UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

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)
 

November 3, 2021

(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)

 

64.5% (1)

 
14

TYPE OF REPORTING PERSON

 

OO

 

 

(1)This percentage is based on 83,448,868 Shares outstanding as of April 11, 2023, as reported by the Issuer on its Report on Form 6-K filed with the United States Securities Exchange Commission (the “SEC”) on April 11, 2023 (the “Form 6-K”).

 

 

  

 

 

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)

 

64.5% (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)

 

64.5% (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)

 

64.5% (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

 

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)

 

64.5% (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)

 

64.5% (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)

 

64.5% (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)

 

64.5% (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)

 

64.5% (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)

 

64.5% (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)

 

64.5% (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)

 

64.5% (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)

 

64.5% (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 sixth amendment to Schedule 13D (this “Schedule 13D”), amending amendment 5 to Schedule 13D filed on September 14, 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;
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. 6. Schedule 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

Item 3 is amended and supplemented by adding thereto the following:

Between the filing of the previous Schedule 13D/A and this Report, the Reporting Persons acquired 560,221 Shares in open market transactions for general investment purposes, consisting of 4,813 shares on November 13, 2020 at a price of $43.94, 440,000 shares on November 19, 2020 at a price of $44.00, 21,739 shares on December 3, 2020 at a price of $43.90, and through a series of share issuances between December 4, 2020 and January 30, 2023.

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 83,448,868 Shares outstanding as of April 11, 2023, as reported by the Issuer on its Report on Form 6-K filed with the SEC on April 11, 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 64.5% 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.

April 25, 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 Counselfor 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

Seek Ngee Huat,

Director

  501 Orchard Road, #08-01 Wheelock Place, Singapore 23880   Chairman, Global Logistic Properties   Singapore
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   British
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

 

 

  

 

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