Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )*

 ____________________________________

Overland Advantage

(Name of Issuer)

Common Shares of Beneficial Interest, par value $0.001 per share

(Title and Class of Securities)

None

(CUSIP Number)

Turner Herbert

Abu Dhabi Investment Authority

211 Corniche

PO Box 3600

Abu Dhabi, United Arab Emirates

+971 2 4150000

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

April 23, 2024

(Date of Event Which Requires Filing of 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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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 for other parties to whom copies are to be sent.

 

 

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).

On September 21, 2023, Platinum Falcon entered into a subscription agreement, as amended and restated on April 19, 2024 (the “Subscription Agreement”) with the Issuer.  Pursuant to the Subscription Agreement, Platinum Falcon has agreed to purchase Common Shares of the Issuer (a “Drawdown”) each time the Issuer delivers a notice (a “Drawdown Notice”) to Platinum Falcon in an aggregate amount equal to $1,250,000,000 (the “Commitment”).  Pursuant to the Subscription Agreement, Drawdown Notices will be delivered to Platinum Falcon at least 10 days prior to the date on which Platinum Falcon is obligated to purchase shares (the “Drawdown Date”).  At the earlier of (i) the quotation or listing of the Issuer’s Common Shares on a national securities exchange (including through an initial public offering) or a sale of all or substantially all of the assets of the Issuer to, or a merger or other liquidity transaction with, an entity in which the Issuer’s shareholders receive shares of a publicly traded company that continues to be managed by Overland Advisors, LLC, the investment adviser of the Issuer (the “Adviser”) or an affiliate thereof (an “Exchange Listing”), and (ii) the five-year anniversary of the date on which shareholders are required to fund their initial Drawdown, Platinum Falcon will be released from further obligation to fund Drawdowns and purchase additional Common Shares, with certain exceptions detailed in the Subscription Agreement.

On September 21, 2023, Platinum Falcon entered into a voting trust agreement (the “Voting Trust Agreement”) with Delaware Trust Company (the “Trustee”) and Glass, Lewis & Co., LLC (the “Voting Consultant”).  Pursuant to the Voting Trust Agreement, (i) Platinum Falcon irrevocably transferred and assigned its voting and consent rights with respect to the Common Shares beneficially owned by it and additional Common Shares of which it becomes the beneficial owner during the term of the Voting Trust Agreement in excess of 4.9% of the outstanding Common Shares of the Issuer (such Common Shares of the Issuer in excess of 4.9% of the outstanding Common Shares of the Issuer, the “Subject Shares”) to the Trustee and (ii) the Voting Consultant agreed to analyze any matters requiring the owner of the Subject Shares to vote or consent in its capacity as an equity holder and to provide a recommendation to the Trustee of how to vote or consent with respect to such voting or consent matters.  The Trustee is obligated to act in accordance with the voting or consent recommendation made by the Voting Consultant and will not provide a vote or consent on behalf of Platinum Falcon if the Voting Consultant fails to provide a voting or consent recommendation to the Trustee on or prior to the deadline for submission of such vote or consent.

Pursuant to the Voting Trust Agreement, Platinum Falcon retains the right to sell or otherwise transfer the Subject Shares at any time in its sole discretion, subject to any transfer restrictions contained in the governing documents of the Issuer and under applicable law.  Upon the transfer by Platinum Falcon of any Subject Shares to an unaffiliated third-party, such shares shall no longer be subject to the Voting Trust Agreement.  The Voting Trust Agreement may be terminated (i) at the option of Platinum Falcon with 10 business days prior written notice to the Trustee and Voting Consultant, upon July 1 or December 31 of any year, (ii) at the option of Platinum Falcon, upon Platinum Falcon owning less than 5% of the outstanding Common Shares of the Issuer, (iii) in connection with certain transfers of Common Shares by Platinum Falcon and (iv) upon 10 business days written notice delivered by Platinum Falcon to the Trustee and Voting Consultant following the failure to agree to the renewal or extension of the term for the Trustee or Voting Consultant.

The foregoing description of the Voting Trust Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting Trust Agreement, which is filed as Exhibits 99.3 and is incorporated herein by reference.

Further, in exchange for entering into the Subscription Agreement and its Commitment pursuant to the Subscription Agreement, Platinum Falcon received a membership interest in Overland Advisors Participation Holdings, LLC (“Overland Participation Holdings”), which shall entitle Platinum Falcon to participate in certain accruals and distributions of profit from the Adviser.

The Reporting Persons continuously assess the Issuer’s business, financial condition, results of operations and prospects, general economic conditions, other developments and additional investment opportunities. Depending on such assessments, and any applicable trading restrictions, the Reporting Persons and/or their affiliates may acquire additional securities of the Issuer or may determine to sell or redeem or otherwise dispose of all or some of the Issuer’s securities. Such actions will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices, the financial condition, results of operations and prospects of the Issuer, alternative investment opportunities, general economic, financial market and industry conditions and other factors that the Reporting Persons and/or their affiliates may deem material to their investment decision.

Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Common Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management of the Issuer and/or the Issuer’s Board of Trustees (the “Board”), engaging in discussions with other shareholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capitalization, Board composition or operations of the Issuer or changing their intention with respect to any and all matters referred to in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Except as set forth herein, the Reporting Persons do not have present plans or proposals at this time that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

On September 21, 2023, Platinum Falcon entered into a letter agreement with the Adviser, and for limited purposes, Centerbridge Partners, L.P., as amended and restated on April 19, 2024 (the “Letter Agreement”), pursuant to which Platinum Falcon received, among other things, certain rights and representations related to the Common Shares and the governance of the Issuer, including: (i) consent by the Adviser to any transfer of Common Shares by Platinum Falcon to certain affiliates, provided that such transfer complies with certain requirements, limitations and conditions, (ii) subject to certain limitations and conditions, a commitment by the Adviser to use its reasonable best efforts to permit Platinum Falcon to transfer all or some of its Common Shares to a third-party to avoid certain adverse tax consequences, (iii) a commitment from the Adviser that Platinum Falcon will have a period of at least 10 business days in which to fund any Drawdown, (iv) a requirement that the Adviser may not terminate the Investment Advisory Agreement with the Issuer (except if necessary to comply with any applicable law or regulatory requirements) without the prior written consent of Platinum Falcon, which consent shall not be unreasonably withheld or delayed, (v) a commitment by the Adviser that the Adviser will not enter into a sub-advisory agreement without the prior written consent of the Issuer’s shareholders required to approve a sub-advisory agreement under the Investment Company Act, (vi) a confirmation from the Adviser that for so long as Platinum Falcon holds 50% or more of the voting securities of the Issuer, the Adviser will use commercially reasonable efforts to invest substantially all of the Issuer’s investable assets in investments that are expected to produce income that is expected to be entitled to the portfolio interest exemption under the Internal Revenue Code, subject to a de minimis exemption, (vii) a commitment by the Adviser that for so long as Platinum Falcon or its affiliates hold more than 5% of the voting securities of the Issuer, the Adviser shall maintain a compliance program containing policies and procedures adopted in accordance with the Investment Company Act, designed to prevent the Issuer from entering into prohibited transactions with its close affiliates and remote affiliates under the Investment Company Act, (viii) an agreement from the Adviser that neither Platinum Falcon nor any of its affiliates will be obligated to accept any distributions in kind in connection with Platinum Falcon’s investment in the Issuer and that if the Adviser intends to distribute securities in kind to or for the account of Platinum Falcon, it will use commercially reasonable efforts to inform Platinum Falcon at least 10 business days before the intended distribution date and, at the request and expense of Platinum Falcon, will use commercially reasonable efforts to assist Platinum Falcon in holding or selling such securities on Platinum Falcon’s behalf, (ix) an agreement by the Adviser that the Adviser will not recommend to the Board that the Board approve any reclassification of Platinum Falcon’s issued and outstanding Common Shares without Platinum Falcon’s consent, and (x) certain information rights regarding meetings of the Board.

Additional Letter Agreement

On September 21, 2023, Platinum Falcon entered into an additional letter agreement among the Adviser, Overland Advisors Holdings, LLC, Overland Participation Holdings, and for limited purposes, Centerbridge Partners, L.P. as amended on April 19, 2024 (the “Additional Letter Agreement”).  Pursuant to the Additional Letter Agreement, Platinum Falcon agreed not to transfer the Common Shares issued upon the funding of its Commitment (the “Original BDC Shares”), except for (i) transfers made in accordance with the governing documents of the Issuer, (ii) transfers with the prior written consent of the Adviser and the Issuer (which may be given or withheld in their sole discretion), or (iii) transfers made in accordance with the Additional Letter Agreement. Following a listing of the Common Shares of the Issuer on a U.S. national securities exchange (a “Listing”), the foregoing restrictions under the Additional Letter Agreement will no longer apply.

Platinum Falcon, pursuant to the Additional Letter Agreement, will be permitted to transfer all or a portion of its Original BDC Shares to affiliates that are directly or indirectly wholly owned by the Government of the Emirate of Abu Dhabi (“Permitted Affiliates”), provided that any such Permitted Affiliate agrees to the same obligations as Platinum Falcon under the governing documents of the Issuer and the Additional Letter Agreement, and, in the case that Platinum Falcon transfers all of its Original BDC Shares to such Permitted Affiliate, the Permitted Affiliate agrees to assume such obligations of Platinum Falcon.  Following the five-year anniversary of the date of the Additional Letter Agreement or if in the reasonable opinion of Platinum Falcon compliance with relevant legal or regulatory restrictions resulting from Platinum Falcon’s ownership of 5% or more of the Common Shares would cause a material and adverse legal, regulatory, tax or other similar consequence (a “Material Adverse Effect”) for Platinum Falcon, Platinum Falcon may transfer its Original BDC Shares to (a) up to three institutional investors in one or more privately negotiated transactions or (b) solely in the case of a Material Adverse Effect, to one or more institutional investors in order to cure the Material Adverse Effect, provided that such institutional investors agree to be subject to the transfer restrictions of the Additional Letter Agreement (an “Institutional Investor Transfer”).  In connection with an Institutional Investor Transfer, the Adviser agreed to use its commercially reasonable efforts, subject to applicable law, to find institutional investor purchasers for such Original BDC Shares, provided that the Adviser will not be obligated to do so more than once in any 12-month period or in any 12-month period following the closing of any Institutional Investor Transfer.

If a Listing has not occurred prior to the seven-year anniversary of the initial Drawdown of the Issuer (the “Liquidity Event Date”), the Adviser agreed in the Additional Letter Agreement to use commercially reasonable efforts, in a manner consistent with its duties to the Issuer, to cause the implementation of a liquidity event for the Issuer, in particular (i) consummating a Listing, (ii) commencing a general or limited issuer tender offer program in which each shareholder of the Issuer is given the opportunity to tender Common Shares at a per share price based on the Issuer’s net asset value or other applicable measurement (a “Tender Offer Program”), and/or (iii) winding down the Issuer.  In the event that the Issuer elects to implement a Tender Offer Program in the form of a limited Tender Offer Program, the Adviser will use commercially reasonable efforts, in a manner consistent with its duties to the Issuer, to provide that such Tender Offer Program be for 5% of the Issuer’s issued and outstanding shares per quarter.  Further, starting on the Liquidity Event Date, Platinum Falcon will be permitted to transfer its Original BDC Shares to the Issuer in connection with any Tender Offer Program.  Following the 10-year anniversary of the date of the Additional Letter Agreement, Platinum Falcon will be permitted to transfer its Original BDC Shares in each calendar quarter to (a) the Issuer in any periodic tender offer or otherwise, or (b) to any third-party reasonably acceptable to the Adviser and the Issuer.

The Voting Trust Agreement is filed as Exhibit 99.3 and is incorporated herein by reference.

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 as of April 30, 2024

	By:	/s/ Mubarak Awad Qanazel AlAmeri
	Name:	Mubarak Awad Qanazel AlAmeri
	Title:	Authorized Signatory

Schedule 1 sets forth the Managing Director and the members of the Investment Committee of ADIA.

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the Common Shares of Beneficial Interest, par value $0.001 per share, of Overland Advantage. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

EXECUTED as of this 30th day of April, 2024.

VOTING TRUST AGREEMENT

THIS VOTING TRUST AGREEMENT (this “Agreement”) is made and entered into effective for all purposes and in all respects as of September 21, 2023 by and among Delaware Trust Company, as trustee (the “Trustee” or any successor thereto), Platinum Falcon B 2018 RSC Limited, including its successors and assigns by operation of law (the “Purchaser”), and Glass, Lewis & Co., LLC (the “Voting Consultant” or any successor thereto).

WHEREAS, the Purchaser is or will be the legal and Beneficial Owner of common shares of beneficial interest (“BDC Shares”) of Overland Advantage, a Delaware statutory trust (the “Company”), pursuant to the terms of the Subscription Agreement among the Purchaser, the Company and the other parties thereto (the “Subscription Agreement”);

WHEREAS, the Purchaser desires to transfer and assign irrevocably to the Trustee, and the Trustee desires to accept such transfer and assignment of, the right to vote and consent for the Purchaser in connection with all of its voting and consent rights and responsibilities, as set forth in Section 1 of this Agreement, as the Beneficial Owner of (i) BDC Shares acquired by the Purchaser pursuant to the Subscription Agreement in excess of 4.9% of the outstanding BDC Shares of the Company (such BDC Shares in excess of 4.9% of the outstanding BDC Shares of the Company, when owned by the Purchaser, the “Subject Shares”) and (ii) any additional BDC Shares of which the Purchaser becomes the Beneficial Owner of during the term of this Agreement in excess of 4.9% of the outstanding BDC Shares of the Company (any such additional BDC Shares when so acquired and when owned by the Purchaser will become a part of the “Subject Shares” covered by this Agreement);

WHEREAS, the Voting Consultant shall analyze any matters requiring the owner of Subject Shares to vote or consent in its capacity as an equity holder (whether at a meeting or via a consent solicitation), and shall provide a recommendation to the Trustee of how to vote or consent with respect to such voting or consent matters;

WHEREAS, the Voting Consultant and the Trustee are each Independent of the Purchaser; and

WHEREAS, the parties hereto desire to set forth in writing their understandings and agreements.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises hereinafter set forth and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending legally and equitably to be bound, hereby agree as follows:

1.         Creation of Trust

The Purchaser hereby irrevocably transfers and assigns to the Trustee, and the Trustee hereby accepts the transfer and assignment of, the right to vote and consent for the Purchaser in connection with all of its voting and consent rights and responsibilities as Beneficial Owner of the Subject Shares with respect to the following matters (collectively, the “Voting Matters”):

(a) any matters that holders of BDC Shares are entitled to vote on under the Investment Company Act of 1940, as amended (the “1940 Act”), including but not limited to the election of directors, changes in the Company's election to operate as a business development company, changes in fundamental policies and approval of advisory agreements; and

(b) such other matters that are submitted to a vote of holders of BDC Shares of the Company pursuant to the declaration of trust or bylaws of the Company, state law or otherwise.

In order to effect the transfer of voting and consent rights with respect to the Voting Matters, the Purchaser hereby irrevocably appoints and constitutes the Trustee as its attorney-in-fact and grants the Trustee one or more irrevocable proxies with respect to the Voting Matters and further agrees to renew any such proxies that may lapse by their terms while the Subject Shares are still subject to this Agreement.

[BDC Voting Trust Agreement Signature Page]