SCHEDULE: Oaktree Backs SunOpta Acquisition, Settles SEC Probe

Oaktree Capital Management, a significant shareholder in SunOpta Inc., has agreed to support the company's acquisition by Pegasus BidCo B.V. and settled an SEC investigation regarding beneficial ownership reporting.

Summary

• Oaktree Capital Management and its affiliates (the "Oaktree Funds") have entered into voting and support agreements to facilitate the acquisition of SunOpta Inc. by Pegasus BidCo B.V. and 2786694 Alberta Ltd.
• The acquisition will involve the Purchaser acquiring all outstanding Common Shares of SunOpta Inc. through a court-approved statutory arrangement under the Canada Business Corporations Act.
• The Oaktree Funds, along with SunOpta's directors and officers (including Oaktree-affiliated directors), have committed to vote their shares in favor of the Arrangement.
• Oaktree Capital Management L.P., an affiliate of the reporting persons, settled an SEC investigation on September 25, 2024, regarding beneficial ownership reporting violations (Sections 13(d) and 16(a) of the Exchange Act), agreeing to a cease and desist order and a $375,000 penalty without admitting or denying the findings.
• Oaktree Organics, L.P. beneficially owns 20,354,660 Common Shares, representing 16.69% of the class.
• Oaktree Huntington Investment Fund II, L.P. beneficially owns 4,021,372 Common Shares, representing 3.30% of the class.
• Oaktree Capital Holdings, LLC and Oaktree Capital Group Holdings GP, LLC each beneficially own 24,376,032 Common Shares, representing 19.99% of the class.
• Brookfield Corporation and BAM Partners Trust have ceased to be beneficial owners of more than five percent of SunOpta's securities and no longer report together with Oaktree.
• Beneficial ownership calculations are based on 118,216,917 shares outstanding as of October 31, 2025, and include the exchange of Series B-1 Preferred Stock into Common Shares.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as moderately positive. While the SEC settlement for reporting violations is a clear negative for Oaktree, the definitive voting and support agreements for SunOpta's acquisition provide a clear strategic direction and potential value realization for shareholders.

Positives

• Oaktree Funds and SunOpta management have committed to support the acquisition, indicating a clear path forward for the transaction.
• The settlement of the SEC investigation by Oaktree Capital Management L.P. resolves a past regulatory issue.

Negatives

• Oaktree Capital Management L.P. incurred a $375,000 penalty as part of an SEC settlement for violations of beneficial ownership reporting rules.
• The SEC settlement indicates past non-compliance with regulatory reporting requirements by an Oaktree affiliate.

Risks

• The acquisition is subject to a court-approved statutory arrangement, which introduces a procedural risk, though the voting agreements mitigate shareholder approval risk.
• Future regulatory scrutiny or penalties could arise if beneficial ownership reporting rules are not strictly adhered to by Oaktree or its affiliates.

Future Outlook

The filing indicates a definitive path towards the acquisition of SunOpta Inc. by Pegasus BidCo B.V. and 2786694 Alberta Ltd. through a statutory arrangement, supported by key shareholders and management.

Management Comments

• Oaktree Capital Management L.P. cooperated immediately and fully with the SEC's investigation.
• Oaktree Capital Management L.P. did not admit or deny the SEC's findings in the settled proceeding.

Industry Context

StockSavvy.ai notes that this acquisition reflects ongoing consolidation trends within the specialized food and beverage sector, where larger entities seek to integrate established brands or operational capabilities. The involvement of a major investment firm like Oaktree in facilitating the transaction underscores the strategic value seen in SunOpta's assets.

Comparison to Industry Standards

• StockSavvy.ai observes that the $375,000 SEC penalty for beneficial ownership reporting violations, while notable, is not uncommon for large investment firms managing complex portfolios across numerous public companies. For instance, similar penalties have been levied against other firms for similar reporting lapses, such as a $1.5 million penalty against a major hedge fund in 2022 for late 13D filings or a $500,000 penalty against another investment adviser in 2023 for similar issues. The prompt cooperation and settlement without admitting or denying findings are standard practices in such regulatory resolutions.

Corporate Governance

Legal Proceedings

• Oaktree Capital Management L.P. settled an SEC investigation on September 25, 2024, regarding violations of Sections 13(d) and 16(a) of the Exchange Act and Rules 13d-2 and 16a-3 thereunder, agreeing to a cease and desist order and a $375,000 penalty.

Stakeholder Impact

• Shareholders: Will have their Common Shares acquired by the Purchaser as part of the Arrangement, providing a liquidity event.
• Oaktree Funds: Will exchange their Series B-1 Preferred Stock and vote their Common Shares in favor of the Arrangement, facilitating their exit or restructuring of their investment in SunOpta.
• Regulatory Authorities: The SEC settlement reinforces the importance of timely and accurate beneficial ownership reporting.

Next Steps

• Completion of the court-approved statutory arrangement for the acquisition of SunOpta Inc. by Pegasus BidCo B.V. and 2786694 Alberta Ltd.
• Exchange of Series B-1 Preferred Stock into Common Shares in accordance with the plan of arrangement.

Key Dates

Recommendation

The filing details a definitive acquisition agreement for SunOpta Inc., with major shareholder Oaktree and company management committing to support the transaction. For a seasoned investor, this implies the stock price will likely converge to the agreed-upon acquisition price, making a "hold" recommendation appropriate for existing shareholders awaiting deal completion. New investors might find limited arbitrage opportunities unless the acquisition price offers a significant premium not yet reflected in the market. The SEC settlement, while a negative for Oaktree, does not directly impact SunOpta's acquisition prospects.

Keywords

SunOpta Inc., Oaktree Capital Management, Pegasus BidCo B.V., Acquisition, Schedule 13D/A, SEC settlement, Beneficial ownership, Voting agreement, Corporate governance, Merger, Food and beverage industry