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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
TORM PLC
(Name of Issuer)
Class A common shares, par value $0.01 per share
(Title of Class of Securities)
G89479102
(CUSIP Number)
Todd E. Molz
Managing Director, General Counsel and Chief Administrative Officer
Oaktree Capital Group Holdings GP, LLC
333 S. Grand Avenue, 28th Floor
Los Angeles, California 90071
(213) 830-6300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 9, 2020
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s 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. G89479102
|
SCHEDULE 13D
|
Page 2 of 18
|
1
|
NAME OF REPORTING PERSON
OCM NJORD HOLDINGS S.À R.L.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
53,252,767
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
53,252,767
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,252,767
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.2% (1)
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
(1) This percentage is based on 74,748,248 Shares outstanding as of December 31, 2019, as reported by the Issuer on its Annual Report on Form 20-F filed with the United States Securities Exchange Commission (the “SEC”)
on March 11, 2020 (the “Form 20-F”).
CUSIP No. G89479102
|
SCHEDULE 13D
|
Page 3 of 18
|
1
|
NAME OF REPORTING PERSON
OCM LUXEMBOURG OPPS IX S.À R.L
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
53,252,767 (1)
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
53,252,767 (1)
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,252,767 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.2%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
(1) Solely in its capacity as the majority shareholder of OCM Njord Holdings S.à r.l.
CUSIP No. G89479102
|
SCHEDULE 13D
|
Page 4 of 18
|
1
|
NAME OF REPORTING PERSON
OAKTREE OPPORTUNITIES FUND IX, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
53,252,767 (1)
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
53,252,767 (1)
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,252,767 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.2%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
(1) Solely in its capacity as the majority shareholder of OCM Luxembourg OPPS IX S.à r.l.
CUSIP No. G89479102
|
SCHEDULE 13D
|
Page 5 of 18
|
1
|
NAME OF REPORTING PERSON
OAKTREE OPPORTUNITIES FUND IX GP, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
53,252,767 (1)
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
53,252,767 (1)
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,252,767 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.2%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
(1) Solely in its capacity as the general partner of Oaktree Opportunities Fund IX, L.P.
CUSIP No. G89479102
|
SCHEDULE 13D
|
Page 6 of 18
|
1
|
NAME OF REPORTING PERSON
OAKTREE OPPORTUNITIES FUND IX GP, LTD.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
53,252,767 (1)
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
53,252,767 (1)
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,252,767 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED B
Y AMOUNT IN ROW (11)
71.2%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
(1) Solely in its capacity as the general partner of Oaktree Opportunities Fund IX GP, L.P.
CUSIP No. G89479102
|
SCHEDULE 13D
|
Page 7 of 18
|
1
|
NAME OF REPORTING PERSON
OAKTREE CAPITAL MANAGEMENT, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
53,252,767 (1)
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
53,252,767 (1)
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,252,767 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.2%
|
|
14
|
TYPE OF REPORTING PERSON
IA
|
|
(1) Solely in its capacity as the sole director of Oaktree Opportunities Fund IX GP, Ltd.
CUSIP No. G89479102
|
SCHEDULE 13D
|
Page 8 of 18
|
1
|
NAME OF REPORTING PERSON
OAKTREE CAPITAL MANAGEMENT GP, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
53,252,767 (1)
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
53,252,767 (1)
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,252,767 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.2%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
(1) Solely in its capacity as the general partner of Oaktree Capital Management, L.P.
CUSIP No. G89479102
|
SCHEDULE 13D
|
Page 9 of 18
|
1
|
NAME OF REPORTING PERSON
ATLAS OCM HOLDINGS LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
53,252,767 (1)
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
53,252,767 (1)
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,252,767 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.2%
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
(1) Solely in its capacity as the sole managing member of Oaktree Capital Management GP, LLC.
CUSIP No. G89479102
|
SCHEDULE 13D
|
Page 10 of 18
|
1
|
NAME OF REPORTING PERSON
OAKTREE CAPITAL GROUP, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
53,252,767 (1)
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
53,252,767 (1)
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,252,767 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.2%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
(1) Solely in its capacity as the managing member of Atlas OCM Holdings LLC.
CUSIP No. G89479102
|
SCHEDULE 13D
|
Page 11 of 18
|
1
|
NAME OF REPORTING PERSON
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
53,252,767 (1)
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
53,252,767 (1)
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,252,767 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.2%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
(1) Solely in its capacity as the indirect owner of the class B units of each of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC.
CUSIP No. G89479102
|
SCHEDULE 13D
|
Page 12 of 18
|
1
|
NAME OF REPORTING PERSON
BROOKFIELD ASSET MANAGEMENT INC.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
53,252,767 (1)
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
53,252,767 (1)
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,252,767 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.2%
|
|
14
|
TYPE OF REPORTING PERSON
HC
|
|
(1) Solely in its capacity as the indirect owner of the class A units of each of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC.
CUSIP No. G89479102
|
SCHEDULE 13D
|
Page 13 of 18
|
1
|
NAME OF REPORTING PERSON
PARTNERS LIMITED
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
53,252,767 (1)
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
53,252,767 (1)
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,252,767 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.2%
|
|
14
|
TYPE OF REPORTING PERSON
HC
|
|
(1) Solely in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield Asset Management, Inc.
CUSIP No. G89479102
|
SCHEDULE 13D
|
Page 14 of 18
|
Item 1. Security and Issuer
This fifth amendmen
t to Schedule 13D (this “Schedule 13D”), amending amendment 4 to Schedule 13D filed on June 17, 2020 (the “Previous
13D/A”), relates to the Class A common shares, par value $0.01 per share (the “Shares”) of TORM plc (the “Issuer”), a foreign private issuer as defined in Rule 3b-4 of the Act, with principal executive offices at Birchin Court, 20 Birchin
Lane, London, EC3V 9DU, United Kingdom.
Item 2. Identity and Background
(a) - (c), (f) This Schedule 13D is filed as a joint statement pursuant to Rule 13d-1(k) under the Act by each of the following persons
(collectively, the “Reporting Persons”):
i) OCM Njord Holdings S.à r.l. (“Njord Luxco”), a Société à responsabilité limitée incorporated in Luxembourg, whose principal business is to hold the Shares reported herein;
ii) OCM Luxembourg OPPS IX S.à r.l. (“OPPS IX”), a a Société à responsabilité limitée incorporated in Luxembourg, whose principal business is to act as a shareholder or holding vehicle for certain investments
from time to time;
iii) Oaktree Opportunities Fund IX, L.P. (“Fund IX”), a Cayman
Islands exempted limited partnership whose principal business is to make investments in accordance with its established purpose and other applicable terms of its limited partnership agreement;
iv) Oaktree Opportunities Fund IX GP, L.P. (“Fund IX GP LP”), a
Cayman Islands exempted limited partnership whose principal business is to serve as, and perform the functions of, general partner of Fund IX;
v) Oaktree Opportunities Fund IX GP, Ltd. (“Fund IX GP Ltd”), a
Cayman Islands exempted company whose principal business is to serve as, and perform the functions of, general partner of Fund IX GP LP;
vi) Oaktree Capital Management, L.P. (“Management”), a Delaware
limited partnership and a registered investment adviser under the Investment Advisers Act of 1940, as amended, whose principal business is to provide investment advisory services to certain investment funds and accounts, including Fund IX;
vii) Oaktree Capital Management GP LLC (“Management GP”), a Delaware
limited liability company, whose principal business is to serve as, and perform the functions of, general partner of Management;
viii) Atlas OCM Holdings LLC (“Atlas”), a Delaware limited
liability, whose principal business is to serve as, and perform the functions of, the manager of Management GP;
ix) Oaktree Capital Group, LLC (“OCG”), a Delaware limited liability
company whose principal business is to act as the holding company and controlling entity of each of the general partner and investment adviser of certain investment funds and separately managed accounts, including Atlas; and
x) Oaktree Capital Group Holdings GP, LLC (“OCGH”), a Delaware
limited liability company whose principal business is to serve as, and perform the functions of, the indirect owner of the class B units of each of OCG and Atlas.
xi) Brookfield Asset Management Inc. (“BAM”), a Canadian corporation, in its capacity as the indirect owner of the class A units of each of
OCG and Atlas; and
xii) Partners Limited (“Partners”), a Canadian corporation, in its capacity as the sole owner of Class B Limited Voting Shares of BAM.
The Reporting Persons have previously entered into a joint filing agreement, dated as of March 27, 2020.
CUSIP No. G89479102
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SCHEDULE 13D
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Page 15 of 18
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Set forth in the attached Annex A is a listing of the directors, executive officers, members and general partners, as applicable,
of each Reporting Person (collectively, the “Covered Persons”), and Annex A is incorporated by reference into this Item 2. Each of the Covered Persons that is a natural
person is a United States citizen.
The principal business address of each of Njord Luxco and OPPS IX is 26A Boulevard Royal, L-2449 Luxembourg, Grand-Duchy of
Luxembourg. The principal business address of the remaining Reporting Persons and Covered Persons is c/o Oaktree Capital Group Holdings GP, LLC, 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071.
(d) and (e) During the last five years, none of the Reporting Persons and, to the best of their knowledge, none of the Covered Persons: (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The response to Item 4 of this Schedule 13D and Item 3 of the Previous 13D/A are incorporated by reference herein.
Between the filing of the previous Schedule 13D/A and this Report, the Reporting Persons acquired 1,447,842 Shares in open market transactions for general investment
purposes, consisting of 302,615 Shares on August 26, 2020 at a price of $48.65, 14,891 Shares on September 7, 2020 at a price of $41.40, 99,557 Shares on September 8, 2020 at a price of $41.92, 345,993 Shares on September 9, 2020 at a price
of $42.01, 10,089 Shares on September 10, 2020 at a price of $41.91 and 674,697 Shares on September 11, 2020 at a price of $43.99. The source of the funds for the Shares acquired was cash on hand.
Item 4. Purpose of Transaction
The response to Item 4 from the Previous 13D/A and Item 3 to this Schedule 13D are incorporated by reference herein.
Item 5. Interest in Securities of the Issuer
(a, b) The information contained on the cover pages of this Schedule 13D is incorporated herein by reference. Ownership percentages set forth in this Schedule 13D are
based on a total of 74,748,248 Shares outstanding as of December 31, 2019, as reported by the Issuer on its Annual Report on Form 20-F filed with the SEC on March 11, 2020. As of the date hereof, each of the Reporting Persons may be deemed
the beneficial owner of 53,252,767 Shares, which represents approximately 71.2% of the total outstanding Shares.
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons, other than Njord Luxco,
Oaktree Opportunities Fund IX, L.P. and Oaktree Opportunities Fund VIIIb Delaware, L.P., that it is the beneficial owner of any of the Shares for the purposes of Section 13(d) of the Act, or for any other purpose, and, except to the extent
of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person, other than such entities.
(c) The response to Item 4 of this Schedule 13D is incorporated by reference herein. Except as described
herein, no transactions in the Shares have been effected by the Reporting Persons within the past 60 days.
(d) This Item 5(d) is not applicable.
(e) This Item 5(e) is not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The response to Item 4 of this Schedule 13D is incorporated by reference herein.
CUSIP No. G89479102
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SCHEDULE 13D
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Page 16 of 18
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Item 7. Material to be Filed as Exhibits.
Exhibit A: Joint Filing Agreement*
Exhibit B: Form of Subscription Form*
Exhibit C: Form of Subscription and Backstop Undertaking*
Exhibit D: Form of Shareholder Lock-Up Agreement*
___________________________
* Previously filed
CUSIP No. G89479102
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SCHEDULE 13D
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Page 17 of 18
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SIGNATURE
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.
|
OCM NJORD HOLDINGS S.À R.L.
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|
|
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|
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|
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By:
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/s/ Frederik Grysolle
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Name:
|
Frederik Grysolle
|
|
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Title:
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Manager
|
|
|
|
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|
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By:
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/s/ Hugo Froment
|
|
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Name:
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Hugo Froment
|
|
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Title:
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Manager
|
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OCM LUXEMBOURG OPPS IX S.À R.L.
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By:
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/s/ Martin Eckel
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Name:
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Martin Eckel
|
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Title:
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Manager
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By:
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/s/ Hugo Froment
|
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Name:
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Hugo Froment
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Title:
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Manager
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OAKTREE OPPORTUNITIES FUND IX, L.P.
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By:
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Oaktree Opportunities Fund IX GP, L.P.
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Its:
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General Partner
|
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By:
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Oaktree Opportunities Fund IX GP, Ltd.
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|
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Its:
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General Partner
|
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By:
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Oaktree Capital Management, L.P.
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|
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Its:
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Director
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By:
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/s/ Jordan Mikes
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Name:
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Jordan Mikes
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Title:
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Senior Vice President
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OAKTREE OPPORTUNITIES FUND IX GP, L.P.
|
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By:
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Oaktree Opportunities Fund IX GP, Ltd.
|
|
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Its:
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General Partner
|
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By:
|
Oaktree Capital Management, L.P.
|
|
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Its:
|
Director
|
|
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By:
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/s/ Jordan Mikes
|
|
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Name:
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Jordan Mikes
|
|
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Title:
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Senior Vice President
|
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CUSIP No. G89479102
|
SCHEDULE 13D
|
Page 18 of 18
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|
OAKTREE OPPORTUNITIES FUND IX GP, LTD.
|
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By:
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Oaktree Capital Management, L.P.
|
|
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Its:
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Director
|
|
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|
|
|
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By:
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/s/ Jordan Mikes
|
|
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Name:
|
Jordan Mikes
|
|
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Title:
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Senior Vice President
|
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OAKTREE CAPITAL MANAGEMENT, L.P.
|
|
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By:
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/s/ Jordan Mikes
|
|
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Name:
|
Jordan Mikes
|
|
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Title:
|
Senior Vice President
|
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OAKTREE CAPITAL MANAGEMENT GP, LLC
|
|
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By:
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/s/ Jordan Mikes
|
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Name:
|
Jordan Mikes
|
|
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Title:
|
Senior Vice President
|
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|
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|
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ATLAS OCM HOLDINGS, LLC
|
|||
By:
|
Oaktree New Holdings, LLC
|
||
Its:
|
Member
|
||
By:
|
/s/ Jordan Mikes
|
||
Name:
|
Jordan Mikes
|
||
Title:
|
Senior Vice President
|
||
|
OAKTREE CAPITAL GROUP, LLC
|
|
|
|
|
|
|
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By:
|
/s/ Jordan Mikes
|
|
|
Name:
|
Jordan Mikes
|
|
|
Title:
|
Senior Vice President
|
|
|
|
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|
|
|
|
|
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OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
|
|
|
|
|
|
|
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By:
|
/s/ Jordan Mikes
|
|
|
Name:
|
Jordan Mikes
|
|
|
Title:
|
Senior Vice President
|
|
BROOKFIELD ASSET MANAGEMENT INC.
|
|||
By:
|
/s/ Jessica Diab
|
||
Name:
|
Jessica Diab
|
||
Title:
|
Vice President, Legal & Regulatory
|
||
PARTNERS LIMITED
|
|||
By:
|
/s/ Brian Lawson
|
||
Name:
|
Brian Lawson
|
||
Title:
|
Director and President
|
September 11, 2020
ANNEX A
Each of the individuals identified in this Annex A disclaim beneficial ownership over the Shares reported
herein.
OCM Njord Holdings S.à r.l.
The majority shareholder of OCM Njord Holdings S.à r.l. is OCM Luxembourg OPPS IX S.à r.l.
OCM Luxembourg OPPS IX S.à r.l.
The majority shareholder of OCM Luxembourg OPPS IX S.à r.l. is Oaktree Opportunities Fund IX, L.P.
Oaktree Opportunities Fund IX, L.P.
The general partner of Oaktree Opportunities Fund IX, L.P. is Oaktree Opportunities Fund IX GP, L.P.
Oaktree Opportunities Fund IX GP, Ltd.
The sole director of Oaktree Opportunities Fund IX GP, Ltd. is Oaktree Capital Management, L.P.
Oaktree Capital Management, L.P.
The general partner of Oaktree Capital Management, L.P. is Oaktree Capital Management GP, LLC.
Oaktree Capital Management GP, LLC
The general partner of Oaktree Capital Management GP, LLC is Atlas OCM Holdings, LLC.
Atlas OCM Holdings, LLC
The name and principal occupation of each of the directors and executive officers of Atlas OCM Holdings, LLC are listed below.
Name
|
Principal Occupation
|
|
Howard S. Marks
|
Co-Chairman and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Co-Chairman of Oaktree Capital Management, L.P.
|
|
Bruce A. Karsh
|
Co-Chairman, Chief Investment Officer and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Co-Chairman and Chief Investment Officer of Oaktree Capital Management, L.P.
|
|
Jay S. Wintrob
|
Chief Executive Officer and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Chief Executive Officer of Oaktree Capital Management, L.P.
|
|
John B. Frank
|
Vice Chairman and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Vice Chairman of Oaktree Capital Management, L.P.
|
|
Sheldon M. Stone
|
Principal and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Principal of Oaktree Capital Management, L.P.
|
Justin Beber
|
Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, Managing Partner, and Head of Corporate Strategy and Chief Legal Officer for Brookfield Asset Management Inc.
|
|
Bruce Flatt
|
Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Chief Executive Officer of Brookfield Asset Management Inc.
|
|
D. Richard Masson
|
Owner and general manager of Golden Age Farm, LLC
|
|
Marna C. Whittington
|
Retired
|
|
Steven J. Gilbert
|
Founder and Chairman of the Board of Gilbert Global Equity Partners, L.P.
|
Oaktree Capital Group, LLC
The name and principal occupation of each of the directors and executive officers of Oaktree Capital Group, LLC are listed below.
Name
|
Principal Occupation
|
|
Howard S. Marks
|
Co-Chairman and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Co-Chairman of Oaktree Capital Management, L.P.
|
|
Bruce A. Karsh
|
Co-Chairman, Chief Investment Officer and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Co-Chairman and Chief Investment Officer of Oaktree Capital Management, L.P.
|
|
Jay S. Wintrob
|
Chief Executive Officer and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Chief Executive Officer of Oaktree Capital Management, L.P.
|
|
John B. Frank
|
Vice Chairman and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Vice Chairman of Oaktree Capital Management, L.P.
|
|
Sheldon M. Stone
|
Principal and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Principal of Oaktree Capital Management, L.P.
|
|
Justin Beber
|
Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, Managing Partner, and Head of Corporate Strategy and Chief Legal Officer for Brookfield Asset Management Inc.
|
|
Bruce Flatt
|
Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Chief Executive Officer of Brookfield Asset Management Inc.
|
|
D. Richard Masson
|
Owner and general manager of Golden Age Farm, LLC
|
|
Marna C. Whittington
|
Retired
|
|
Steven J. Gilbert
|
Founder and Chairman of the Board of Gilbert Global Equity Partners, L.P.
|
|
Daniel D. Levin
|
Chief Financial Officer of Oaktree Capital Group, LLC and Chief Financial Officer of Oaktree Capital Management, L.P.
|
|
Todd E. Molz
|
General Counsel, Chief Administrative Officer and Secretary of Oaktree Capital Group, LLC and General Counsel and Chief Administrative Officer of Oaktree Capital Management, L.P.
|
Oaktree Capital Group Holdings GP, LLC
Oaktree Capital Group Holdings GP, LLC is managed by an executive committee. The name and principal occupation of each of the members of the
executive committee of Oaktree Capital Group Holdings GP, LLC and its executive officers are listed below.
Name
|
Principal Occupation
|
|
Howard S. Marks
|
Co-Chairman and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Co-Chairman of Oaktree Capital Management, L.P.
|
|
Bruce A. Karsh
|
Co-Chairman, Chief Investment Officer and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Co-Chairman and Chief Investment Officer of Oaktree Capital Management, L.P.
|
|
Jay S. Wintrob
|
Chief Executive Officer and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Chief Executive Officer of Oaktree Capital Management, L.P.
|
|
John B. Frank
|
Vice Chairman and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Vice Chairman of Oaktree Capital Management, L.P.
|
|
Sheldon M. Stone
|
Principal and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Principal of Oaktree Capital Management, L.P.
|
Brookfield Asset Management Inc.
The name, principal occupation, address and citizenship of each of the directors and executive officers of Brookfield Asset Management Inc. are
listed below.
Name and Position of
Officer or Director
|
Principal
Business Address
|
Principal Occupation
or Employment
|
Citizenship
|
||||
M. Elyse Allan, Director
|
181 Bay Street, Suite 210, Toronto, Ontario M5J 2T3, Canada
|
Corporate Director
|
U.S.A. and Canada
|
||||
Jeffrey M. Blidner, Vice Chair and Director
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Vice Chair of Brookfield
|
Canada
|
||||
Angela F. Braly, Director
|
832 Alverna Drive, Indianapolis, Indiana 46260 U.S.A.
|
Corporate Director
|
U.S.A.
|
||||
Jack L. Cockwell, Director
|
51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada
|
Chair of Brookfield Partners Foundation
|
Canada
|
||||
Marcel R. Coutu, Director
|
c/o Suite 1210 225 - 6th Ave. S.W., Calgary, Alberta T2P 1N2
|
Corporate Director
|
Canada
|
||||
Murilo Ferreira, Director
|
Rua General Venãncio Flores, 50 Cob 01, Leblon Rio de Janeiro, RJ 22441-090
|
Former Chief Executive Officer of Vale SA
|
Brazil
|
||||
J. Bruce Flatt, Director and Managing Partner and Chief Executive Officer
|
One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K.
|
Managing Partner and Chief Executive Officer of Brookfield
|
Canada
|
||||
Maureen Kempston Darkes, Director
|
10 Avoca Avenue, Unit 1904, Toronto, Ontario M4T 2B7
|
Corporate Director
|
Canada
|
||||
Brian W. Kingston, Managing Partner, Chief Executive Officer Real Estate
|
250 Vesey Street, 15th Floor, New York, NY 10281-1023 U.S.A.
|
Managing Partner, Chief Executive Officer Real Estate of Brookfield
|
Canada
|
Brian D. Lawson, Vice Chair and Director
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Vice Chair of Brookfield
|
Canada
|
||||
Cyrus Madon, Managing Partner, Chief Executive Officer Private Equity
|
181 Bay Street, Suite300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner, Chief Executive Officer Private Equity of Brookfield
|
Canada
|
||||
Frank J. McKenna, Director
|
TDCT Tower
161 Bay Street, 35th Floor
Toronto, Ontario
M5J 2T2, Canada
|
Chair of Brookfield and Deputy Chair of TD Bank Group, Wholesale
|
Canada
|
||||
Rafael Miranda, Director
|
C/Santiago de Compostela 100 28035 Madrid, Spain
|
Corporate Director
|
Spain
|
||||
Janice Fukakusa, Director
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Corporate Director
|
Canada
|
||||
Lord Augustine Thomas O’Donnell, Director
|
Frontier Economics, 71 High Holborn, London U.K. WC1V 6DA
|
Chairman of Frontier Economics Limited
|
United Kingdom
|
||||
Lori Pearson, Managing Partner and Chief Operating Officer
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner and Chief Operating Officer of Brookfield
|
Canada
|
||||
Samuel J.B. Pollock, Managing Partner, Chief Executive Officer Infrastructure
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner, Chief Executive Officer Infrastructure of Brookfield
|
Canada
|
||||
Seek Ngee Huat, Director
|
501 Orchard Road, #08 - 01 Wheelock Place, Singapore 238880
|
Chairman, Global Logistic Properties
|
Singapore
|
||||
Sachin G. Shah, Managing Partner, Chief Executive Officer Renewable Power
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner, Chief Executive Officer Renewable Power of Brookfield
|
Canada
|
||||
Diana L. Taylor, Director
|
c/o Bloomberg, Philanthropies, 25 East 78th Street, New York, N.Y. 10075
|
Corporate Director
|
U.S.A. and Canada
|
||||
Justin Beber, Managing Partner, Head of Corporate Strategy and Chief Legal Officer
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner, Head of Corporate Strategy and Chief Legal Officer of Brookfield
|
Canada
|
||||
Howard S. Marks, Director
|
c/o Oaktree Capital Management, L.P., 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071
|
Co-Chairman, Oaktree Capital Management
|
U.S.A
|
||||
Nicholas H. Goodman, Managing Partner and Chief Financial Officer
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner and Chief Financial Officer of Brookfield
|
United Kingdom
|
||||
Craig Noble, Managing Partner, Chief Executive Officer Alternative Investments
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner, Chief Executive Officer Alternative Investments of Brookfield
|
Canada
|
Partners Limited
The name, principal occupation, address and citizenship of each of the directors and executive officers of Partners Limited are listed
below.
Name and Position of
Officer or Director
|
Principal
Business Address
|
Principal Occupation
or Employment
|
Citizenship
|
||||
Jack L. Cockwell, Director and Chairman of the Board
|
51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada
|
Chairman of Brookfield Partners Foundation
|
Canada
|
||||
Brian W. Kingston, Director
|
250 Vesey Street, 15th Floor, New York, NY 10281-1023 U.S.A.
|
Managing Partner, Chief Executive Real Estate of Brookfield
|
Canada
|
||||
Brian D. Lawson, Director and President
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Vice Chair of Brookfield
|
Canada
|
||||
Cyrus Madon, Director
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner, Chief Executive Officer Private Equity of Brookfield
|
Canada
|
||||
Timothy R. Price, Director
|
51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada
|
Corporate Director
|
Canada
|
||||
Samuel J.B. Pollock, Director
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner, Chief Executive Officer Infrastructure of Brookfield
|
Canada
|
||||
Sachin G. Shah, Director
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner, Chief Executive Officer Renewable Power of Brookfield
|
Canada
|
||||
Lisa Chu, Treasurer
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Senior Vice President - Finance of Brookfield
|
Canada
|
||||
Lorretta Corso, Secretary
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Administrator, Corporate Secretary of Brookfield
|
Canada
|
||||
Tim Wang, Assistant Secretary
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Manager, Capital Markets and Treasury of Brookfield
|
Canada
|