Oaktree sells 23.6M SunOpta (STKL) shares and interests at $6.50
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Oaktree-affiliated entities that were 10% owners of SunOpta Inc. reported fully exiting their position in connection with a completed plan of arrangement between SunOpta and 2786694 Alberta Ltd.
The entities sold 20,651,812 Common Shares at $6.50 per share and disposed of additional interests tied to SunOpta through cash-settled total return swaps referencing 4,404,034 and 871,170 common shares, as well as 2,932,453 Special Shares, Series 2 and 30,000 shares of Series B-1 Preferred Stock. Footnotes state that the Series B-1 Preferred Stock was exchanged into 12,178,666.40 Exchange Shares, which were then transferred to the Purchaser for $6.50 per share. After these transactions, the reporting Oaktree entities list 0 shares held.
Positive
- None.
Negative
- None.
Insights
Oaktree’s SunOpta exit is driven by a change-of-control transaction, not routine trading.
The filing shows Oaktree-related entities disposing of common, preferred, special shares and swaps tied to SunOpta as part of a completed plan of arrangement with 2786694 Alberta Ltd. This indicates their investment is being cashed out through a corporate transaction at $6.50 per share.
Because the exit is linked to an agreed arrangement price rather than market-timed selling, it functions more like a buyout closing than a discretionary sale. Subsequent company disclosures may provide fuller context on the overall transaction terms for other shareholders.
Insider Trade Summary
Net Seller: 23,614,267 shares ($134,236,778)
Net Sell
5 txns
Insider
Oaktree Capital Group Holdings GP, LLC, Oaktree Capital Holdings, LLC, Oaktree Huntington Investment Fund II, L.P., Oaktree Organics, L.P.
Role
null | null | null | null
Sold
23,614,267 shs ($134.24M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Series B-1 Preferred Stock | 30,000 | $0.00 | -- |
| Sale | Special Shares, Series 2 | 2,932,453 | $0.00 | -- |
| Sale | Cash-Settled Total Return Swap | 1 | $0.00 | -- |
| Sale | Cash-Settled Total Return Swap | 1 | $0.00 | -- |
| Sale | Common Shares | 20,651,812 | $6.50 | $134.24M |
Holdings After Transaction:
Series B-1 Preferred Stock — 0 shares (Indirect, See);
Special Shares, Series 2 — 0 shares (Indirect, See);
Cash-Settled Total Return Swap — 0 shares (Indirect, See);
Common Shares — 0 shares (Indirect, See)
Footnotes (1)
- The reported securities were disposed of in connection with the consummation of the plan of arrangement (the "Plan of Arrangement") of SunOpta Inc. (the "Issuer") and 2786694 Alberta Ltd. (the "Purchaser"). Oaktree Capital Holdings, LLC ("OCG") and Oaktree Capital Group Holdings GP, LLC ("OCGH GP"), in its capacity as the duly appointed manager of OCG, indirectly control each of the direct holders of the reported securities and, accordingly, may each be deemed to beneficially own the reported securities, but each of the reporting persons disclaims beneficial ownership except to the extent of its pecuniary interest therein. Represents 17,241,579 Common Shares held directly by Oaktree Organics, L.P. ("Oaktree Organics") and 3,410,233 Common Shares held directly by Oaktree Huntington Investment Fund II, L.P. ("OHIF"). Pursuant to the Plan of Arrangement, each issued and outstanding share of the Series B-1 Preferred Stock in the capital of SunOpta Foods, Inc. ("Series B-1 Preferred Stock"), a wholly-owned subsidiary of the Issuer was transferred to the Issuer in exchange for an aggregate of 12,178,666.40 Exchange Shares, calculated by multiplying the number of shares of Series B-1 Preferred Stock by 405.9555467 (being the exchange rate of the Series B-1 Preferred Stock contemplated by their terms), and the resulting Exchange Shares were transferred to Purchaser in exchange for a cash payment of $6.50 per share. The reported securities were directly held as follows: (i) 12,538.52 shares of Series B-1 Preferred Stock held by Oaktree Organics; (ii) 2,461.48 shares of Series B-1 Preferred Stock held by OHIF; and (iii) 15,000 shares of Series B-1 Preferred Stock held by OCG. Represents Special Shares, Series 2, directly held by Oaktree Organics, OHIF, and OCG, which pursuant to the Plan of Arrangement, were disposed of for no consideration. OHIF and Oaktree Special Situations Fund, L.P. (together, the "Trading Funds") were parties to certain cash-settled total return swaps with respect to the reported number of common shares of the Issuer (the "Cash-Settled Swaps"). Pursuant to their terms, upon termination of the Cash-Settled Swaps, the Trading Funds were obligated to pay to the counterparty any negative price performance of the terminated quantity of the Issuer's common shares, and the counterparty was obligated to pay the Trading Funds any positive price performance of the specified quantity of the Issuer's common shares. In connection with consummation of the Plan of Arrangement, the Cash-Settled Swaps were terminated pursuant to their terms. OCG is indirectly the general partner or manager of each of the Trading Funds.
Key Figures
Common Shares sold: 20,651,812 shares at $6.50
Total net shares/units disposed: 23,614,267 shares and equivalents
Exchange Shares consideration: 12,178,666.40 shares at $6.50
+3 more
6 metrics
Common Shares sold
20,651,812 shares at $6.50
Open-market sale reported on 2026-05-01
Total net shares/units disposed
23,614,267 shares and equivalents
Aggregate sellShares in transaction summary
Exchange Shares consideration
12,178,666.40 shares at $6.50
Cash paid for Exchange Shares under plan of arrangement
Series B-1 Preferred exchanged
30,000 shares
Converted using 405.9555467 exchange rate into Exchange Shares
Special Shares, Series 2 disposed
2,932,453 shares
Disposed for no consideration under plan of arrangement
Swap underlying common shares
4,404,034 and 871,170 shares
Underlying shares on terminated cash-settled total return swaps
Key Terms
Plan of Arrangement, Cash-Settled Total Return Swaps, Series B-1 Preferred Stock, Exchange Shares, +1 more
5 terms
Plan of Arrangement regulatory
"disposed of in connection with the consummation of the plan of arrangement"
A plan of arrangement is a formal, court-approved agreement that reorganizes ownership or assets of a company—such as merging businesses, exchanging shares for cash or other securities, or splitting off parts of the company. Investors should care because it can change the value, number, and rights of their holdings and is often binding once approved by both shareholders and a court, offering more legal certainty than a simple vote. Think of it as a legally supervised recipe for how a company will be reshaped and who ends up with what.
Cash-Settled Total Return Swaps financial
"were parties to certain cash-settled total return swaps with respect to the reported number"
Series B-1 Preferred Stock financial
"each issued and outstanding share of the Series B-1 Preferred Stock in the capital"
FAQ
What did the Oaktree entities report in this SunOpta (STKL) Form 4?
They reported disposing of all their SunOpta interests. This included selling 20,651,812 Common Shares at $6.50 per share and exiting related preferred, special share and swap positions as part of a completed plan of arrangement with 2786694 Alberta Ltd.
Did Oaktree fully exit its SunOpta (STKL) position in this transaction?
Yes. After the reported sales and derivative terminations, the Form 4 shows zero shares remaining. The entities disposed of common shares, Series B-1 Preferred Stock, Special Shares, Series 2, and cash-settled total return swaps tied to SunOpta as part of the arrangement.
What is the plan of arrangement mentioned in the SunOpta (STKL) filing?
The plan of arrangement is a transaction between SunOpta Inc. and 2786694 Alberta Ltd. Footnotes state the reported securities were disposed of in connection with consummation of this arrangement, including cash consideration of $6.50 per share for certain Exchange Shares.
How were the Series B-1 Preferred Stock holdings in SunOpta (STKL) treated?
Each Series B-1 Preferred share was exchanged into Exchange Shares using a 405.9555467 rate, totaling 12,178,666.40 Exchange Shares. These Exchange Shares were then transferred to the Purchaser for a cash payment of $6.50 per share under the plan of arrangement.
What happened to the cash-settled total return swaps linked to SunOpta (STKL)?
Funds associated with Oaktree held cash-settled total return swaps referencing SunOpta common shares. Footnotes explain these swaps were terminated pursuant to their terms in connection with consummation of the plan of arrangement, ending the derivative exposure.