Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Mallinckrodt plc
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
G5890A102
(CUSIP Number)
August 27, 2024
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed :
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in 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).
CUSIP No. G5890A102 | SCHEDULE 13G | Page 2 of 19 Pages |
1 | NAMES OF REPORTING PERSON
Marathon Asset Management GP, L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||
6 | SHARED VOTING POWER
1,727,805 | |||
7 | SOLE DISPOSITIVE POWER
0 | |||
8 | SHARED DISPOSITIVE POWER
1,727,805 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,727,805 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.8% | |||||
12 | TYPE OF REPORTING PERSON
OO |
CUSIP No. G5890A102 | SCHEDULE 13G | Page 3 of 19 Pages |
1 | NAMES OF REPORTING PERSON
Marathon Asset Management, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||
6 | SHARED VOTING POWER
1,727,805 | |||
7 | SOLE DISPOSITIVE POWER
0 | |||
8 | SHARED DISPOSITIVE POWER
1,727,805 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,727,805 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.8% | |||||
12 | TYPE OF REPORTING PERSON
PN |
CUSIP No. G5890A102 | SCHEDULE 13G | Page 4 of 19 Pages |
1 | NAMES OF REPORTING PERSON
Internationale Kapitalanlagegesellschaft mbH Acting for SDF 2 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||
6 | SHARED VOTING POWER
0 | |||
7 | SOLE DISPOSITIVE POWER
0 | |||
8 | SHARED DISPOSITIVE POWER
0 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% | |||||
12 | TYPE OF REPORTING PERSON
OO |
CUSIP No. G5890A102 | SCHEDULE 13G | Page 5 of 19 Pages |
1 | NAMES OF REPORTING PERSON
Marathon Blue Grass Credit Fund, LP | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||
6 | SHARED VOTING POWER
1,727,805 | |||
7 | SOLE DISPOSITIVE POWER
0 | |||
8 | SHARED DISPOSITIVE POWER
1,727,805 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,727,805 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.8% | |||||
12 | TYPE OF REPORTING PERSON
PN |
CUSIP No. G5890A102 | SCHEDULE 13G | Page 6 of 19 Pages |
1 | NAMES OF REPORTING PERSON
Marathon Centre Street Partnership, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||
6 | SHARED VOTING POWER
1,727,805 | |||
7 | SOLE DISPOSITIVE POWER
0 | |||
8 | SHARED DISPOSITIVE POWER
1,727,805 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,727,805 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.8% | |||||
12 | TYPE OF REPORTING PERSON
PN |
CUSIP No. G5890A102 | SCHEDULE 13G | Page 7 of 19 Pages |
1 | NAMES OF REPORTING PERSON
Marathon CLO V Ltd. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||
6 | SHARED VOTING POWER
0 | |||
7 | SOLE DISPOSITIVE POWER
0 | |||
8 | SHARED DISPOSITIVE POWER
0 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% | |||||
12 | TYPE OF REPORTING PERSON
OO |
CUSIP No. G5890A102 | SCHEDULE 13G | Page 8 of 19 Pages |
1 | NAMES OF REPORTING PERSON
Marathon CLO VII Ltd. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||
6 | SHARED VOTING POWER
0 | |||
7 | SOLE DISPOSITIVE POWER
0 | |||
8 | SHARED DISPOSITIVE POWER
0 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% | |||||
12 | TYPE OF REPORTING PERSON
OO |
CUSIP No. G5890A102 | SCHEDULE 13G | Page 9 of 19 Pages |
1 | NAMES OF REPORTING PERSON
Marathon Distressed Credit Master Fund | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Ireland |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||
6 | SHARED VOTING POWER
0 | |||
7 | SOLE DISPOSITIVE POWER
0 | |||
8 | SHARED DISPOSITIVE POWER
0 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% | |||||
12 | TYPE OF REPORTING PERSON
OO |
CUSIP No. G5890A102 | SCHEDULE 13G | Page 10 of 19 Pages |
1 | NAMES OF REPORTING PERSON
Marathon StepStone Master Fund LP | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||
6 | SHARED VOTING POWER
1,727,805 | |||
7 | SOLE DISPOSITIVE POWER
0 | |||
8 | SHARED DISPOSITIVE POWER
1,727,805 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,727,805 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.8% | |||||
12 | TYPE OF REPORTING PERSON
PN |
CUSIP No. G5890A102 | SCHEDULE 13G | Page 11 of 19 Pages |
1 | NAMES OF REPORTING PERSON
MCSP Sub LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||
6 | SHARED VOTING POWER
1,727,805 | |||
7 | SOLE DISPOSITIVE POWER
0 | |||
8 | SHARED DISPOSITIVE POWER
1,727,805 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,727,805 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.8% | |||||
12 | TYPE OF REPORTING PERSON
OO |
CUSIP No. G5890A102 | SCHEDULE 13G | Page 12 of 19 Pages |
1 | NAMES OF REPORTING PERSON
Quaestio Alternative Funds S.C.A., SICAV-FIS: CMAB - SIF - Credit Multi Asset Pool B | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||
6 | SHARED VOTING POWER
0 | |||
7 | SOLE DISPOSITIVE POWER
0 | |||
8 | SHARED DISPOSITIVE POWER
0 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% | |||||
12 | TYPE OF REPORTING PERSON
OO |
CUSIP No. G5890A102 | SCHEDULE 13G | Page 13 of 19 Pages |
1 | NAMES OF REPORTING PERSON
TRS Credit Fund, LP | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||
6 | SHARED VOTING POWER
1,727,805 | |||
7 | SOLE DISPOSITIVE POWER
0 | |||
8 | SHARED DISPOSITIVE POWER
1,727,805 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,727,805 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.8% | |||||
12 | TYPE OF REPORTING PERSON
PN |
CUSIP No. G5890A102 | SCHEDULE 13G | Page 14 of 19 Pages |
1 | NAMES OF REPORTING PERSON
Marathon Mornington Fund, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||
6 | SHARED VOTING POWER
0 | |||
7 | SOLE DISPOSITIVE POWER
0 | |||
8 | SHARED DISPOSITIVE POWER
0 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% | |||||
12 | TYPE OF REPORTING PERSON
PN |
CUSIP No. G5890A102 | SCHEDULE 13G | Page 15 of 19 Pages |
1 | NAMES OF REPORTING PERSON
Marathon Pacesetter High-Yield Fund, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||
6 | SHARED VOTING POWER
0 | |||
7 | SOLE DISPOSITIVE POWER
0 | |||
2007;8 | SHARED DISPOSITIVE POWER
0 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% | |||||
12 | TYPE OF REPORTING PERSON
PN |
CUSIP No. G5890A102 | SCHEDULE 13G | Page 16 of 19 Pages |
1 | NAMES OF REPORTING PERSON
MDCF II Investment Fund A SCSp | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||
6 | SHARED VOTING POWER
1,727,805 | |||
7 | SOLE DISPOSITIVE POWER
0 | |||
8 | SHARED DISPOSITIVE POWER
1,727,805 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,727,805 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.8% | |||||
12 | TYPE OF REPORTING PERSON
PN |
CUSIP No. G5890A102 | SCHEDULE 13G | Page 17 of 19 Pag es |
1 | NAMES OF REPORTING PERSON
Marathon Distressed Credit Fund, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||
6 | SHARED VOTING POWER
1,727,805 | |||
7 | SOLE DISPOSITIVE POWER
0 | |||
8 | SHARED DISPOSITIVE POWER
1,727,805 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,727,805 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.8% | |||||
12 | TYPE OF REPORTING PERSON
PN |
CUSIP No. G5890A102 | SCHEDULE 13G | Page 18 of 19 Pages |
1 | NAMES OF REPORTING PERSON
Bruce Richards | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||
6 | SHARED VOTING POWER
1,727,805 | |||
7 | SOLE DISPOSITIVE POWER
0 | |||
8 | SHARED DISPOSITIVE POWER
1,727,805 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,727,805 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.8% | |||||
12 | TYPE OF REPORTING PERSON
IN |
CUSIP No. G5890A102 | SCHEDULE 13G | Page 19 of 19 Pages |
1 | NAMES OF REPORTING PERSON
Louis Hanover | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||
6 | SHARED VOTING POWER
1,727,805 | |||
7 | SOLE DISPOSITIVE POWER
0 | |||
8 | SHARED DISPOSITIVE POWER
1,727,805 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,727,805 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.8% | |||||
12 | TYPE OF REPORTING PERSON
IN |
Item 1(a). | Name of Issuer: |
Mallinckrodt plc
Item 1(b). | Address of Issuers Principal Executive Offices: |
College Business & Technology Park, Cruiserath,
Blanchardstown, Dublin 15, Ireland
Item 2(a). | Name of Person Filing: |
This statement is filed by:
(i) | Marathon Asset Management GP, L.L.C., a Delaware limited liability company (Marathon GP), the general partner of Marathon Asset Management, L.P.; |
(ii) | Marathon Asset Management, L.P., a Delaware limited partnership (Marathon); |
(iii) | Internationale Kapitalanlagegesellschaft mbH Acting for SDF 2, a German Kapitalanlagegesellschaft mit beschränkter Haftung (INKA); |
(iv) | Marathon Blue Grass Credit Fund, LP, a Delaware limited partnership (BGCF); |
(v) | Marathon Centre Street Partnership, L.P., a Delaware limited partnership (CSP); |
(vi) | Marathon CLO V Ltd., a Cayman Islands limited liability company (CLO V); |
(vii) | Marathon CLO VII Ltd., a Cayman Islands limited liability company (CLO VII); |
(viii) | Marathon Distressed Credit Master Fund, an Irish Collective Asset Management Vehicle (MDCF); |
(ix) | Marathon StepStone Master Fund LP, a Cayman Islands limited partnership (StepStone); |
(x) | MCSP Sub LLC, a Delaware limited liability company (Empire); |
(xi) | Quaestio Alternative Funds S.C.A., SICAV-FIS: CMAB - SIF - Credit Multi Asset Pool B, a Luxembourg Société dInvestissement à Capital Variable (Quaestio); |
(xii) | TRS Credit Fund, LP, a Delaware limited partnership (TRS); |
(xiii) | Marathon Mornington Fund, L.P., a Delaware limited partnership (Mornington); |
(xiv) | Marathon Pacesetter High-Yield Fund, L.P., a Delaware limited partnership (Pacesetter), |
(xv) | MDCF II Investment Fund A SCSp, a Luxembourg special limited partnership (MDCF II); |
(xvi) | Marathon Distressed Credit Fund, L.P., a Delaware limited partnership (MDCF LP and together with INKA, BGCF, CSP, CLO V, CLO VII, MDCF, StepStone, Empire, Quaestio, TRS, Mornington, Pacesetter and MDCF II, the Marathon Funds); |
(xvii) | Bruce Richards, a managing member of Marathon GP; and |
(xviii) | Louis Hanover, a managing member of Marathon GP. |
Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of information by another Reporting Person. A Joint Filing Agreement among the Reporting Persons is attached hereto as Exhibit 99.1.
Marathon, pursuant to certain investment management agreements and in its capacity as the investment manager of each of the Marathon Funds, has the sole power to vote and the sole power to direct the disposition of all Ordinary shares, par value $0.01 per share, held by the Marathon Funds. Accordingly, for the purposes of Section 240.13d-3 of the Exchange Act, Marathon may be deemed to beneficially own the shares of Class A Common Stock held by the Marathon Funds. The general partner of Marathon is Marathon Asset Management GP, L.L.C. Bruce Richards and Louis Hanover are the managing members of Marathon Asset Management GP, L.L.C. This report shall not be deemed an admission that Marathon, each Marathon Fund or any other person is the beneficial owner of the securities reported herein for purposes of Section 13 of the Exchange Act or for any other purpose.
Item 2(b). | Address of Principal Business Office or, if none, Residence: |
The principal business and principal office address of the Reporting Persons is c/o Marathon Asset Management, L.P., 1 Bryant Park, 38th Floor, New York, NY 10036.
Item 2(c). | Citizenship: |
Marathon GP, Marathon, BGCF, CSP, Empire, TRS, Mornington, Pacesetter and MDCF LP are organized under the laws of the State of Delaware. INKA is organized under the laws of Germany. CLO V, CLO VII and StepStone are organized under the laws of the Cayman Islands. MDCF is organized under the laws of Ireland. Quaestio and MDCF II are organized under the laws of Luxembourg. Mr. Richards and Mr. Hanover are citizens of the United States.
Item 2(d). | Titles of Classes of Securities: |
Ordinary shares, par value $0.01 per share
Item 2(e). | CUSIP Number: |
G5890A102
Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n): |
Not applicable.
Item 4. | Ownership |
The information requested by this paragraph is incorporated herein by reference to the cover page to this Schedule 13G. The ownership information presented herein represents beneficial ownership of ordinary shares of the Issuer as of the date hereof, based upon 19,696,335 ordinary shares outstanding as of August 2, 2024, based on the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2024.
Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
Item 9. | Notice of Dissolution of Group. |
Not applicable.
Item 10. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATED: August 27, 2024
MARATHON ASSET MANAGEMENT GP, L.L.C. | ||
By: | /s/ Jamie Raboy | |
Name: | Jamie Raboy | |
Title: | Authorized Signatory | |
MARATHON ASSET MANAGEMENT, L.P. | ||
By: Marathon Asset Management, GP, L.L.C., its general partner | ||
By: | /s/ Jamie Raboy | |
Name: | Jamie Raboy | |
Title: | Authorized Signatory | |
INTERNATIONALE KAPITALANLAGEGESELLSCHAFT MBH ACTING FOR SDF 2 | ||
By: | /s/ Jamie Raboy | |
Marathon Asset Management L.P., solely in its capacity as Investment Manager | ||
Name: | Jamie Raboy | |
Title: | Authorized Signatory | |
MARATHON BLUE GRASS CREDIT FUND, LP | ||
By: | /s/ Jamie Raboy | |
Marathon Asset Management L.P., solely in its capacity as Investment Manager | ||
Name: | Jamie Raboy | |
Title: | Authorized Signatory | |
MARATHON CENTRE STREET PARTNERSHIP, L.P. | ||
By: | /s/ Jamie Raboy | |
Marathon Asset Management L.P., solely in its capacity as Investment Manager | ||
Name: | Jamie Raboy | |
Title: | Authorized Signatory |
MARATHON CLO V LTD. | ||
By: | /s/ Jamie Raboy | |
Marathon Asset Management L.P., solely in its c apacity as Investment Manager | ||
Name: | Jamie Raboy | |
Title: | Authorized Signatory | |
MARATHON CLO VII LTD. | ||
By: | /s/ Jamie Raboy | |
Marathon Asset Management L.P., solely in its capacity as Investment Manager | ||
Name: | Jamie Raboy | |
Title: | Authorized Signatory | |
MARATHON DISTRESSED CREDIT MASTER FUND | ||
By: | /s/ Jamie Raboy | |
Marathon Asset Management L.P., solely in its capacity as Investment Manager | ||
Name: | Jamie Raboy | |
Title: | Authorized Signatory | |
MARATHON STEPSTONE MASTER FUND LP | ||
By: | /s/ Jamie Raboy | |
Marathon Asset Management L.P., solely in its capacity as Investment Manager | ||
Name: | Jamie Raboy | |
Title: | Authorized Signatory | |
MCSP SUB LLC | ||
By: | /s/ Jamie Raboy | |
Marathon Asset Management L.P., solely in its capacity as Investment Manager | ||
Name: | Jamie Raboy | |
Title: | Authorized Signatory | |
QUAESTIO ALTERNATIVE FUNDS S.C.A., SICAV-FIS: CMAB - SIF - CREDIT MULTI ASSET POOL B | ||
By: | /s/ Jamie Raboy | |
Marathon Asset Management L.P., solely in its capacity as Investment Manager | ||
Name: | Jamie Raboy | |
Title: | Authorized Signatory |
TRS CREDIT FUND, LP | ||
By: | /s/ Jamie Raboy | |
Marathon Asset Management L.P., solely in its capacity as Investment Manager | ||
Name: | Jamie Raboy | |
Title: | Authorized Signatory | |
MARATHON MORNINGTON FUND, L.P. | ||
By: | /s/ Jamie Raboy | |
Marathon Asset Management L.P., solely in its capacity as Investment Manager | ||
Name: | Jamie Raboy | |
Title: | Authorized Signatory | |
MARATHON PACESETTER HIGH-YIELD FUND, L.P. | ||
By: | /s/ Jamie Raboy | |
Marathon Asset Management L.P., solely in its capacity as Investment Manager | ||
Name: | Jamie Raboy | |
Title: | Authorized Signatory | |
MDCF II INVESTMENT FUND A SCSP | ||
By: | /s/ Jamie Raboy | |
Marathon Asset Management L.P., solely in its capacity as Investment Manager | ||
Name: | Jamie Raboy | |
Title: | Authorized Signatory | |
MARATHON DISTRESSED CREDIT FUND, L.P. | ||
By: | /s/ Jamie Raboy | |
Marathon Asset Management L.P., solely in its capacity as Investment Manager | ||
Name: | Jamie Raboy | |
Title: | Authorized Signatory | |
BRUCE RICHARDS | ||
/s/ Bruce Richards | ||
LOUIS HANOVER | ||
/s/ Louis Hanover |