COPPER PPTY CTL PASS THRU TR (CPPTL) SC 13GCopper Property CTL Pass Through Trust / Sixth Street Partners Management ownership change

Citizenship or Place of Organization.

Delaware

Citizenship or Place of Organization.

United States of America

3 Second Street, Suite 206 Jersey City, NJ 07311-4056 

This Schedule 13G is being filed jointly by Sixth Street Partners Management Company, L.P., a Delaware limited partnership (“Management Company”), and Alan Waxman (each a “Reporting Person” and, together, the “Reporting Persons”), pursuant to an Agreement of Joint Filing incorporated by reference herein in accordance with Rule 13d-1(k)(1) under the Act.

Management Company ultimately indirectly controls (i) Sixth Street Adjacent Opportunities GenPar, L.P., a Delaware limited partnership, which is the managing member of Nickel Opportunities Investments, LLC, a Delaware limited liability company (“Nickel Opps”), which directly holds 5,788,800 Trust Certificates of the Issuer; and (ii) Sixth Street Opportunities GenPar IV, L.P., a Delaware limited partnership, which is the managing member of Nickel IV Investments, LLC, a Delaware limited liability company (“Nickel IV”), which directly holds 568,150 Trust Certificates of the Issuer.

Mr. Waxman is the CEO and Managing Partner of TSSP Holdco Management, LLC, a Delaware limited liability company ("TSSP Holdco Management"). TSSP Holdco Management is managed by a board of directors, which is currently comprised of Mr. Waxman. TSSP Holdco Management manages Sixth Street Specialty Lending Advisers Holdings, LLC, a Delaware limited liability company ("Adviser Holdings"). The business and affairs of Sixth Street Specialty Lending Advisers, LLC, a Delaware limited liability company (“Adviser”), are managed by Adviser Holdings, the sole member of Adviser. Sixth Street Specialty Lending, Inc., a Delaware corporation ("SLX"), is managed by Adviser. SLX is the sole member of Sixth Street SL Holding, LLC ("SLX SL"), which directly holds 996,958 Trust Certificates.

Because (i) of the relationship between Mr. Waxman and Nickel Opps and Nickel IV, he may be deemed to beneficially own the Trust Certificates owned by Nickel Opps and Nickel IV; and (ii) Mr. Waxman is a member of the board of directors of TSSP Holdco Management, he may be deemed to beneficially own the Trust Certificates owned by SLX SL. Management Company is managed by its general partner, whose managing member is Alan Waxman. Because of Management Company’s relationship with Nickel Opps and Nickel IV, Management Company may be deemed to beneficially own the Trust Certificates owned by Nickel Opps and Nickel IV. Each of Management Company and Mr. Waxman disclaims beneficial ownership of the Trust Certificates except to the extent of their pecuniary interest therein.

The principal business address of Sixth Street Partners Management Company, L.P. is c/o Sixth Street Partners, LLC, 2100 McKinney Avenue, Suite 1500, Dallas, Texas 75201.

The principal business address of Alan Waxman is c/o Sixth Street Partners, LLC, Suite 3300, 345 California Street, San Francisco, CA 94104.

Sixth Street Partners Management Company, L.P. is a limited partnership organized under the laws of the State of Delaware.

Alan Waxman is a United States citizen.

Trust certificates, no par value (“Trust Certificates”)

217519107 

Sixth Street Partners Management Company, L.P. may be deemed the beneficial owner of 7,353,908 Trust Certificates.

Alan Waxman may be deemed the beneficial owner of 7,353,908 Trust Certificates.

The information set forth in Row 11 on the cover page for each of Sixth Street Partners Management Company, L.P. and Alan Waxman is hereby incorporated by reference into this Item 4(b) for each such person.

The information set forth in Rows 5 through 8 on the cover page for each of Sixth Street Partners Management Company, L.P. and Alan Waxman is hereby incorporated by reference into this Item 4(b) for each such person.