Sec Form 13D Filing - Abu Dhabi Investment Authority filing for Overland AdvantageOverland Advantage - 2024-04-30

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On September 21, 2023, Platinum Falcon entered into a subscripti on agreement, as amended and restated on April 19, 2024 (the “Subscription Agreement”) with the Issuer.  Pursuant to the Subscription Agreement, Platinum Falcon has agreed to purchase Common Shares of the Issuer (a “Drawdown”) each time the Issuer delivers a notice (a “Drawdown Notice”) to Platinum Falcon in an aggregate amount equal to $1,250,000,000 (the “Commitment”).  Pursuant to the Subscription Agreement, Drawdown Notices will be delivered to Platinum Falcon at least 10 days prior to the date on which Platinum Falcon is obligated to purchase shares (the “Drawdown Date”).  At the earlier of (i) the quotation or listing of the Issuer’s Common Shares on a national securities exchange (including through an initial public offering) or a sale of all or substantially all of the assets of the Issuer to, or a merger or other liquidity transaction with, an entity in which the Issuer’s shareholders receive shares of a publicly traded company that continues to be managed by Overland Advisors, LLC, the investment adviser of the Issuer (the “Adviser”) or an affiliate thereof (an “Exchange Listing”), and (ii) the five-year anniversary of the date on which shareholders are required to fund their initial Drawdown, Platinum Falcon will be released from further obligation to fund Drawdowns and purchase additional Common Shares, with certain exceptions detailed in the Subscription Agreement.

On April 23, 2024, the Issuer delivered a Drawdown Notice to Platinum Falcon to purchase 4,957,718.24 Common Shares at a per share price of $25, for an aggregate purchase price $123,942,956 and with a Drawdown Date of May 7, 2024 (the “First Purchase Date”).

Pursuant to the Subscription Agreement, prior to an Exchange Listing, Platinum Falcon may not sell, offer for sale, exchange, transfer, assign, pledge, hypothecate or otherwise dispose of (each, a “Transfer”) any of its Common Shares unless (i) the Issuer provides prior written consent to any such Transfer, which consent shall not be unreasonably withheld, conditioned or delayed if such Transfer is to an affiliate of Platinum Falcon, (ii) any such Transfer is made in accordance with applicable securities laws and (iii) the Transfer is otherwise in compliance with certain legal, eligibility and suitability requirements detailed in the Subscription Agreement.  Further, pursuant to the Subscription Agreement, Platinum Falcon agreed not to enter into a swap, structured note or other derivative instrument, the return from which is based in whole or in part, directly or indirectly, on the return with respect to the Issuer or its Common Shares or any participation or sub-participation agreement with a counterparty or counterparties (each, a “Counterparty”) such that the Counterparty would be deemed to be: (1) a beneficial owner of Common Shares for purposes of the Investment Company Act of 1940 (the “Investment Company Act”); (2) the beneficial owner of Common Shares for purposes of the Commodity Exchange Act, as amended, or the rules of the Commodity Futures Trading Commission; (3) an offeree or purchaser of Common Shares for purposes of the Securities Act of 1933, as amended; (4) a client of the Adviser for purposes of the Advisers Act, (5) a purchaser of Common Shares for purposes of the Exchange Act (including, without limitation the anti-fraud rules thereunder); or (6) a holder of Common Shares who is an investor in a Plan (as defined in the Subscription Agreement).

The foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Subscription Agreement, the form of which is incorporated by reference as Exhibit 99.2 and is incorporated herein by reference.

On September 21, 2023, Platinum Falcon entered into a voting trust agreement (the “Voting Trust Agreement”) with Delaware Trust Company (the “Trustee”) and Glass, Lewis & Co., LLC (the “Voting Consultant”).  Pursuant to the Voting Trust Agreement, (i) Platinum Falcon irrevocably transferred and assigned its voting and consent rights with respect to the Common Shares beneficially owned by it and additional Common Shares of which it becomes the beneficial owner during the term of the Voting Trust Agreement in excess of 4.9% of the outstanding Common Shares of the Issuer (such Common Shares of the Issuer in excess of 4.9% of the outstanding Common Shares of the Issuer, the “Subject Shares”) to the Trustee and (ii) the Voting Consultant agreed to analyze any matters requiring the owner of the Subject Shares to vote or consent in its capacity as an equity holder and to provide a recommendation to the Trustee of how to vote or consent with respect to such voting or consent matters.  The Trustee is obligated to act in accordance with the voting or consent recommendation made by the Voting Consultant and will not provide a vote or consent on behalf of Platinum Falcon if the Voting Consultant fails to provide a voting or consent recommendation to the Trustee on or prior to the deadline for submission of such vote or consent.

Pursuant to the Voting Trust Agreement, Platinum Falcon retains the right to sell or otherwise transfer the Subject Shares at any time in its sole discretion, subject to any transfer restrictions contained in the governing documents of the Issuer and under applicable law.  Upon the transfer by Platinum Falcon of any Subject Shares to an unaffiliated third-party, such shares shall no longer be subject to the Voting Trust Agreement.  The Voting Trust Agreement may be terminated (i) at the option of Platinum Falcon with 10 business days prior written notice to the Trustee and Voting Consultant, upon July 1 or December 31 of any year, (ii) at the option of Platinum Falcon, upon Platinum Falcon owning less than 5% of the outstanding Common Shares of the Issuer, (iii) in connection with certain transfers of Common Shares by Platinum Falcon and (iv) upon 10 business days written notice delivered by Platinum Falcon to the Trustee and Voting Consultant following the failure to agree to the renewal or extension of the term for the Trustee or Voting Consultant.

The foregoing description of the Voting Trust Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting Trust Agreement, which is filed as Exhibits 99.3 and is incorporated herein by reference.

Further, in exchange for entering into the Subscription Agreement and its Commitment pursuant to the Subscription Agreement, Platinum Falcon received a membership interest in Overland Advisors Participation Holdings, LLC (“Overland Participation Holdings”), which shall entitle Platinum Falcon to participate in certain accruals and distributions of profit from the Adviser.

The Reporting Persons continuously assess the Issuer’s business, financial condition, results of operations and prospects, general economic conditions, other developments and additional investment opportunities. Depending on such assessments, and any applicable trading restrictions, the Reporting Persons and/or their affiliates may acquire additional securities of the Issuer or may determine to sell or redeem or otherwise dispose of all or some of the Issuer’s securities. Such actions will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices, the financial condition, results of operations and prospects of the Issuer, alternative investment opportunities, general economic, financial market and industry conditions and other factors that the Reporting Persons and/or their affiliates may deem material to their investment decision.

Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Common Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management of the Issuer and/or the Issuer’s Board of Trustees (the “Board”), engaging in discussions with other shareholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capitalization, Board composition or operations of the Issuer or changing their intention with respect to any and all matters referred to in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Except as set forth herein, the Reporting Persons do not have present plans or proposals at this time that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

On September 21, 2023, Platinum Falcon entered into a letter agreement with the Adviser, and for limited purposes, Centerbridge Partners, L.P., as amended and restated on April 19, 2024 (the “Letter Agreement”), pursuant to which Platinum Falcon received, among other things, certain rights and representations related to the Common Shares and the governance of the Issuer, including: (i) consent by the Adviser to any transfer of Common Shares by Platinum Falcon to certain affiliates, provided that such transfer complies with certain requirements, limitations and conditions, (ii) subject to certain limitations and conditions, a commitment by the Adviser to use its reasonable best efforts to permit Platinum Falcon to transfer all or some of its Common Shares to a third-party to avoid certain adverse tax consequences, (iii) a commitment from the Adviser that Platinum Falcon will have a period of at least 10 business days in which to fund any Drawdown, (iv) a requirement that the Adviser may not terminate the Investment Advisory Agreement with the Issuer (except if necessary to comply with any applicable law or regulatory requirements) without the prior written consent of Platinum Falcon, which consent shall not be unreasonably withheld or delayed, (v) a commitment by the Adviser that the Adviser will not enter into a sub-advisory agreement without the prior written consent of the Issuer’s shareholders required to approve a sub-advisory agreement under the Investment Company Act, (vi) a confirmation from the Adviser that for so long as Platinum Falcon holds 50% or more of the voting securities of the Issuer, the Adviser will use commercially reasonable efforts to invest substantially all of the Issuer’s investable assets in investments that are expected to produce income that is expected to be entitled to the portfolio interest exemption under the Internal Revenue Code, subject to a de minimis exemption, (vii) a commitment by the Adviser that for so long as Platinum Falcon or its affiliates hold more than 5% of the voting securities of the Issuer, the Adviser shall maintain a compliance program containing policies and procedures adopted in accordance with the Investment Company Act, designed to prevent the Issuer from entering into prohibited transactions with its close affiliates and remote affiliates under the Investment Company Act, (viii) an agreement from the Adviser that neither Platinum Falcon nor any of its affiliates will be obligated to accept any distributions in kind in connection with Platinum Falcon’s investment in the Issuer and that if the Adviser intends to distribute securities in kind to or for the account of Platinum Falcon, it will use commercially reasonable efforts to inform Platinum Falcon at least 10 business days before the intended distribution date and, at the request and expense of Platinum Falcon, will use commercially reasonable efforts to assist Platinum Falcon in holding or selling such securities on Platinum Falcon’s behalf, (ix) an agreement by the Adviser that the Adviser will not recommend to the Board that the Board approve any reclassification of Platinum Falcon’s issued and outstanding Common Shares without Platinum Falcon’s consent, and (x) certain information rights regarding meetings of the Board.

Additional Letter Agreement

On September 21, 2023, Platinum Falcon entered into an additional letter agreement among the Adviser, Overland Advisors Holdings, LLC, Overland Participation Holdings, and for limited purposes, Centerbridge Partners, L.P. as amended on April 19, 2024 (the “Additional Letter Agreement”).  Pursuant to the Additional Letter Agreement, Platinum Falcon agreed not to transfer the Common Shares issued upon the funding of its Commitment (the “Original BDC Shares”), except for (i) transfers made in accordance with the governing documents of the Issuer, (ii) transfers with the prior written consent of the Adviser and the Issuer (which may be given or withheld in their sole discretion), or (iii) transfers made in accordance with the Additional Letter Agreement. Following a listing of the Common Shares of the Issuer on a U.S. national securities exchange (a “Listing”), the foregoing restrictions under the Additional Letter Agreement will no longer apply.

Platinum Falcon, pursuant to the Additional Letter Agreement, will be permitted to transfer all or a portion of its Original BDC Shares to affiliates that are directly or indirectly wholly owned by the Government of the Emirate of Abu Dhabi (“Permitted Affiliates”), provided that any such Permitted Affiliate agrees to the same obligations as Platinum Falcon under the governing documents of the Issuer and the Additional Letter Agreement, and, in the case that Platinum Falcon transfers all of its Original BDC Shares to such Permitted Affiliate, the Permitted Affiliate agrees to assume such obligations of Platinum Falcon.  Following the five-year anniversary of the date of the Additional Letter Agreement or if in the reasonable opinion of Platinum Falcon compliance with relevant legal or regulatory restrictions resulting from Platinum Falcon’s ownership of 5% or more of the Common Shares would cause a material and adverse legal, regulatory, tax or other similar consequence (a “Material Adverse Effect”) for Platinum Falcon, Platinum Falcon may transfer its Original BDC Shares to (a) up to three institutional investors in one or more privately negotiated transactions or (b) solely in the case of a Material Adverse Effect, to one or more institutional investors in order to cure the Material Adverse Effect, provided that such institutional investors agree to be subject to the transfer restrictions of the Additional Letter Agreement (an “Institutional Investor Transfer”).  In connection with an Institutional Investor Transfer, the Adviser agreed to use its commercially reasonable efforts, subject to applicable law, to find institutional investor purchasers for such Original BDC Shares, provided that the Adviser will not be obligated to do so more than once in any 12-month period or in any 12-month period following the closing of any Institutional Investor Transfer.

If a Listing has not occurred prior to the seven-year anniversary of the initial Drawdown of the Issuer (the “Liquidity Event Date”), the Adviser agreed in the Additional Letter Agreement to use commercially reasonable efforts, in a manner consistent with its duties to the Issuer, to cause the implementation of a liquidity event for the Issuer, in particular (i) consummating a Listing, (ii) commencing a general or limited issuer tender offer program in which each shareholder of the Issuer is given the opportunity to tender Common Shares at a per share price based on the Issuer’s net asset value or other applicable measurement (a “Tender Offer Program”), and/or (iii) winding down the Issuer.  In the event that the Issuer elects to implement a Tender Offer Program in the form of a limited Tender Offer Program, the Adviser will use commercially reasonable efforts, in a manner consistent with its duties to the Issuer, to provide that such Tender Offer Program be for 5% of the Issuer’s issued and outstanding shares per quarter.  Further, starting on the Liquidity Event Date, Platinum Falcon will be permitted to transfer its Original BDC Shares to the Issuer in connection with any Tender Offer Program.  Following the 10-year anniversary of the date of the Additional Letter Agreement, Platinum Falcon will be permitted to transfer its Original BDC Shares in each calendar quarter to (a) the Issuer in any periodic tender offer or otherwise, or (b) to any third-party reasonably acceptable to the Adviser and the Issuer.

The Voting Trust Agreement is filed as Exhibit 99.3 and is incorporated herein by reference.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated as of April 30, 2024

	By:	/s/ Mubarak Awad Qanazel AlAmeri
	Name:	Mubarak Awad Qanazel AlAmeri
	Title:	Authorized Signatory

Name	Business Address	Present Principal Occupation	Citizenship
H.H. Sheikh Hamed bin Zayed Al Nahyan	211 Corniche, PO Box 3600, Abu Dhabi, UAE	Managing Director and Investment Committee Member	United Arab Emirates
H.H. Sheikh Mohammed bin Khalifa bin Zayed Al Nahyan	211 Corniche, PO Box 3600, Abu Dhabi, UAE	Investment Committee Member	United Arab Emirates
H.E. Khalil Mohammed Sharif Foulathi	211 Corniche, PO Box 3600, Abu Dhabi, UAE	Investment Committee Member	United Arab Emirates
Majed Salem Khalifa Rashed Alromaithi	211 Corniche, PO Box 3600, Abu Dhabi, UAE	Investment Committee Member	United Arab Emirates
Khalifa Matar Khalifa Saif Almheiri	211 Corniche, PO Box 3600, Abu Dhabi, UAE	Investment Committee Member	United Arab Emirates
Hamad Shahwan Surour Shahwan Aldhaheri	211 Corniche, PO Box 3600, Abu Dhabi, UAE	Investment Committee Member	United Arab Emirates
Dhaen Mohamed Al Hameli	211 Corniche, PO Box 3600, Abu Dhabi, UAE	Investment Committee Member	United Arab Emirates
Nasser Shotait Al Ketbi	211 Corniche, PO Box 3600, Abu Dhabi, UAE	Investment Committee Member	United Arab Emirates
Mohamed Rashid Al Mheiri	211 Corniche, PO Box 3600, Abu Dhabi, UAE	Investment Committee Member	United Arab Emirates
Juma Khamis Al Khyeli	211 Corniche, PO Box 3600, Abu Dhabi, UAE	Investment Committee Member	United Arab Emirates

Name	Business Address	Present Principal Occupation	Citizenship
Sultan Ahmed Abdulla Alawi Al Junaibi	211 Corniche, PO Box 3600, Abu Dhabi, UAE	Director	United Arab Emirates
Mubarak Awad Qanazel Khniban AlAmeri	211 Corniche, PO Box 3600, Abu Dhabi, UAE	Director	United Arab Emirates
Hamad Shahwan Surour Shahwan AlDhaheri	211 Corniche, PO Box 3600, Abu Dhabi, UAE	Director	United Arab Emirates
Saif Surour Omair Maaded AlMashghouni	211 Corniche, PO Box 3600, Abu Dhabi, UAE	Director	United Arab Emirates
Mohamed Fahed Mohamed Abdulla AlMazrouei	211 Corniche, PO Box 3600, Abu Dhabi, UAE	Director	United Arab Emirates
Ahmed Salem Abdulla Melaih AlNeyadi	211 Corniche, PO Box 3600, Abu Dhabi, UAE	Director	United Arab Emirates
Rawdha Abdulrahman Abdulla Sultan AlRumaithi	211 Corniche, PO Box 3600, Abu Dhabi, UAE	Director	United Arab Emirates
Ahmed Masaood Ahmed AlMasaood AlMehairbi	211 Corniche, PO Box 3600, Abu Dhabi, UAE	Director	United Arab Emirates

Name	Business Address	Present Principal Occupation	Citizenship
Sultan Ahmed Abdulla Alawi Al Junaibi	211 Corniche, PO Box 3600, Abu Dhabi, UAE	Director	United Arab Emirates
Mubarak Awad Qanazel Khniban AlAmeri	211 Corniche, PO Box 3600, Abu Dhabi, UAE	Director	United Arab Emirates
Hamad Shahwan Surour Shahwan AlDhaheri	211 Corniche, PO Box 3600, Abu Dhabi, UAE	Director	United Arab Emirates
Saif Surour Omair Maaded AlMashghouni	211 Corniche, PO Box 3600, Abu Dhabi, UAE	Director	United Arab Emirates
Mohamed Fahed Mohamed Abdulla AlMazrouei	211 Corniche, PO Box 3600, Abu Dhabi, UAE	Director	United Arab Emirates
Ahmed Salem Abdulla Melaih AlNeyadi	211 Corniche, PO Box 3600, Abu Dhabi, UAE	Director	United Arab Emirates
Rawdha Abdulrahman Abdulla Sultan AlRumaithi	211 Corniche, PO Box 3600, Abu Dhabi, UAE	Director	United Arab Emirates
Ahmed Masaood Ahmed AlMasaood AlMehairbi	211 Corniche, PO Box 3600, Abu Dhabi, UAE	Director	United Arab Emirates

Exhibit 99.3

Platinum Falcon B 20 18 RSC Limited
Level 26, Al Khatem Tower Abu Dhabi Global Market Square Al Maryah Island Abu Dhabi, United Arab Emirates
Attention:	Private Equities Department
Telephone:	+971-2-415-0000
Email:	This email address is being protected from spambots. You need JavaScript enabled to view it. This email address is being protected from spambots. You need JavaScript enabled to view it.
if to the Trustee:
Delaware Trust Company
251 Little Falls Drive Wilmington, Delaware 19808
Attention:	Trust Administration
Telephone:	877-374-6010
Email:	This email address is being protected from spambots. You need JavaScript enabled to view it.
if to the Voting Consultant:
Glass, Lewis & Co., LLC
255 California Street, Suite 1100 San Francisco, California 94111
Attention:	Carroll Cooke
Telephone:	917-655-3333 (mobile) 212-797-3669 (office)
Email:	This email address is being protected from spambots. You need JavaScript enabled to view it.

		Platinum Falcon B 2018 RSC Limited, as Purchaser
		By:	/s/ Mohamed Fahed AlMazrouei
		Name:	Mohamed Fahed AlMazrouei
< /td>		Title:	Director
		By:	/s/ Mubarak AlAmeri
		Name:	Mubarak AlAmeri
		Title:	Director
		Delaware Trust Company, as Trustee
		By:	/s/ Gregory Daniels
		Name:	Gregory Daniels
		Title:	Vice President
		Glass, Lewis & Co., LLC, as Voting Consultant
		By:	/s/ Dan Concannon
		Name:	Dan Concannon
		Title:	Chief Commercial Officer