13D Filing: Oaktree Capital Group Holdings GP, LLC and Torm PLC

Prior to the Private Placement, on March 27, 2015, Management entered into a restructuring agreement with TORM A/S, a predecessor to the Issuer (the “Predecessor”) and certain of Predecessor’s lenders to recapitalize the Predecessor (the “2015 Restructuring”).  The 2015 Restructuring included a mandatory and an optional debt cancellation of a part of the Predecessor’s debt and required Njord Luxco to contribute OCM (Gibraltar) Njord Midco Ltd. to the Predecessor in exchange for shares in the Predecessor. Following the 2015 Restructuring, which was completed on July 13, 2015, Njord Luxco owned approximately 62% of the voting rights in the Predecessor.  After an exchange offer whereby the Issuer acquired all of the outstanding shares of the Predecessor and which closed on April 15, 2016, Njord Luxco became a majority shareholder of the Issuer.

In addition, Njord Luxco holds the sole outstanding Class C share, par value $0.01, of the Issuer. The Class C share affords Njord Luxco with 350,000,000 votes on specified matters at the Issuer’s general meeting, including election of members to the Issuer’s Board of Directors (the “Board), other than the Deputy Chairman, and certain amendments to the Issuer’s Articles of Association proposed by the Board of Directors.  The Class C share has no pre-emption rights in relation to any issue of new shares of other classes by the Issuer, and effectively carries no right to receive dividends, liquidation proceeds or other distributions from the Issuer. The Class C share may not be transferred or pledged, except to an affiliate of Njord Luxco or pursuant to redemption by the Issuer. The Class C will be automatically redeemed when Njord Luxco and its affiliates cease to beneficially own at least one third of the issued Shares.

Christopher Helmut Boehringer, a partner and a Managing Director of Oaktree Capital Management (U.K.) LLP, serves as Chairman of the Issuer’s Board, a position he has held since August 2015.  In addition, in August 2015, in connection with the closing of the 2015 Restructuring, Njord Luxco nominated each of Torben Janholt and Pär Göran Trapp as directors to the Issuer’s Board, a position each of them continue to hold.  Neither Mr. Janholt nor Mr. Trapp is employed by or otherwise receives remuneration from Management or its affiliates.

The Reporting Persons acquired and hold the Shares for general investment purposes.

The Reporting Persons will continuously evaluate the Issuer’s businesses and prospects, alternative investment opportunities and all other factors deemed relevant in determining whether additional Shares will be acquired by the Njord Luxco or by other affiliated investment funds and accounts or whether the Njord Luxco or any such other affiliated investment funds and accounts will dispose of Shares.  At any time, additional Shares may be acquired or some or all of the Shares beneficially owned by the Reporting Persons may be sold, in either case in the open market, in privately negotiated transactions or otherwise.  Other than as described in this Schedule 13D, none of the Reporting Persons or, to their best knowledge, any Covered Persons have any current plans or proposals that would be related to or would result in any of the matters described in Items 4(a)-(j) of Schedule 13D; however, as part of its ongoing evaluation of this investment and investment alternatives, the Reporting Persons may consider such matters in the future and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, the Reporting Persons may hold discussions with or make formal proposals to management or the Board of Directors of the Issuer, other shareholders of the Issuer or other third parties regarding such matters.

(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 73,905,975 Shares outstanding after the settlement of the Private Placement on January 26, 2018, according to information from the Issuer.  As of the date hereof, each of the Reporting Persons may be deemed the beneficial owner of 47,600,172 Shares, which represents approximately 64.4% of the total outstanding Shares.