Torm PLC — Major Shareholding Notification 2024

Jun 4, 2024

SC 13D/A 1 ef20030433_sc13da.htm SC 13D/A Licensed to: Summit, a Broadridge Company Document created using Broadridge PROfile 24.3.1.5224 Copyright 1995 - 2024 Broadridge

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 13)*

TORM PLC

(Name of Issuer)

Class A common shares, par value $0.01 per share

(Title of Class of Securities)

G89479102

(CUSIP Number)

Richard Ting

General Counsel & Managing Director

Oaktree Capital Management, L.P.

333 S. Grand Avenue, 28th Floor

Los Angeles, CA 90071

(213) 830-6300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 30, 2024

(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 §240.13d-7(b) 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 (the “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).

1	NAMES OF REPORTING PERSONS
	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 (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
		0
	8	SHARED VOTING POWER
		44,109,986
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		44,109,986
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	44,109,986
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	46.68% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Calculated based upon 94,488,303 shares of Class A common stock, par value $0.01 per share (the “Class A Shares”) outstanding as of May 30, 2024, as reported in the Issuer's prospectus supplement filed on May 31, 2024 (the “Prospectus Supplement”).

1	NAMES OF REPORTING PERSONS
	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 (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
		0
	8	SHARED VOTING POWER
		44,109,986
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		44,109,986
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	44,109,986
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	46.68% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Calculated based upon 94,488,303 Class A Shares outstanding as of May 30, 2024, as reported in the Prospectus Supplement.

1	NAMES OF REPORTING PERSONS
	OAKTREE CAPITAL HOLDINGS, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	☐
		(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
		0
	8	SHARED VOTING POWER
		44,109,986
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		44,109,986
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	44,109,986
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	46.68% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

(1) Calculated based upon 94,488,303 Class A Shares outstanding as of May 30, 2024, as reported in the Prospectus Supplement.

1	NAMES OF REPORTING PERSONS
	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 (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
		0
	8	SHARED VOTING POWER
		44,109,986
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		44,109,986
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	44,109,986
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	46.68% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

(1) Calculated based upon 94,488,303 Class A Shares outstanding as of May 30, 2024, as reported in the Prospectus Supplement.

1	NAMES OF REPORTING PERSONS
	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 (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
		0
	8	SHARED VOTING POWER
		44,109,986
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		44,109,986
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	44,109,986
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	46.68% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Calculated based upon 94,488,303 Class A Shares outstanding as of May 30, 2024, as reported in the Prospectus Supplement.

1	NAMES OF REPORTING PERSONS
	BROOKFIELD CORPORATION
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	☐
		(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
		0
	8	SHARED VOTING POWER
		44,109,986
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		44,109,986
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	44,109,986
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	46.68% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Calculated based upon 94,488,303 Class A Shares outstanding as of May 30, 2024, as reported in the Prospectus Supplement.

1	NAMES OF REPORTING PERSONS
	BROOKFIELD ASSET MANAGEMENT LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	☐
		(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
		0
	8	SHARED VOTING POWER
		44,109,986
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		44,109,986
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	44,109,986
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	46.68% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Calculated based upon 94,488,303 Class A Shares outstanding as of May 30, 2024, as reported in the Prospectus Supplement.

1	NAMES OF REPORTING PERSONS
	BAM PARTNERS TRUST
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	☐
		(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
		0
	8	SHARED VOTING POWER
		44,109,986
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		44,109,986
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	44,109,986
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	46.68% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Calculated based upon 94,488,303 Class A Shares outstanding as of May 30, 2024, as reported in the Prospectus Supplement.

ITEM 1. Security and Issuer

This Amendment No. 13 (“Amendment No. 13”) is being filed by the undersigned to amend the Schedule 13D filed by the Reporting Persons on February 5, 2018, as amended by Amendment No. 1 thereto filed March 27, 2020, Amendment No. 2 thereto filed May 19, 2020, Amendment No. 3 thereto filed June 5, 2020, Amendment No. 4 thereto filed June 17, 2020, Amendment No. 5 thereto filed September 14, 2020, Amendment No. 6 thereto filed April 26, 2023, Amendment No. 7 thereto filed June 12, 2023, Amendment No. 8 thereto filed December 4, 2023, Amendment No. 9 thereto filed January 9, 2024, Amendment No. 10 thereto filed January 18, 2024, Amendment No. 11 thereto filed March 14, 2024, and Amendment No. 12 thereto filed April 8, 2024 (the “Original 13D,” and together with Amendment No. 13, the “Schedule 13D”) with respect to the Class A Shares of the Issuer. The Issuer is a foreign private issuer as defined in Rule 3b-4 of the Act and its principal executive offices are at Birchin Court, 20 Birchin Lane, London, EC3V 9DU, United Kingdom.

ITEM 4. Purpose of Transaction

On May 30, 2024, Njord Luxco entered into an Underwriting Agreement dated May 30, 2024 (the “May 2024 Underwriting Agreement”) by and among Njord Luxco, the Issuer, and Citigroup Global Markets Inc. (the “Underwriter”) for the sale by Njord Luxco of 6,896,552 Class A Shares (the “Initial Shares”) to the Underwriter at a price of $36.25 per share, or $250,000,010.00 in aggregate proceeds to Njord Luxco before expenses (the “May 2024 Block Trade”). The closing of the sale of the Initial Shares by Njord Luxco to the Underwriter pursuant to the Underwriting Agreement occurred on June 3, 2024.

In addition, pursuant to the Underwriting Agreement, Njord Luxco granted the Underwriter an option for a period of 30 days to purchase up to 1,034,482 additional Class A Shares (the “Option Shares”) at the same price per share. as the Initial Shares. In connection with the execution of the Underwriting Agreement for the May 2024 Block Trade, Njord Luxco and certain other persons entered into customary “lock-up” agreements with the Underwriter, dated May 30, 2024 (the “May 2024 Lock-up Agreements”), pursuant to which Njord Luxco and certain other persons generally agreed, subject to certain exceptions, not to sell, transfer, or otherwise dispose of any Class A Shares or securities convertible into, or exchangeable or exercisable for, Class A Shares, during the period commencing on May 30, 2024 and ending on July 29, 2024, without prior written consent from the Underwriter.

The foregoing descriptions of the May 2024 Underwriting Agreement and the May 2024 Lock-up Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the May 2024 Underwriting Agreement, a copy of which is attached hereto as Exhibit B, and the form of the May 2024 Lock-up Agreement attached as Exhibit E to the May 2024 Underwriting Agreement, both of which are incorporated by reference herein.

ITEM 5. Interest in Securities of the Issuer

Item 5 (a)-(c) of the Schedule 13D are hereby amended and restated as follows:

(a) and (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 assume 94,488,303 Class A Shares outstanding as of May 30, 2024, as reported in the Prospectus Supplement. As of the date hereof, each of the Reporting Persons may be deemed the beneficial owner of 44,109,986 Class A Shares, which represents approximately 46.68% of the total outstanding Class A Shares.

(c)

Except as related to the May 2024 Block Trade, the Reporting Persons have not effected any transactions in the Common Stock since the filing of Amendment No. 12. Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that such person is the beneficial owner of any of the Class A Shares referred to herein for purposes of the Act, or for any other purpose.

ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information contained in Item 4 is hereby incorporated by reference to this Item 6.

ITEM 7. Materials to be Filed as Exhibits

Exhibit	Description
A.	Joint Filing Agreement, dated as of December 4, 2023, by and among the Reporting Persons, incorporated by reference to Exhibit A to Amendment No. 8 to the Schedule 13D.
B.	Underwriting Agreement, dated as of May 30, 2024, by and among Njord Luxco, the Issuer and Citigroup Global Markets Inc.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 3, 2024

OCM NJORD HOLDINGS S.À R.L.
By:	/s/ Martin Eckel
Name:	Martin Eckel
Title:	Manager

OAKTREE CAPITAL MANAGEMENT GP, LLC
By:	/s/ Henry Orren
Name:	Henry Orren
Title:	Senior Vice President

OAKTREE CAPITAL HOLDINGS, 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 ASSET MANAGEMENT ULC
By:	/s/ Kathy Sarpash
Name:	Kathy Sarpash
Title:	Managing Director, Legal & Regulatory

BROOKFIELD CORPORATION
By:	/s/ Swati Mandava
Name:	Swati Mandava
Title:	Managing Director, Legal & Regulatory

BROOKFIELD ASSET MANAGEMENT LTD.
By:	/s/ Kathy Sarpash
Name:	Kathy Sarpash
Title:	Managing Director, Legal & Regulatory

BAM PARTNERS TRUST
By:	/s/ Kathy Sarpash
Name:	Kathy Sarpash
Title:	Secretary