3//SEC Filing
ECR Corporate Holdings L.P. 3
Accession 0001104659-20-122639
CIK 0001609253other
Filed
Nov 5, 7:00 PM ET
Accepted
Nov 6, 7:21 PM ET
Size
21.6 KB
Accession
0001104659-20-122639
Insider Transaction Report
Form 3
Ares Holdco LLC
10% Owner
Holdings
- 17,324,848(indirect: By ECR Corporate Holdings L.P.)
Common Stock, par value $0.01
Ares Holdings Inc.
10% Owner
Holdings
- 17,324,848(indirect: By ECR Corporate Holdings L.P.)
Common Stock, par value $0.01
ARES MANAGEMENT LP
10% Owner
Holdings
- 17,324,848(indirect: By ECR Corporate Holdings L.P.)
Common Stock, par value $0.01
Ares Voting LLC
10% Owner
Holdings
- 17,324,848(indirect: By ECR Corporate Holdings L.P.)
Common Stock, par value $0.01
Ares Management GP LLC
10% Owner
Holdings
- 17,324,848(indirect: By ECR Corporate Holdings L.P.)
Common Stock, par value $0.01
Ares Management Holdings LLC
10% Owner
Holdings
- 17,324,848(indirect: By ECR Corporate Holdings L.P.)
Common Stock, par value $0.01
ARES MANAGEMENT LLC
10% Owner
Holdings
- 17,324,848(indirect: By ECR Corporate Holdings L.P.)
Common Stock, par value $0.01
Ares Partners Holdco LLC
10% Owner
Holdings
- 17,324,848(indirect: By ECR Corporate Holdings L.P.)
Common Stock, par value $0.01
ECR Corporate Holdings L.P.
10% Owner
Holdings
- 17,324,848(indirect: By ECR Corporate Holdings L.P.)
Common Stock, par value $0.01
Footnotes (5)
- [F1]On July 15, 2020, the Issuer and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the United States Code, 11 U.S.C. Section 101-1532 in the United States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court"). On October 8, 2020 the Issuer filed the Amended Debtors' Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code with the Bankruptcy Court (the "Plan"). On October 13, 2020, the Bankruptcy Court entered an order (the "Confirmation Order") confirming the Plan. On October 27, 2020 (the "Effective Date"), the conditions to effectiveness of the Plan were satisfied or waived and the Issuer emerged from Chapter 11.
- [F2]Pursuant to the Plan and the Confirmation Order, the Issuer issued 17,324,848 shares of its common stock, par value $0.01 (the "Common Stock") to ECR Corporate Holdings L.P. ("ECR"), on the Effective Date in exchange for all of the equity interests of Elk Hills Power, LLC held by ECR.
- [F3]ECR Corporate Holdings GP LLC ("ECR GP"), the general partner of ECR, may be deemed to be a beneficial owner of, or have a pecuniary interest in, the Common Stock held by ECR. Ares Management LLC indirectly controls ECR GP. The sole member of Ares Management LLC is Ares Management Holdings L.P. ("Ares Management Holdings") and the general partner of Ares Management Holdings is Ares Holdco LLC ("Ares Holdco"). The sole member of Ares Holdco is Ares Holdings Inc. ("Ares Holdings"), whose sole stockholder is Ares Management Corporation ("Ares Management"). Ares Management GP LLC ("Ares Management GP") is the sole holder of the Class B common stock, $0.01 par value per share, of Ares Management (the "Ares Class B Common Stock") and Ares Voting LLC ("Ares Voting") is the sole holder of the Class C common stock, $0.01 par value per share, of Ares Management (the "Ares Class C Common Stock"). (Continued in footnote 4)
- [F4]Pursuant to Ares Management's Certificate of Incorporation, the holders of the Ares Class B Common Stock and the Ares Class C Common Stock, collectively, will generally have the majority of the votes on any matter submitted to the stockholders of Ares Management if certain conditions are met. The sole member of both Ares Management GP and Ares Voting is Ares Partners Holdco LLC ("Ares Partners"). Ares Partners is managed by a board of managers, which is composed of Michael Arougheti, Ryan Berry, R. Kipp deVeer, David Kaplan, Michael McFerran, Antony Ressler and Bennett Rosenthal (collectively, the "Board Members"). Mr. Ressler generally has veto authority over decisions by the Board Members. (Continued in footnote 5)
- [F5]Each of the Reporting Persons (other than ECR with respect to the shares of Common Stock directly held by it), and the Board Members, and the other directors, officers, partners, stockholders, members and managers of the Reporting Persons, expressly disclaims beneficial ownership of the Common Stock, except to the extent of any pecuniary interest therein, and this Form 3 shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.
Documents
Issuer
California Resources Corp
CIK 0001609253
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001831424
Filing Metadata
- Form type
- 3
- Filed
- Nov 5, 7:00 PM ET
- Accepted
- Nov 6, 7:21 PM ET
- Size
- 21.6 KB