Oaktree's Njord Vehicle Sells Last 6.3 Million TORM Shares At $39.845, Files Exit 13D
The 26th amendment shows zero shares held after a block sale to J.P. Morgan, with a lock-up on remaining holders running to November 13.
Oaktree's Njord vehicle sold its last 6,329,874 TORM shares to J.P. Morgan Securities, and the three reporting persons now show 0% of the company's Class A shares, according to a Schedule 13D/A filed Wednesday. The filing, Amendment No. 26, says outright that it is an exit filing.
What the 13D/A says
OCM Njord Holdings, Oaktree Capital Management GP and Oaktree Capital Holdings each report 0 shares and 0% of the class. The date of event is October 6.
Item 4 describes only an underwriting agreement dated October 6 among Njord Luxco, TORM and J.P. Morgan Securities, the sole underwriter. The price was $39.845 per share, or $252,213,829.53 before expenses to Njord Luxco. The sale closed Wednesday.
The filing says no other transactions in the shares took place since Amendment No. 25, and that the reporting persons ceased to own any Class A shares on October 7. It contains no demands and no new intent. It amends a Schedule 13D first filed February 5, 2018.
What it changes
A holder that reported through 26 amendments no longer owns any TORM stock. Splash reported that the stake came from TORM's 2015 restructuring, and that it had fallen to 6.17% by late September after Njord once held 19.86%.
TORM announced the offering as a secondary sale. The company issued no shares and received no proceeds.
TORM shares closed at $38.92 on Wednesday, below the $39.845 block price, and traded at $38.90, down 0.05%, in Wednesday after-hours trading (market data).
The lock-up
Njord Luxco and certain other persons signed lock-up agreements with the underwriter. Subject to exceptions, they agreed not to sell, transfer or otherwise dispose of Class A shares, or securities convertible into them, from October 6 through November 13 without the underwriter's written consent.
November 13 is the date the lock-up ends for Njord Luxco and the other restricted persons.
Sources
- SCHEDULE 13D/A — OCM NJORD HOLDINGS S.A R.L. re: TORM plc (TRMD) — SEC EDGAR
- Torm’s former top shareholder heads for the exit - Splash247 — splash247.com
- TORM plc announces secondary public offering of its class A common shares by a selling shareholder — prnewswire.com
