Sec Form 13G Filing - Oaktree Acquisition Holdings II L.P. filing for Alvotech (ALVO) - 2023-02-14

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting 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.

  Names of Reporting Persons

  Oaktree Acquisition Holdings II, L.P.

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Cayman Islands

Number of

Shares

  Beneficially  

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  10,916,667⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  10,916,667⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  10,916,667⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  4.31%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Represents (i) 6,250,000 ordinary shares and (ii) 4,666,667 ordinary shares issuable in connection with the exercise of private placement warrants to acquire ordinary shares on a one-for-one basis (“Warrants”).

Calculated based on (i) 248,649,505 ordinary shares outstanding as of July 14, 2022, as disclosed in the Issuer’s Form F-1/A filed September 14, 2022 and (ii) 4,666,667 ordinary shares issuable in connection with the exercise of the Warrants.

  Names of Reporting Persons

  Oaktree Acquisition Holdings II GP, Ltd.

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Cayman Islands

Number of

Shares

  Beneficially  

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  10,916,667⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  10,916,667⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  10,916,667⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  4.31%⁽²⁾

  Type of Reporting Person (See Instructions)

  CO

Represents (i) 6,250,000 ordinary shares and (ii) 4,666,667 ordinary shares issuable in connection with the exercise of the Warrants.

Calculated based on (i) 248,649,505 ordinary shares outstanding as of July 14, 2022, as disclosed in the Issuer’s Form F-1/A filed September 14, 2022 and (ii) 4,666,667 ordinary shares issuable in connection with the exercise of the Warrants.

  Names of Reporting Persons

  Oaktree Capital Management, L.P.

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

  Beneficially  

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  13,596,829 ⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  13,596,829 ⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  13,596,829 ⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  5.37%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Represents (i) 8,930,162 ordinary shares and (ii) 4,666,667 ordinary shares issuable in connection with the exercise of the Warrants.

Calculated based on (i) 248,649,505 ordinary shares outstanding as of July 14, 2022, as disclosed in the Issuer’s Form F-1/A filed September 14, 2022 and (ii) 4,666,667 ordinary shares issuable in connection with the exercise of the Warrants.

  Names of Reporting Persons

  Oaktree Capital Management GP, LLC

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

  Beneficially  

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  13,596,829 ⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  13,596,829 ⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  13,596,829 ⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  5.37%⁽²⁾

  Type of Reporting Person (See Instructions)

  OO

Represents (i) 8,930,162 ordinary shares and (ii) 4,666,667 ordinary shares issuable in connection with the exercise of the Warrants.

Calculated based on (i) 248,649,505 ordinary shares outstanding as of July 14, 2022, as disclosed in the Issuer’s Form F-1/A filed September 14, 2022 and (ii) 4,666,667 ordinary shares issuable in connection with the exercise of the Warrants.

  Names of Reporting Persons

  Oaktree Specialty Lending Corporation

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  1,272,083 ⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  1,272,083 ⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  1,272,083 ⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  0.51%⁽²⁾

  Type of Reporting Person (See Instructions)

  CO

Represents 1,272,083 ordinary shares.

Calculated based on 248,649,505 ordinary shares outstanding as of July 14, 2022, as disclosed in the Issuer’s Form F-1/A filed September 14, 2022.

  Names of Reporting Persons

  Oaktree Fund Advisors, LLC

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  1,272,083⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  1,272,083⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  1,272,083⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  0.51%⁽²⁾

  Type of Reporting Person (See Instructions)

  OO

Represents 1,272,083 ordinary shares.

Calculated based on 248,649,505 ordinary shares outstanding as of July 14, 2022, as disclosed in the Issuer’s Form F-1/A filed September 14, 2022.

  Names of Reporting Persons

  Oaktree Capital II, L.P.

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  1,272,083⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  1,272,083⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  1,272,083⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  0.51%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Represents 1,272,083 ordinary shares.

Calculated based on 248,649,505 ordinary shares outstanding as of July 14, 2022, as disclosed in the Issuer’s Form F-1/A filed September 14, 2022.

  Names of Reporting Persons

  Oaktree Capital II GP LLC

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  1,272,083⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  1,272,083⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  1,272,083⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  0.51%⁽²⁾

  Type of Reporting Person (See Instructions)

  OO

Represents 1,272,083 ordinary shares.

Calculated based on 248,649,505 ordinary shares outstanding as of July 14, 2022, as disclosed in the Issuer’s Form F-1/A filed September 14, 2022.

  Names of Reporting Persons

  Atlas OCM Holdings, LLC

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  14,868,912⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  14,868,912⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  14,868,912⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  5.87%⁽²⁾

  Type of Reporting Person (See Instructions)

  OO

Represents (i) 10,202,245 ordinary shares. and (ii) 4,666,667 ordinary shares issuable in connection with the exercise of the Warrants.

Calculated based on (i) 248,649,505 ordinary shares outstanding as of July 14, 2022, as disclosed in the Issuer’s Form F-1/A filed September 14, 2022 and (ii) 4,666,667 ordinary shares issuable in connection with the exercise of the Warrants.

  Names of Reporting Persons

  Oaktree Capital Group Holdings GP, LLC

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  14,868,912⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  14,868,912⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  14,868,912⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  5.87%⁽²⁾

  Type of Reporting Person (See Instructions)

  OO

Represents (i) 10,202,245 ordinary shares and (ii) 4,666,667 ordinary shares issuable in connection with the exercise of the Warrants.

Calculated based on (i) 248,649,505 ordinary shares outstanding as of July 14, 2022, as disclosed in the Issuer’s Form F-1/A filed September 14, 2022 and (ii) 4,666,667 ordinary shares issuable in connection with the exercise of the Warrants.

  Names of Reporting Persons

  Brookfield Asset Management ULC

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Ontario

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  14,868,912⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  14,868,912⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  14,868,912⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  5.87%⁽²⁾

  Type of Reporting Person (See Instructions)

  OO

Represents (i) 10,202,245 ordinary shares and (ii) 4,666,667 ordinary shares issuable in connection with the exercise of the Warrants.

Calculated based on (i) 248,649,505 ordinary shares outstanding as of July 14, 2022, as disclosed in the Issuer’s Form F-1/A filed September 14, 2022 and (ii) 4,666,667 ordinary shares issuable in connection with the exercise of the Warrants.

9, Rue de Bitbourg,

Luxembourg, Luxembourg L-1273

This Schedule 13G is being jointly filed by each of the following persons pursuant to Rule 13d-1(k)(1) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Act:

(i)   Oaktree Acquisition Holdings II, L.P. (“Acqusition Holdings”)

(ii)   Oaktree Acquisition Holdings II GP, Ltd. (“Acquisition Holdings GP”)

(iii)    Oaktree Capital Management, L.P.(“Capital Management”)

(iv)  Oaktree Capital Management GP, LLC (“Capital Management GP”)

(v)    Oaktree Specialty Lending Corporation (“Specialty Lending”)

(vi)  Oaktree Fund Advisors, LLC (“Fund Advisors”)

(vii)   Oaktree Capital II, L.P. (“Capital II”)

(viii)   Oaktree Capital II GP LLC (“Capital II GP”)

(ix)  Atlas OCM Holdings, LLC (“Atlas”)

(x)    Oaktree Capital Group Holdings GP, LLC (“OCGH LLC”)

(xi)  Brookfield Asset Management, ULC (“Brookfield”)

each of which is referred to as a “Reporting Person,” or collectively, the “Reporting Persons.”

c/o Oaktree Capital Management, L.P.,

333 South Grand Ave, 28^th Floor,

Los Angeles, CA, 90071

c/o Brookfield Asset Management, ULC

Brookfield Place, Suite 100.

181 Bay Street,

PO Box 762,

Toronto, Ontario, Canada M5J 2T3

Ownership.

(a)   Amount beneficially owned:

See responses to Item 9 on each cover page.

(b)  Percent of Class:

See responses to Item 11 on each cover page.

(c)   Number of shares as to which the Reporting Person has:

(i) Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page.

(ii)  Shared power to vote or to direct the vote:

See responses to Item 6 on each cover page.

(iii)  Sole power to dispose or to direct the disposition of:

See responses to Item 7 on each cover page.

(iv) Shared power to dispose or to direct the disposition of:

See responses to Item 8 on each cover page.

Each of the percentages referenced in this Statement are calculated based on 248,649,505 ordinary shares outstanding as of July 14, 2022, as disclosed in the Issuer’s Form F-1/A filed September 14, 2022, as increased by 4,666,667 ordinary shares issuable upon exercise of the Warrants held by the Reporting Persons (the “Calculation Method”).

The reported securities are held as follows:

•  Acquisition Holdings directly holds 6,250,000 ordinary shares, inclusive of shares subject to certain restrictions and earnout terms and 4,666,667 Warrants, together representing 4.31% of shares outstanding based on the Calculation Method. As the general partner of Acquisition Holdings, Acquisition Holdings GP may be deemed to beneficially own such ordinary shares and warrants.

•  Specialty Lending directly hold 1,272,083 ordinary shares, inclusive of shares subject to certain earnout terms, representing 0.51% of shares outstanding based on the Calculation Method.

•  Certain separately managed accounts managed by Capital Management (“SMAs”) directly hold 2,680,162 ordinary shares, inclusive of shares subject to certain earnout, and Capital Management as the director of Acquisition Holdings GP may also be deemed to beneficially own the 6,250,000 ordinary shares and 4,666,667 Warrants held by Acquisition Holdings. As the general partner of Capital Management, Capital Management GP may be deemed to beneficially own the ordinary shares directly held by the SMAs and by Acquisition Holdings, together representing 5.37% of the shares outstanding based on the Calculation Method.

•  Fund Advisors is the investment advisor to Specialty Lending and may be deemed to beneficially own the 1,272,083 ordinary shares directly held by Specialty Lending, representing 0.51% of the shares outstanding based on the Calculation Method. Capital II, as the managing member of Fund Advisors, and Capital II GP, as the general partner of Capital II, may also be deemed to own such securities.

•  `Atlas is the sole managing member of Capital Management GP and the managing member of Capital II GP and may be deemed to beneficially own the 10,202,245 ordinary shares and 4,666,667 Warrants directly held by Acquisition Holdings, Specialty Lending, and the SMAs, collectively representing 5.87% of the shares outstanding based on the Calculation Method.

•  Brookfield and OCGH LLC each, in its capacity as the indirect owner of Atlas has the ability to appoint and remove certain directors of Atlas and, as such, may indirectly control the decisions of Atlas regarding the vote and disposition of securities directly or indirectly held by Atlas. As such each of Brookfield and OCGH LLC may beneficially own the 10,202,245 ordinary shares and 4,666,667 Warrants beneficially owned by Atlas, representing 5.87% of the shares outstanding based on the Calculation Method.

The filing of this Statement shall not be construed as an admission that the Reporting Person are, for the purpose of Section 13(d) or 13(g) of the Exchange Act, members of a “group” or the beneficial owner of any securities covered by this Statement.