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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D/A
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Under the Securities Exchange Act
of 1934
(Amendment No. 6)*
(Name of Issuer)
Common Stock $0.01 Par Value Per Share
(Title of Class of
Securities)
(CUSIP Number)
Todd
E. Molz
Managing
Director and General Counsel
Oaktree
Capital Group Holdings GP, LLC
333
South Grand Avenue, 28
th
Floor
Los
Angeles, California 90071
Telephone
(213) 830-6300
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
(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 Rule 13d-1(e), 13d-1(f) or
13d-1(g), check the following box.
o
Note.
Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 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).
This Amendment No. 6
(this “Amendment”) is filed by OCM Real Estate Opportunities Fund III, L.P., a
Delaware limited partnership (“Fund III”), OCM Real Estate Opportunities Fund
IIIA, L.P., a Delaware limited partnership (“Fund IIIA”), OCM Real Estate
Opportunities Fund II, L.P., a Delaware limited partnership (“Fund II” and
together with Fund III and Fund IIIA the “Oaktree Funds”), OCM Real Estate
Opportunities Fund III GP, L.P., a Delaware limited partnership (“Fund III GP”)
(formerly OCM Real Estate Opportunities Fund III GP, LLC., a Delaware limited
liability company), Oaktree Fund GP II, L.P., a Delaware limited partnership
(“GP II”), Oaktree Capital II, L.P., a Delaware limited partnership (“Capital
II”), Oaktree Holdings, Inc., a Delaware corporation (“Holdings”), Oaktree
Capital Group, LLC, a Delaware limited liability company (“OCG”), Oaktree
Capital Group Holdings, L.P., a Delaware limited partnership (“OCGH”), Oaktree
Capital Group Holdings GP, LLC, a Delaware limited liability company (“OCGH GP”
and together with the Oaktree Funds and Fund III GP, GP II, Capital II,
Holdings, OCG, and OCGH, collectively, the “Reporting Persons”, and each
individually a “Reporting Person”), and amends and supplements the Schedule 13D
filed with the Securities and Exchange Commission (the “SEC”) on November 25,
2002, as amended by Amendment No. 1 thereto, filed with the SEC on June 16,
2003, Amendment No. 2 thereto, filed with the SEC on June 25, 2004,
Amendment No. 3 thereto, filed with the SEC on November 9, 2006,
Amendment No. 4 thereto, filed with the SEC on February 27, 2007, and
Amendment No. 5 thereto, filed with the SEC on August 13, 2007
(together, the “Schedule 13D”), with respect to the Series A Preferred
Stock, $.01 Par Value Per Share, and the Common Stock, $.01 Par Value Per Share
(the “Common Stock”), of Lodgian, Inc., a Delaware corporation (the
“Issuer”). Capitalized terms used in
this Amendment No. 6 and not otherwise defined herein have the respective
meanings given in the Schedule 13D. The
filing of any amendment to the Schedule 13D (including the filing of this
Amendment) shall not be construed to be an admission by any of the Reporting
Persons that a material change has occurred in the facts set forth in the
Schedule 13D or that such amendment is required under Rule 13d-2 of the
Securities Exchange Act of 1934, as amended.
On December 27,
2007, Fund III GP (then known as OCM Real Estate Opportunities Fund III GP,
LLC, a Delaware limited liability company) converted to a limited partnership
and changed its name to OCM Real Estate Opportunities Fund III GP, L.P. Since that time, GP II has been the general
partner of Fund III GP. All references
in the Schedule 13D to GP II as the managing member of Fund III GP are hereby
amended to GP II as the general partner of Fund III GP.
Item 2. Identity and Background
Item 2 of the
Schedule 13D is hereby amended as follows:
Annex A attached
to the Schedule 13D is hereby amended and restated in its entirety by Annex A
attached to this Amendment.
The penultimate
paragraph is hereby amended and restated in its entirety as follows:
The principal
business address for each of Oaktree, the Reporting Persons and the Covered
Persons (other than Messrs. Denham and Pierson) is 333 South Grand Avenue,
28th Floor, Los Angeles, California 90071.
The principal business address of Mr. Denham is c/o Munger, Tolles &
Olson LLP, 355 S. Grand Avenue, 35th Floor, Los Angeles, California 90071. The principal business address of Mr. Pierson
is c/o Meyer Memorial Trust, 425 N. 10th Avenue, Suite 425, Portland,
Oregon 97209.
Item 4. Purpose of Transaction.
Item
4 of the Schedule 13D is hereby amended to add the following:
On January 22,
2010, the Issuer entered into an agreement and plan of merger (the “Merger
Agreement”) with LSREF Lodging Investments, LLC, a Delaware limited liability
company (“Purchaser”), and LSREF Lodging Merger Co., Inc., a Delaware
corporation (“MergerSub”), pursuant to which, subject to the terms and
conditions set forth therein, MergerSub will be merged with and into the
Issuer, with the Issuer continuing as the surviving company (the “Merger”). A copy of the Merger Agreement is filed as
Exhibit 99.3 to this Amendment.
As a condition to
Purchaser and MergerSub entering into the Merger Agreement, concurrently with
the execution of the Merger Agreement, the Oaktree Funds entered into a Voting
Agreement (the “Voting Agreement”) with Purchaser and MergerSub. Pursuant to the Voting Agreement, the Oaktree
Funds have agreed, among other things, to vote their shares of Common Stock to
adopt, approve and vote in favor of the Merger Agreement, the Merger and the
other transactions contemplated by the Merger Agreement and against any action
or agreement that would impede or delay the Merger. The Oaktree Funds intend to surrender the
shares of Common Stock held by them in connection with the Merger.
The foregoing
summary of the terms of the Voting Agreement is incomplete and qualified in its
entirety by reference to the Voting Agreement, a copy of which is filed as Exhibit 99.1
to this Amendment and incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
The second, third
and fifth paragraphs are hereby amended and restated in their entirety as
follows:
Fund II directly
holds 2,512,726 shares of Common Stock (approximately 11.6% of the total number
of shares of Common Stock outstanding).(1) Fund II has the sole power to
vote and to dispose of all such 2,512,726 shares of Common Stock.
Fund III directly
holds 267,855 shares of Common Stock (approximately 1.2% of the total number of
shares of Common Stock outstanding).
Fund III has the sole power to vote and dispose of all such 267,855
shares of Common Stock.
The shares of
Common Stock beneficially owned by Fund III and Fund IIIA, when aggregated
together, total 276,138 shares, which represents approximately 1.3% of the
outstanding Common Stock. The shares of
Common Stock beneficially owned by the Oaktree Funds, when aggregated together,
total 2,788,864 shares, which represents approximately 12.9% of the outstanding
Common Stock.
(1) All calculations of percentage ownership in this Amendment are
based on a total of 21,675,040 issued and outstanding shares of Common Stock,
as represented by the Issuer in the Merger Agreement, a copy of which is filed
as Exhibit 99.3 to this Amendment.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer
Item
6 of the Schedule 13D is hereby amended by the addition of the following
information:
The
information set forth in the last three paragraphs of Item 4 is incorporated
herein by reference.
Item 7. Material to be Filed as Exhibits
The
following are filed herewith as Exhibits to this Amendment:
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Exhibit No.
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Description of Exhibit
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99.1
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Voting Agreement.
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99.2
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Joint Filing Agreement,
dated as of January 26, 2010, by and among the Reporting Persons.
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99.3
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Merger Agreement
(incorporated by reference to Exhibit 2.1 to the Form 8-K filed by the Issuer
on January 22, 2010).
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and Chairman of Oaktree
Capital Management, L.P.
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Bruce A. Karsh
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President and Director
of Oaktree Capital Group, LLC and President of Oaktree Capital Management,
L.P.
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John B. Frank
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Managing Principal and
Director of Oaktree Capital Group, LLC and Managing Principal of Oaktree
Capital Management, L.P.
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David M. Kirchheimer
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Chief Financial
Officer, Chief Administrative Officer and Director of Oaktree Capital Group,
LLC and Chief Financial Officer, Chief Administrative Officer and Principal
of Oaktree Capital Management, L.P.
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Oaktree Fund GP
II, L.P.
Oaktree Capital
II, L.P. is the general partner of Oaktree Fund GP II, L.P. There are no executive officers or directors
appointed at Oaktree Fund GP II, L.P.
OCM Real Estate
Opportunities Fund II, L.P.
Oaktree Fund GP
II, L.P. is the general partner of OCM Real Estate Opportunities Fund II,
L.P. There are no executive officers or
directors appointed at OCM Real Estate Opportunities Fund II, L.P.
OCM Real Estate
Opportunities Fund III GP, L.P.
Oaktree Fund GP
II, L.P. is the general partner of OCM Real Estate Opportunities Fund III GP,
L.P. There are no executive officers or
directors appointed at OCM Real Estate Opportunities Fund III GP, L.P.
OCM Real Estate
Opportunities Fund III, L.P.
OCM Real Estate
Opportunities Fund III GP, L.P. is the general partner of OCM Real Estate
Opportunities Fund III, L.P. There are
no executive officers or directors appointed at OCM Real Estate Opportunities
Fund III, L.P.
OCM Real Estate
Opportunities Fund IIIA, L.P.
OCM Real Estate
Opportunities Fund III GP, L.P. is the general partner of OCM Real Estate
Opportunities Fund IIIA, L.P. There are
no executive officers or directors appointed at OCM Real Estate Opportunities
Fund IIIA, L.P.
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