issuer within the meaning of applicable securities law and the Issuer’s shareholder rights plan of does not exceed 19.99% of the outstanding Common Shares on a partially-diluted as-exchanged basis at the time of such purchase. The Investors have agreed to acquire Common Shares pursuant to the Consent only in open market purchases on the NASDAQ Global Select Market or the Toronto Stock Exchange.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented by the following:

Item 4 of this Amendment No. 2 is incorporated herein by reference.

In connection with the Consent, on May 6, 2017, the Issuer, SunOpta Foods, the Investors and OCM SunOpta Trustee, LLC (as assignee of GP LLC) entered into an Amendment Agreement (the “VTA Amendment”) amending the Voting Trust Agreement. The VTA Amendment provides that no additional Special Voting Shares will be issued to the Investors if such issuance would result in the Issuer’s shareholder rights plan being triggered. Such Special Voting Shares are issued upon the payment of in-kind dividends and anti-dilution and other adjustments under the terms of the Preferred Shares. At its Annual and Special Meeting of Shareholders to be held on May 24, 2017, the Issuer is seeking shareholder approval of a resolution (the “SRP Resolution”) that would, among other things, waive the application of the Issuer’s shareholder rights plan in order to allow the Investors to increase their beneficial ownership of outstanding voting shares to or above 20% where such increase results from the payment of in-kind dividends on the Preferred Shares. As a consequence of the VTA Amendment, assuming the Investors acquire the maximum number of Common Shares permitted under the Consent, the Issuer’s shareholder rights plan would not be triggered by the payment of dividends on the Preferred Shares as in-kind dividends even if the shareholders do not approve the SRP Resolution. The Issuer’s shareholder rights plan would continue to apply in accordance with its terms to other acquisitions of Common Shares that would otherwise trigger the shareholder rights plan.

The Investors are related parties of the Issuer and have two nominees on the Board. As a result, the Board established a process to have the disinterested directors of the Board consider and approve the Consent and the VTA Amendment. Other than as expressly modified pursuant to the Consent and the VTA Amendment, the Investor Rights Agreement and the Voting Trust Agreement remain in full force and effect.

The summary description of the Consent and the VTA Amendment does not purport to be complete and is qualified in its entirety by reference to the Consent filed with this report as Exhibit 8 and the VTA Amendment filed with this report as Exhibit 9, in each case incorporated herein by reference.


Item 7. Material to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended and supplemented by the following:

 

Exhibit 8    Consent to Purchase Shares, dated May 6, 2017, between SunOpta Inc. and Oaktree Organics, L.P. (Exhibit 10.1 to Issuer’s Current Report on Form 8-K filed with the Commission on May 8, 2017).†
Exhibit 9    Amendment Agreement, dated May 6, 2017, between SunOpta Inc., Oaktree Organics, L.P., Oaktree Huntington Investment Fund II, L.P., SunOpta Foods Inc. and OCM SunOpta Trustee, LLC. (Exhibit 10.2 to Issuer’s Current Report on Form 8-K filed with the Commission on May 8, 2017). †

 

Incorporated herein by reference.


SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of May 10, 2017

 

OAKTREE ORGANICS, L.P.
By:   Oaktree Fund GP, LLC
Its:   General Partner
By:   Oaktree Fund GP I, L.P.
Its:   Managing Member
By:   /s/ Jamie Toothman
  Name: Jamie Toothman
  Title: Authorized Signatory
OAKTREE HUNTINGTON INVESTMENT
FUND II, L.P.
By:   Oaktree Huntington Investment Fund II GP, L.P.
Its:   General Partner
By:   Oaktree Fund GP, LLC
Its:   General Partner
By:   Oaktree Fund GP I, L.P.
Its:   Managing Member
By:   /s/ Jamie Toothman
  Name: Jamie Toothman
  Title: Authorized Signatory


OAKTREE HUNTINGTON INVESTMENT
FUND II GP, L.P.
By:   Oaktree Fund GP, LLC
Its:   General Partner
By:   Oaktree Fund GP I, L.P.
Its:   Managing Member
By:   /s/ Jamie Toothman
  Name: Jamie Toothman
  Title: Authorized Signatory
OAKTREE FUND GP, LLC
By:   Oaktree Fund GP I, L.P.
Its:   Managing Member
By:   /s/ Jamie Toothman
  Name: Jamie Toothman
  Title: Authorized Signatory
OAKTREE FUND GP I, L.P.
By:   /s/ Jamie Toothman
  Name: Jamie Toothman
  Title: Authorized Signatory
OAKTREE CAPITAL I, L.P.
By:   /s/ Jamie Toothman
  Name: Jamie Toothman
  Title: Vice President
OCM HOLDINGS I, LLC
By:   /s/ Jamie Toothman
  Name: Jamie Toothman
  Title: Vice President
OAKTREE HOLDINGS, LLC
By:   /s/ Jamie Toothman
  Name: Jamie Toothman
  Title: Vice President


OAKTREE CAPITAL MANAGEMENT, L.P.
By:   /s/ Jamie Toothman
  Name: Jamie Toothman
  Title: Vice President
OAKTREE HOLDINGS, INC.
By:   /s/ Jamie Toothman
  Name: Jamie Toothman
  Title: Vice President
OAKTREE CAPITAL GROUP, LLC
By:   Oaktree Capital Group Holdings GP, LLC
Its:   Manager
By:   /s/ Jamie Toothman
  Name: Jamie Toothman
  Title: Vice President
OAKTREE CAPITAL GROUP HOLDINGS GP,
LLC
By:   /s/ Jamie Toothman
  Name: Jamie Toothman
  Title: Vice President