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 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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) |
June 7, 2023 |
(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 disclosures provided in a prior cover page.
The information required on 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 19 |
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
53,812,988 |
8 |
SHARED VOTING POWER
0 | |
9 |
SOLE DISPOSITIVE POWER
53,812,988 | |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,812,988 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.4% (1) |
|
14 |
TYPE OF REPORTING PERSON
OO |
(1) | This percentage is based on 84,868,541 Shares outstanding as of June 7, 2023, as disclosed by the Issuer in a press release dated June 7, 2023. |
CUSIP No. G89479102 | SCHEDULE 13D | Page 3 of 19 |
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
53,812,988 |
8 |
SHARED VOTING POWER
0 | |
9 |
SOLE DISPOSITIVE POWER
53,812,988 | |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,812,988 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.4% (1) |
|
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 19 |
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
53,812,988 |
8 |
SHARED VOTING POWER
0 | |
9 |
SOLE DISPOSITIVE POWER
53,812,988 | |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,812,988 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.4% (1) |
|
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 19 |
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
53,812,988 |
8 |
SHARED VOTING POWER
0 | |
9 |
SOLE DISPOSITIVE POWER
53,812,988 | |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,812,988 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.4% (1) |
|
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 19 |
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 |
tr> |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
53,812,988 |
8 |
SHARED VOTING POWER
0 | |
9 |
SOLE DISPOSITIVE POWER
53,812,988 | |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,812,988 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.4% (1) |
|
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 19 |
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
53,812,988 |
8 |
SHARED VOTING POWER
0 | |
9 |
SOLE DISPOSITIVE POWER
53,812,988 | |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,812,988 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.4% (1) |
|
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 19 |
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
53,812,988 |
8 |
SHARED VOTING POWER
0 | |
9 |
SOLE DISPOSITIVE POWER
53,812,988 | |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,812,988 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.4% (1) |
|
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 19 |
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
53,812,988 |
8 |
SHARED VOTING POWER
0 | |
9 |
SOLE DISPOSITIVE POWER
53,812,988 | |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,812,988 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.4% (1) |
|
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 19 |
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
53,812,988 |
8 |
SHARED VOTING POWER
0 | |
9 |
SOLE DISPOSITIVE POWER
53,812,988 | |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,812,988 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.4% (1) |
|
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 19 |
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
53,812,988 |
8 |
SHARED VOTING POWER
0 | |
9 |
SOLE DISPOSITIVE POWER
53,812,988 | |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,812,988 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.4% (1) |
|
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 19 |
1 |
NAME OF REPORTING PERSON
BROOKFIELD CORPORATION |
|
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
53,812,988 |
8 |
SHARED VOTING POWER
0 | |
9 |
SOLE DISPOSITIVE POWER
53,812,988 | |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,812,988 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.4% (1) |
|
14 |
TYPE OF REPORTING PERSON
OO |
(1) | Solely in its capacity as the indirect owner of the class A units of each of Oaktree Capital Group, LLC. |
CUSIP No. G89479102 | SCHEDULE 13D | Page 13 of 19 |
1 |
NAME OF REPORTING PERSON
BROOKFIELD ASSET MANAGEMENT ULC. |
|
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
British Columbia, Canada |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
53,812,988 |
8 |
SHARED VOTING POWER
0 | |
9 |
SOLE DISPOSITIVE POWER
53,812,988 | |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,812,988 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.4% (1) |
|
14 |
TYPE OF REPORTING PERSON
OO |
(1) | Solely in its capacity as the indirect owner of the class A units of Atlas OCM Holdings, LLC. |
CUSIP No. G89479102 | SCHEDULE 13D | Page 14 of 19 |
1 |
NAME OF REPORTING PERSON
BAM PARTNERS TRUST |
|
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
53,812,988 |
8 |
SHARED VOTING POWER
0 | |
9 |
SOLE DISPOSITIVE POWER
53,812,988 | |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,812,988 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.4% (1) |
|
14 |
TYPE OF REPORTING PERSON
OO |
(1) | Solely in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield Corporation (f/k/a Brookfield Asset Management, Inc.). |
CUSIP No. G89479102 | SCHEDULE 13D | Page 15 of 19 |
Item 1. Security and Issuer
This seventh amendment to Schedule 13D (this “Schedule 13D”), amending amendment 6 to Schedule 13D filed on April 26, 2023 (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; |
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 Corporation (f/k/a Brookfield Asset Management Inc.), an Ontario corporation (“Brookfield”), in its capacity as the indirect owner of the class A units of each of OCG; in its capacity as such; |
xii) | Brookfield Asset Management ULC, a British Columbia corporation (“Brookfield ULC”), in its capacity as the indirect owner of class A units of Atlas OCM, in its capacity as such; and |
xiii) | BAM Partners Trust, a trust formed under the laws of Ontario (“BAM Partnership”), in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield. |
The Reporting Persons have previously entered into a joint filing agreement, dated as of March 27, 2020.
CUSIP No. G89479102 | SCHEDULE 13D | Page 16 of 19 |
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.
On December 9, 2022, Brookfield Corporation (f/k/a Brookfield Asset Management Inc.) completed a plan of arrangement pursuant to the Business Corporations Act (Ontario) (the “Arrangement”) pursuant to which, among other things, Brookfield's historical asset management business was transferred to Brookfield ULC. Following the Brookfield Arrangement, Brookfield ULC is deemed a beneficial owner of the shares directly or indirectly held by Atlas OCM Holdings, and accordingly, has been added as a reporting person in this Amendment No. 7. Annex A hereto sets forth the directors and officers of Brookfield ULC as of the date hereof. Brookfield Corporation is deemed a beneficial owner of the reported shares directly or indirectly held by OCG and Holdings, and as a result of its 75% interest in Brookfield ULC, Brookfield is also deemed a beneficial owner of the reported shares beneficially owned by Brookfield ULC. Set forth in the attached Annex A is a listing of the directors, executive officers, investment managers, managers, members and general partners, as applicable, of each Reporting Person.
Item 3. Source and Amount of Funds or Other Consideration
The response to Item 3 from the Previous 13D/A are incorporated by reference herein.
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 84,868,541 Shares outstanding as of June 7, 2023, as disclosed by the Issuer in a press release dated June 7, 2023. As of the date hereof, each of the Reporting Persons may be deemed the beneficial owner of 53,812,988 Shares, which represents approximately 63.4% 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 | SCHEDULE 13D | Page 17 of 19 |
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 | SCHEDULE 13D | Page 18 of 19 |
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.
June 9, 2023
OCM NJORD HOLDINGS S.À R.L. | |||
By: | /s/ Frederik Grysolle | ||
Name: | Frederik Grysolle | ||
Title: | Manager | ||
By: | /s/ Hugo Froment | ||
Name: | Hugo Froment | ||
Title: | Manager and Aïcha Cisse, Manager | ||
OCM LUXEMBOURG OPPS IX S.À R.L. | |||
By: | /s/ Martin Eckel | ||
Name: | Martin Eckel | ||
Title: | Manager | ||
By: | /s/ Hugo Froment | ||
Name: | Hugo Froment | ||
Title: | Manager and Martin Eckel, Manager | ||
OAKTREE OPPORTUNITIES FUND IX, L.P. | |||
By: | Oaktree Opportunities Fund IX GP, L.P. | ||
Its: | General Partner | ||
By: | Oaktree Opportunities Fund IX GP, Ltd. | ||
Its: | General Partner | ||
By: | Oaktree Capital Management, L.P. | ||
Its: | Director | ||
By: | /s/ Henry Orren | ||
Name: | Henry Orren | ||
Title: | Senior Vice President | ||
OAKTREE OPPORTUNITIES FUND IX GP, L.P. | |||
By: | Oaktree Opportunities Fund IX GP, Ltd. | ||
Its: | General Partner | ||
By: | Oaktree Capital Management, L.P. | ||
Its: | Director | ||
By: | /s/ Henry Orren | ||
Name: | Henry Orren | ||
Title: | Senior Vice President | ||
CUSIP No. G89479102 | SCHEDULE 13D | Page 19 of 19 |
OAKTREE OPPORTUNITIES FUND IX GP, LTD. | |||
By: | Oaktree Capital Management, L.P. | ||
Its: | Director | ||
By: | /s/ Henry Orren | ||
Name: | Henry Orren | ||
Title: | Senior Vice President | ||
OAKTREE CAPITAL MANAGEMENT, L.P. | |||
By: | /s/ Henry Orren | ||
Name: | Henry Orren | ||
Title: | Senior Vice President | ||
OAKTREE CAPITAL MANAGEMENT GP, LLC | |||
By: | /s/ Henry Orren | ||
Name: | Henry Orren | ||
Title: | Senior Vice President | ||
ATLAS OCM HOLDINGS, LLC | |||
By: | Oaktree New Holdings, LLC | ||
Its: | Member | ||
By: | /s/ Henry Orren | ||
Name: | Henry Orren | ||
Title: | Senior Vice President | ||
OAKTREE CAPITAL GROUP, LLC | |||
By: | /s/ Henry Orren | ||
Name: | Henry Orren | ||
Title: | Senior Vice President | ||
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC | |||
By: | /s/ Henry Orren | ||
Name: | Henry Orren | ||
Title: | Senior Vice President | ||
BROOKFIELD CORPORATION | |||
By: | /s/ Swati Mandava | ||
Name: | Swati Mandava | ||
Title: | Managing Director, Legal & Regulatory | ||
BROOKFIELD ASSET MANAGEMENT ULC. | |||
By: | /s/ Kathy Sarpash | ||
Name: | Kathy Sarpash | ||
Title: | Managing Director, Legal & Regulatory | ||
BAM PARTNERS TRUST, by its trustee, BAM CLASS B PARTERS INC. | |||
By: | /s/ Kathy Sarpash | ||
Name: | Kathy Sarpash | ||
Title: | Secretary |
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 B. Beber | Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, Chief Administrative Officer and General Counsel for Brookfield Asset Management Ltd. | |
Bruce Flatt | Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, Chief Executive Officer of Brookfield Asset Management Ltd. and Brookfield Corporation . | |
Depelsha T. McGruder | Chief Operating Officer of the Ford Foundation. | |
Mansco Perry | Retired | |
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 B. Beber | Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, Chief Administrative Officer and General Counsel for Brookfield Asset Management Ltd. | |
Bruce Flatt | Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, Chief Executive Officer of Brookfield Asset Management Ltd. and Brookfield Corporation. | |
Depelsha T. McGruder | Chief Operating Officer of the Ford Foundation. | |
Mansco Perry |
Retired | |
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 Corporation
The name, principal occupation, address and citizenship of each of the directors and executive officers of Brookfield Corporation 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 100, Toronto, Ontario M5J 2T3, Canada | Corporate Director | U.S.A. and Canada | |||
Jeffrey M. Blidner, Director and Vice Chair |
181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada | Vice Chair, Brookfield Corporation | 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, Brookfield Partners Foundation | Canada | |||
Maureen Kempston Darkes, Director |
181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada | Corporate Director | Canada | |||
Janice Fukakusa, Director |
181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada | Corporate Director | Canada | |||
Bruce Flatt, Director and Officer |
181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada | Chief Executive Officer, Brookfield Asset Management Ltd. and Brookfield Corporation | Canada | |||
Brian D. Lawson, Director and Vice Chair |
181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada | Vice Chair, Brookfield Corporation | Canada | |||
Howard S. Marks, Director |
Oaktree Capital Management, L.P., 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071, U.S.A. | Co-Chairman, Oaktree Capital Management Inc. | U.S.A. | |||
The Honourable Frank J. McKenna, Director |
TDCT Tower 161 Bay Street, 35th Floor Toronto, Ontario M5J 2T2, Canada |
Chair of Brookfield Corporation and Deputy Chair of TD Bank Group, Wholesale | Canada | |||
Rafael Miranda, Director |
C/Santiago de Compostela 100 28035 Madrid, Spain | Corporate Director | Spain | |||
Lord Augustine Thomas O’Donnell, Director |
181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada | Corporate Director | Canada | |||
Hutham S. Olayan, Director |
250 Vesey Street, 15th Floor, New York, NY 10281-1023, U.S.A. | Chair of The Olayan Group | U.S.A. and Saudi Arabia | |||
Diana L. Taylor, Director |
c/o Bloomberg, Philanthropies, 25 East 78th Street, New York, N.Y. 10075 | Corporate Director | U.S.A. and Canada | |||
Nicholas H. Goodman, Managing Partner, President and Chief Financial Officer |
181 Bay Street, Suite 100 Toronto, Ontario M5J 2T3, Canada |
President and Chief Financial Officer, Brookfield Corporation | United Kingdom |
Brookfield Asset Management Ltd.
Name and Position of Officer or Director |
Principal Business Address |
Principal Occupation or Employment |
Citizenship | |||
Mark Carney, Director and Head of Transition Investing |
181 Bay Street, Suite 100 Toronto, Ontario M5J 2T3, Canada |
Chair of the Board and Head of Transition Investing | Canada | |||
Satish Rai, Director |
181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada | Corporate Director | Canada | |||
Marcel R. Coutu, Lead Independent Director |
181 Bay Street, Suite 100 Toronto, Ontario M5J 2T3, Canada |
Corporate Director | Canada | |||
Olivia (Liv) Garfield, Director |
One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K. | Chief Executive, Severn Trent PLC | United Kingdom | |||
Nili Gilbert, Director |
250 Vesey Street, 15th Floor, New York, NY 10281-1023, U.S.A. | Vice-Chair, Carbon Direct LLC | U.S.A | |||
Keith Johnson, Director |
250 Vesey Street, 15th Floor, New York, NY 10281-1023, U.S.A. | Senior Managing Director, Sequoia Heritage | U.S.A | |||
Diana Noble, Director |
One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K. | Founder, Krikos Partners | United Kingdom | |||
Bruce Flatt, Director, Chief Executive Officer |
181 Bay Street, Suite 100 Toronto, Ontario M5J 2T3, Canada |
Chief Executive Officer, Brookfield Asset Management and Brookfield Corporation | Canada | |||
Brian W. Kingston, Director, Chief Executive Officer of Real Estate |
250 Vesey Street, 15th Floor, New York, NY 10281-1023, U.S.A. | Chief Executive Officer of Real Estate | Canada | |||
Cyrus Madon, Director, Chief Executive Officer of Private Equity |
181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada | Chief Executive Officer of Private Equity | Canada | |||
Allison Kirkby, Director |
One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K. | Chief Executive Officer, Telia Company | United Kingdom | |||
Samuel J. B. Pollock, Director, Chief Executive Officer of Infrastructure |
181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada | Chief Executive Officer of Infrastructure | Canada | |||
Bahir Manios, Chief Financial Officer |
181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada | Chief Financial Officer | Canada | |||
Connor D. Teskey, President and Chief Executive Officer of Renewable Power & Transition |
One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K. | President and Chief Executive Officer of Renewable Power & Transition | Canada | |||
Craig W. A. Noble Chief Executive Officer of Alternative Investments |
181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada | Chief Executive Officer of Alternative Investments | Canada | |||
Justin B. Beber Chief Administrative Officer and General Counsel |
181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada | Chief Administrative Officer and General Counsel | Canada |
BAM Partners Trust
The name, principal occupation, address and citizenship of each of the directors and executive officers of BAM Partners Trust are listed below.
Name and Position of Officer or Director |
Principal Business Address |
Principal Occupation or Employment |
Citizenship | |||
Jack L. Cockwell, Director and Vice President |
51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada | Chair, Brookfield Partners Foundation | Canada | |||
Bruce Flatt, Director |
181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada | Chief Executive Officer, Brookfield Asset Management Ltd. and Brookfield Corporation | Canada | |||
Brian D. Lawson, Director and President |
181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada | Vice Chair, Brookfield | Canada | |||
Kathy Sarpash, Secretary |
181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada | Managing Director, Brookfield Asset Management Ltd. | Canada |