Filing Details
- Accession Number:
- 0001193125-24-030337
- Form Type:
- 13G Filing
- Publication Date:
- 2024-02-08 19:00:00
- Filed By:
- Blackstone Holdings Ii L.p.
- Company:
- Oatly Group Ab (NASDAQ:OTLY)
- Filing Date:
- 2024-02-09
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| BXG Redhawk S. r.l | 48,306,851 | 0 | 48,306,851 | 0 | 48,306,851 | 8.0% |
| BXG SPV ESC (CYM) | 460,373 | 0 | 460,373 | 0 | 460,373 | 0.1% |
| BXG Redhawk Holdings (CYM) | 0 | 48,306,851 | 0 | 48,306,851 | 48,306,851 | 8.0% |
| BXG Holdings Manager | 0 | 48,306,851 | 0 | 48,306,851 | 48,306,851 | 8.0% |
| Blackstone Growth Associates | 0 | 48,306,851 | 0 | 48,306,851 | 48,306,851 | 8.0% |
| BXGA | 48,306,851 | 0 | 48,306,851 | 0 | 48,306,851 | 8.0% |
| BXG Side-by-Side GP | 460,373 | 0 | 460,373 | 0 | 460,373 | 0.1% |
| Blackstone Holdings II | 48,767,224 | 0 | 48,767,224 | 0 | 48,767,224 | 8.1% |
| Blackstone Holdings I II GP | 48,767,224 | 0 | 48,767,224 | 0 | 48,767,224 | 8.1% |
| Blackstone Inc | 48,767,224 | 0 | 48,767,224 | 0 | 48,767,224 | 8.1% |
| Blackstone Group Management | 48,767,224 | 0 | 48,767,224 | 0 | 48,767,224 | 8.1% |
| Stephen A. Schwarzman | 48,767,224 | 0 | 48,767,224 | 0 | 48,767,224 | 8.1% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Oatly Group AB
(Name of Issuer)
Ordinary shares, par value $0.00018 (SEK 0.0015) per share
(Title of Class of Securities)
67421J108**
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ 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 persons 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. |
| ** | This CUSIP number applies to the Issuers American Depositary Shares, evidenced by American Depositary Receipts, each representing one ordinary share of the Issuer. |
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. 67421J108
| 1 | NAMES OF REPORTING PERSONS
BXG Redhawk S.à r.l. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
48,306,851 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
48,306,851 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,306,851 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
2
CUSIP No. 67421J108
| 1 | NAMES OF REPORTING PERSONS
BXG SPV ESC (CYM) L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
460,373 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
460,373 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
460,373 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
3
CUSIP No. 67421J108
| 1 | NAMES OF REPORTING PERSONS
BXG Redhawk Holdings (CYM) L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,306,851 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,306,851 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,306,851 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.0% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
4
CUSIP No. 67421J108
| 1 | NAMES OF REPORTING PERSONS
BXG Holdings Manager L.L.C. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,306,851 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,306,851 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,306,851 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.0% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
5
CUSIP No. 67421J108
| 1 | NAMES OF REPORTING PERSONS
Blackstone Growth Associates L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,306,851 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,306,851 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,306,851 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.0% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
6
CUSIP No. 67421J108
| 1 | NAMES OF REPORTING PERSONS
BXGA L.L.C. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
48,306,851 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
48,306,851 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,306,851 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.0% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
7
CUSIP No. 67421J108
| 1 | NAMES OF REPORTING PERSONS
BXG Side-by-Side GP L.L.C. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
460,373 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
460,373 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
460,373 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
8
CUSIP No. 67421J108
| 1 | NAMES OF REPORTING PERSONS
Blackstone Holdings II L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
48,767,224 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
48,767,224 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,767,224 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.1% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
9
CUSIP No. 67421J108
| 1 | NAMES OF REPORTING PERSONS
Blackstone Holdings I/II GP L.L.C. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
48,767,224 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
48,767,224 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,767,224 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.1% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
10
CUSIP No. 67421J108
| 1 | NAMES OF REPORTING PERSONS
Blackstone Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
48,767,224 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
48,767,224 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,767,224 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.1% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO | |||||
11
CUSIP No. 67421J108
| 1 | NAMES OF REPORTING PERSONS
Blackstone Group Management L.L.C. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
48,767,224 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
48,767,224 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,767,224 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.1% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
12
CUSIP No. 67421J108
| 1 | NAMES OF REPORTING PERSONS
Stephen A. Schwarzman | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
48,767,224 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
48,767,224 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,767,224 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.1% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
13
| Item 1(a). | Name of Issuer |
Oatly Group AB (the Issuer)
| Item 1(b). | Address of Issuers Principal Executive Office |
Ångfärjekajen 8
211 19 Malmö
Sweden
| Item 2(a). | Name of Person Filing |
| Item 2(b). | Address of Principal Business Office |
| Item 2(c). | Citizenship |
Each of the following is hereinafter individually referred to as a Reporting Person and collectively as the Reporting Persons. This statement is filed on behalf of:
| (i) | BXG Redhawk S.à r.l. |
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: Luxembourg
| (ii) | BXG SPV ESC (CYM) L.P. |
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: Cayman Islands
| (iii) | BXG Redhawk Holdings (CYM) L.P. |
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: Cayman Islands
| (iv) | BXG Holdings Manager L.L.C. |
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (v) | Blackstone Growth Associates L.P. |
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (vi) | BXGA L.L.C. |
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
14
| (vii) | BXG Side-by-Side GP L.L.C. |
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (viii) | Blackstone Holdings II L.P. |
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (ix) | Blackstone Holdings I/II GP L.L.C. |
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (x) | Blackstone Inc. |
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xi) | Blackstone Group Management L.L.C. |
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xii) | Stephen A. Schwarzman |
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: United States
As of December 31, 2023, BXG Redhawk S.à r.l. beneficially owns an aggregate of 48,306,851 Ordinary Shares consisting of 39,402,666 Ordinary Shares (as defined below) held directly and Ordinary Shares which may be received upon conversion of $21,461,038.05 of 9.25% Convertible Senior PIK Notes due 2028 (the Convertible Notes) (8,904,185 Ordinary Shares as of December 31, 2023) and BXG SPV ESC (CYM) L.P. (together with BXG Redhawk S.à r.l., the Blackstone Funds) beneficially owns an aggregate of 460,373 Ordinary Shares consisting of 375,516 Ordinary Shares held directly and Ordinary Shares which may be received upon conversion of $204,522.95 of Convertible Notes (84,857 Ordinary Shares as of December 31, 2023).
The Convertible Notes are convertible at the option of each holder at an initial conversion rate of 0.4149 American Depositary Shares, each representing one Ordinary Share (as defined below), per $1.00 principal amount of Convertible Notes (the Conversion Rate), which is equal to an initial conversion price of approximately $2.41 per Ordinary Shares or per ADSs. The Conversion Rate is subject to customary anti-dilution adjustments and certain other adjustments. The Convertible Notes bear interest at a rate of 9.25% per annum, payable semi-annually in arrears in cash or in payment-in-kind, at the Issuers option All of the computations and share amounts used herein do not give effect to any accretion of interest on the Convertible Notes or the payments of any interest in-kind until the time of such declaration and payment.
BXG Redhawk S.à r.l. is controlled by BXG Redhawk Holdings (CYM) L.P., the general partner of which is BXG Holdings Manager L.L.C. Blackstone Growth Associates L.P. is the managing member of BXG Holdings Manager L.L.C and BXGA L.L.C. is the general partner of Blackstone Growth Associates L.P. Blackstone Holdings II L.P. is the managing member of BXGA L.L.C. The general partner of BXG SPV ESC (CYM) L.P. is BXG Side-by-Side GP L.L.C. Blackstone Holdings II L.P. is the sole member of BXG Side-by-Side GP L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings II L.P.
15
Blackstone Inc. is the sole member of Blackstone Holdings I/II GP L.L.C. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstones senior managing directors and controlled by its founder, Stephen A. Schwarzman.
Each such Reporting Person may be deemed to beneficially own the Ordinary Shares beneficially owned by each of BXG Redhawk S.à r.l. and BXG SPV ESC (CYM) L.P. but neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person (other than BXG Redhawk S.à r.l. and BXG SPV ESC (CYM) L.P.) is the beneficial owner of the Ordinary Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the Act), or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such shares. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a group for the purposes of Sections 13(d) and 13(g) of the Act.
The foregoing includes a summary of certain terms of the Convertible Notes, and is qualified in its entirety to the terms of such Convertible Notes as set forth in the Indenture Agreement, dated March 23, 2023, between the Issuer and U.S. Bank Trust Company, National Association, as Trustee, filed as Exhibit 4.7 to the Issuers Form 20-F filed with the Securities and Exchange Commission on April 20, 2023.
| Item 2(d). | Title of Class of Securities |
Ordinary shares, par value $0.00018 (SEK 0.0015) per share (the Ordinary Shares) represented by American Depositary Shares, evidenced by American Depositary Receipts, each representing one Ordinary Share.
| Item 2(e). | CUSIP Number |
67421J108 This CUSIP applies to the American Depositary Shares, evidenced by American Depositary Receipts, each representing one Ordinary Share. No CUSIP has been assigned to the Ordinary Shares.
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| Item 4. | Ownership |
| (a) | Amount beneficially owned: |
Calculation of the percentage of Ordinary Shares beneficially owned is based on 594,255,240 Ordinary Shares outstanding as of September 30, 2023, as set forth in the Form 6-K filed by the Issuer with the Securities and Exchange Commission on November 9, 2023 and assumes the conversion of the Convertible Notes.
Each of the Reporting Persons may be deemed to be the beneficial owner of the Ordinary Shares listed on such Reporting Persons cover page. As of December 31, 2023, BXG Redhawk S.à r.l. directly holds 39,402,666 Ordinary Shares and $21,461,038.05 of Convertible Notes and BXG SPV ESC (CYM) L.P. directly holds 375,516 Ordinary Shares and $204,522.95 of Convertible Notes. See Item 2
| (b) | Percent of class: |
Each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of Ordinary Shares listed on such Reporting Persons cover page.
16
| (c) | Number of Shares as to which the Reporting Person has: |
| (i) | Sole power to vote or to direct the vote: |
See each cover page hereof.
| (ii) | Shared power to vote or to direct the vote: |
See each cover page hereof.
| (iii) | Sole power to dispose or to direct the disposition of: |
See each cover page hereof.
| (iv) | Shared power to dispose or to direct the disposition of: |
See each cover page hereof.
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certification |
Not applicable.
17
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.
Dated: February 9, 2024
| BXG REDHAWK S.À R.L. | ||
| Class A Manager | ||
| By: | /s/ John Sutherland | |
| Name: John Sutherland | ||
| Title: Authorized Signatory | ||
| Class B Managers | ||
| By: | /s/ Romain Jay | |
| Name: Romain Jay | ||
| Title: Authorized Signatory | ||
| Blackstone Capital Partners Holdings Director L.L.C. | ||
| By: | /s/ Omar Rehman | |
| Name: Omar Rehman | ||
| Title: Chief Compliance Officer and Secretary | ||
| BXG SPV ESC (CYM) L.P. | ||
| By: BXG Side-by-Side GP L.L.C., its general partner | ||
| By: | /s/ Joshua Shapiro | |
| Name: Joshua Shapiro | ||
| Title: Chief Compliance Officer and Secretary | ||
| BXG REDHAWK HOLDINGS (CYM) L.P. | ||
| By: BXG Holdings Manager L.L.C., its general partner | ||
| By: | /s/ Joshua Shapiro | |
| Name: Joshua Shapiro | ||
| Title: Chief Compliance Officer and Secretary | ||
| BXG HOLDINGS MANAGER L.L.C. | ||
| By: | /s/ Joshua Shapiro | |
| Name: Joshua Shapiro | ||
| Title: Chief Compliance Officer and Secretary | ||
| BLACKSTONE GROWTH ASSOCIATES L.P. | ||
| By: Blackstone Growth Associates L.P., its general partner | ||
| By: BXGA L.L.C., its general partner | ||
| By: | /s/ Joshua Shapiro | |
| Name: Joshua Shapiro | ||
| Title: Chief Compliance Officer and Secretary | ||
| BXGA L.L.C. | ||
| By: | /s/ Joshua Shapiro | |
| Name: Joshua Shapiro | ||
| Title: Chief Compliance Officer and Secretary | ||
| BXG SIDE-BY-SIDE GP L.L.C. | ||
| By: | /s/ Joshua Shapiro | |
| Name: Joshua Shapiro | ||
| Title: Chief Compliance Officer and Secretary | ||
| BLACKSTONE HOLDINGS II L.P. | ||
| By Blackstone Holdings I/II GP L.L.C., its general partner | ||
| By: | /s/ Tabea Hsi | |
| Name: Tabea Hsi | ||
| Title: Senior Managing Director | ||
| BLACKSTONE HOLDINGS I/II GP L.L.C. | ||
| By: | /s/ Tabea Hsi | |
| Name: Tabea Hsi | ||
| Title: Senior Managing Director | ||
| BLACKSTONE INC. | ||
| By: | /s/ Tabea Hsi | |
| Name: Tabea Hsi | ||
| Title: Senior Managing Director | ||
| BLACKSTONE GROUP MANAGEMENT L.L.C. | ||
| By: | /s/ Tabea Hsi | |
| Name: Tabea Hsi | ||
| Title: Senior Managing Director | ||
| /s/ Stephen A. Schwarzman | ||
| Stephen A. Schwarzman | ||