Filing Details

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

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

 

(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. o

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 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.

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).

 

 

 

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This Amendment No. 1 to Schedule 13D relates to ordinary shares, par value $0.001 per share (Ordinary Shares), of OM Asset Management plc, a company incorporated and registered in England and Wales (the Issuer), and amends and supplements the initial statement on Schedule 13D filed on May 22, 2017 (collectively, the Schedule 13D).  Except as otherwise specified in Amendment No. 1, all items in the original Schedule 13D are unchanged. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the original Schedule 13D.

 

Item 3.                                 Source and Amount of Funds or Other Consideration.

 

Item 3 of the Schedule 13D is hereby amended and restated as follows:

 

The aggregate amount of funds used by HNA Eagle to purchase from Old Mutual (as defined below) and OM Group UK (as defined below) the 11,414,676 Tranche 1 Shares (as defined below) was $174,644,542.80, and the aggregate amount of funds used by HNA Eagle to purchase from Old Mutual and OM Group UK the 15,960,553 Tranche 2 Shares (as defined below) was $251,378,709.75. The source of funds used in connection with the purchase of the Tranche 1 Shares and Tranche 2 Shares was funds of HNA Eagle and its affiliates available for investment and, as more fully described in Item 6 below, proceeds from a margin loan facility pursuant to the Margin Loan Documentation (as defined below).

 

Item 4.                                 Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby amended and restated as follows:

 

The purpose of the transactions described in this Statement is for the Reporting Persons to acquire a strategic minority interest in the Issuer. The Reporting Persons intend to routinely review their investment in the Issuer. The Reporting Persons may communicate with the board of directors of the Issuer (the Board), members of management and/or other shareholders from time to time with respect to operational, strategic, financial or governance matters, or otherwise work with management and the Board with a view to maximizing shareholder value. Subject to the restrictions contained in the Share Purchase Agreement (as defined below) and described in Item 6 hereof, the Reporting Persons may seek to sell or otherwise dispose of some or all of the securities of the Issuer from time to time and/or may seek to acquire additional securities of the Issuer (which may include rights or securities exercisable or convertible into securities of the Issuer) from time to time, in each case, in open market or private transactions, block trades or otherwise. Subject to the Share Purchase Agreement, any transaction that any of the Reporting Persons may pursue may be made at the time and from the time to time without prior notice and will depend on a variety of factors, including, without limitation, the price and availability of the Issuers securities, subsequent developments affecting the Issuer, the Issuers business and the Issuers prospects, other investments and business opportunities available to such Reporting Persons, general industry and economic conditions, the securities markets in general, tax considerations and other factors deemed relevant by such Reporting Persons. Notwithstanding anything contained herein, the Reporting Persons specifically reserve the right to change their intention with respect to any or all of such matters.

 

Pursuant to the terms of the Share Purchase Agreement, on May 24, 2017 Old Mutual designated Dr. Guang Yang, an individual selected by HNA Capital, to be appointed to the Issuers Board until the earlier of the Tranche 2 (as defined below) closing and the termination of the Share Purchase Agreement prior to the Tranche 2 closing.

 

As more fully described in Item 6 below, HNA Capital acquired an additional number of shares representing, together with the interests acquired in Tranche 1, an aggregate of approximately 24.9% of the economic and voting power of the outstanding Ordinary Shares.

 

Pursuant to the terms of the Share Purchase Agreement, upon the closing of Tranche 2, Old Mutual and OM Group UK assigned to HNA Eagle the right to designate two directors to the Issuers Board. HNA Eagle intends to exercise this right and designate two directors to the Board. Following such designation, HNA Capitals designees to the Board, may, in such capacity, have influence over corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

 

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The Reporting Persons do not have any other present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although the Reporting Persons, at any time and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence the Board or management of the Issuer with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer or other persons.

 

The information set forth in Item 6 of this Statement is incorporated herein by reference.

 

Item 5.                                 Interest in Securities of the Issuer.

 

Items (a)-(c) are hereby amended and restated as follows:

 

(a) and (b) The responses of the Reporting Persons to Rows 7 through 13 of the cover pages of this Statement are incorporated herein by reference. As of the date hereof, HNA Eagle is the direct owner of and may be deemed to have shared voting and dispositive power with respect to, and each other Reporting Person may be deemed to beneficially own and have shared voting and dispositive power with respect to, 27,375,229 Ordinary Shares, representing approximately 24.9% of the outstanding Ordinary Shares (such percentage being based on 109,720,358 Ordinary Shares outstanding as of November 6, 2017, as set forth in the Issuers Quarterly Report for the quarterly period ended September 30, 2017, filed on November 9, 2017).

 

To the knowledge of the Reporting Persons, none of the persons set forth on Schedule A attached hereto beneficially owns any Ordinary Shares.

 

(c) Except as set forth below and elsewhere in this Schedule 13D, no Reporting Person or, to the best knowledge of the Reporting Persons, any other person identified on Schedule A hereto, has effected any transaction in the Ordinary Shares in the 60 days preceding the date hereof.

 

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

 

Item 6 of the Schedule 13D is hereby amended and restated as follows:

 

The Transaction

 

On March 24, 2017, HNA Capital entered into a share purchase agreement with Old Mutual plc, a company incorporated and registered in England and Wales with company number 3591559 (Old Mutual), and OM Group (UK) Limited, a company incorporated and registered in England and Wales with company number 3591572 (OM Group UK) (as it may be amended from time to time, the Share Purchase Agreement).  Pursuant to an assignment agreement, dated May 11, 2017, HNA Capital assigned its rights to acquire the Tranche 1 Shares and Tranche 2 Shares to HNA Eagle.

 

Pursuant to the Share Purchase Agreement, HNA Eagle (i) acquired from OM Group UK 11,414,676 Ordinary Shares, representing approximately 10.40% of the Ordinary Shares outstanding Ordinary Shares for $15.30 per share (such Ordinary Shares, the Tranche 1 Shares and such sale and purchase, Tranche 1), and (ii) acquired from OM Group UK an additional 15,960,553 Ordinary Shares for $15.75 per share, that, with the Tranche 1 Shares, equal 24.9% of the economic and voting power of the outstanding Ordinary Shares (such additional Ordinary Shares, the Tranche 2 Shares and such sale and purchase, Tranche 2).

 

Tranche 1 was consummated on May 12, 2017 and Tranche 2 was consummated on November 10, 2017. The aggregate Tranche 1 purchase price was $174,644,542.80 (which amounts includes a deposit in the amount of $20,000,000 that HNA Capital delivered to OM Group UK concurrently with the execution and delivery of the Share Purchase Agreement) and the aggregate Tranche 2 purchase price was $251,378,709.75.

 

The Share Purchase Agreement entered into in connection with the transactions described in this Schedule includes the terms described below.

 

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Restrictions on Sale and Acquisitions

 

From the Tranche 1 closing date on May 12, 2017 until the earlier of (x) the date that OM Group UK ceases to own at least 10% of the outstanding Ordinary Shares (or depositary receipts representing such shares), and (y) the one year anniversary of the Tranche 2 closing date, HNA Eagle or any permitted assignee of HNA Eagles rights will be restricted from selling, transferring or otherwise disposing of the Tranche 1 Shares or Tranche 2 Shares.

 

Board Representation

 

Pursuant to the terms of the Share Purchase Agreement, on May 24, 2017, Old Mutual designated Dr. Guang Yang, an individual selected by HNA Capital, to be appointed to the Issuers Board until the earlier of the Tranche 2 closing and the termination of the Share Purchase Agreement prior to the Tranche 2 closing.

 

Pursuant to the terms of the Share Purchase Agreement, upon consummation of Tranche 2, Old Mutual and OM Group UK assigned to HNA Eagle the right under the shareholder agreement, dated as of October 8, 2014, among Old Mutual, OM Group UK and the Issuer (the Shareholder Agreement) to designate two directors to the Board. The Reporting Persons intend to exercise this right and designate two directors to the Board.

 

Assignment of certain rights under Shareholder Agreement

 

In addition to assigning its right to designate two directors to the Issuers Board, pursuant to the terms of the Share Purchase Agreement, Old Mutual and OM Group UK assigned to HNA Eagle, effective as of the Tranche 2 closing, all of their other rights that are assignable under the Shareholder Agreement, except for certain limited rights that Old Mutual and OM Group UK are retaining.

 

Assignment of Registration Rights

 

Pursuant to the Share Purchase Agreement, effective as of the Tranche 1 closing, Old Mutual and OM Group UK assigned to HNA Eagle, registration rights with respect to the Tranche 1 Shares and, effective as of the Tranche 2 closing, Old Mutual and OM Group UK assigned to HNA Eagle, registration rights with respect to the Tranche 2 Shares pursuant to the Registration Rights Agreement, dated as of October 8, 2014, by and among the Issuer, Old Mutual and OM Group UK (the Registration Rights Agreement). HNA Eagle has unlimited piggyback registration rights in any offering by the Issuer with respect to the Tranche 1 Shares and Tranche 2 Shares.

 

Registration rights assigned to HNA Eagle will be transferable to a subsequent transferee who acquires registrable securities representing at least 7% of the outstanding Ordinary Shares of the Issuer.

 

Margin Loan Facility

 

HNA Eagle has entered into a Margin Loan Agreement dated as of May 11, 2017 (as amended from time to time, the Loan Agreement) with the lenders party thereto (each, a Lender and collectively, the Lenders) and JPMorgan Chase Bank, N.A., London Branch, as administrative agent and calculation agent (the Administrative Agent).

 

In connection with the Loan Agreement, (i) HNA Eagle has entered into a Pledge and Security Agreement dated as of May 11, 2017, with the Administrative Agent and the Lenders party thereto (the Pledge and Security Agreement); (ii) HNA Eagle entered into Account Control Agreements dated as of May 11, 2017 with Deutsche Bank Trust Company Americas, as intermediary, and each Lender, respectively (together, the Control Agreements); (iii) the Issuer has entered into issuer agreements dated as of May 11, 2017, with each Lender, respectively, and the Administrative Agent (together, the Issuer Agreements); and (iv) HNA Eagle has entered into settlement agreements, dated as of May 11, 2017 and as of November 9, 2017, by and among the Lenders, Old Mutual, OM Group UK and each other party thereto (the Settlement Agreements, and together with the Loan Agreement, the Pledge and Security Agreements, the Control Agreements and the Issuer Agreement, and any borrowing notice and each agreement or instrument delivered pursuant to the foregoing or pursuant to the security interests and collateral granted in accordance with the foregoing, the Margin Loan Documentation).

 

As of November 10, 2017, HNA Eagle has borrowed an aggregate of $190,500,000.00 (not including any interest paid in kind) under the Loan Agreement. Pursuant to the Pledge and Security Agreement, HNA Eagles obligations under the Loan Agreement are secured by a pledge of Ordinary Shares owned by HNA Eagle. As of November 10, 2017, HNA Eagle has pledged 27,375,229 Ordinary Shares (the Pledged Shares).

 

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The loans under the Loan Agreement mature on or about November, 2020, subject to any mutually agreed extension. Upon the occurrence of certain events that are customary for these type of loans, the Lenders may exercise their rights to require HNA Eagle to pre-pay the loan proceeds or post additional collateral, and the Lenders may exercise their rights to foreclose on, and dispose of, the Pledged Shares and other collateral, in each case, in accordance with the Margin Loan Documentation.

 

The descriptions of the Share Purchase Agreement, Registration Rights Agreement and Loan Agreement contained in this Item 6 are not intended to be complete and are qualified in their entirety by reference to such agreements, each of which is attached hereto as an exhibit and incorporated herein by reference.

 

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Statement and any amendment or amendments thereto, a copy of which is attached hereto as an exhibit and incorporated herein by reference.

 

The information set forth in Item 4 of this Statement is incorporated herein by reference.

 

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SIGNATURES

 

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

 

Dated: November 14, 2017
	HNA Group Co., Ltd.
	By:		/s/ Guang Yang
	Name:			Guang Yang
	Title:			Chief Executive Officer, HNA Capital (U.S.) Holding LLC (Authorized Signatory)
	HNA Capital Group Co., Ltd.
	By:		/s/ Guang Yang
	Name:			Guang Yang
	Title:			Chief Executive Officer, HNA Capital (U.S.) Holding LLC (Authorized Signatory)
	HNA Capital (Hong Kong) Holding Co., Ltd.
	By:		/s/ Guang Yang
	Name:			Guang Yang
	Title:			Chief Executive Officer, HNA Capital (U.S.) Holding LLC (Authorized Signatory)
	Aleron Investments, Ltd.
	By:		/s/ Guang Yang
	Name:			Guang Yang
	Title:			Chief Executive Officer, HNA Capital (U.S.) Holding LLC (Authorized Signatory)
	HNA Capital (U.S.) Holding LLC
	By:		/s/ Guang Yang
	Name:			Guang Yang
	Title:			Chief Executive Officer
	HNA Eagle Holdco LLC
	By:		/s/ Guang Yang
	Name:			Guang Yang
	Title:			Chief Executive Officer

 

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Schedule A

 

1.                   HNA Group Co., Ltd.

 

The name, country of citizenship and current principal occupation of each director and executive officer of HNA Group Co., Ltd. (HNA Group), are set forth below. Unless otherwise indicated, each occupation set forth opposite an individuals name refers to HNA Group. The business address of each director and executive officer is HNA Building, No. 7, Guoxing Road, Haikou, Hainan Province, the Peoples Republic of China. Unless otherwise indicated below, all of the persons listed below are citizens of the Peoples Republic of China. Directors are identified by an asterisk.

 

Name		Current Principal Occupation or Employment
Wang Jian*		Chairman of the Board of Directors
Chen Feng*		Co-Chairman of the Board of Directors
Tan Xiangdong*		Vice Chairman of the Board of Directors and CEO; Chairman of the Board of Directors of HNA Innovation Finance Group Co., Ltd. (United States citizen)
Li Xianhua*		Executive Chairman of the Board of Directors
Chen Wenli*		Vice Chairman of the Board of Directors; Chairman of the Board of Directors of HNA Aviation Group Co., Ltd.
Zhang Ling*		Deputy CEO of HNA Group Co., Ltd.
Lu Ying*		Vice Chairman of the Board of Directors
Huang Qijun*		Chairman of the Board of Directors of HNA Holding Group Co., Ltd.
Zhao Quan*		Chairman and CEO of HNA Tourism Group Co., Ltd.
Tang Liang*		Chairman of the Board of Directors of HNA Capital Group Co., Ltd.
Tong Fu*		Chairman of the Board of Directors of HNA Technology Logistics Group Co., Ltd.
Wang Shuang		CIO of HNA Group Co., Ltd.
Gao Jian		COO of HNA Group Co., Ltd.
Xu Zhoujin		CFO of HNA Group Co., Ltd.

 

2.                   HNA Capital Group Co., Ltd.

 

The name, country of citizenship and current principal occupation of each director and executive officer of HNA Capital Group Co., Ltd. (HNA Parent), are set forth below. Each occupation set forth opposite an individuals name refers to HNA Parent. The business address of each director and executive officer is HNA Building, No. 7, Guoxing Road, Haikou, Hainan Province, the Peoples Republic of China. Unless otherwise indicated below, all of the persons listed below are citizens of the Peoples Republic of China. Directors are identified by an asterisk.

 

Name		Current Principal Occupation or Employment
Tang Liang*		Chairman of the Board of Directors of HNA Capital Group Co., Ltd.
Xu Gang*		Director and Vice Chairman of HNA Capital Group Co., Ltd.
Jin Chuan*		CEO of HNA Capital Group Co., Ltd.
Jin Xi		CIO of HNA Capital Group Co., Ltd.
Zheng Hong*		COO of HNA Capital Group Co., Ltd.
Wang Shuai		Chief Innovation Officer of HNA Capital Group Co., Ltd.
Ren Kai		CFO of HNA Capital Group Co., Ltd.
Sun Zhikun*		CHO of HNA Capital Group Co., Ltd.
Tong Zhisheng		VCFO of HNA Capital Group Co., Ltd.

 

3.                   HNA Capital (Hong Kong) Holding Co., Ltd.

 

The name, country of citizenship and current principal occupation of the directors of HNA Capital (Hong Kong) Holding Co., Ltd. (HNA HK), are set forth below. The business address of the directors is 23/F., Arion Commercial Centre, 2-12 Queens Road West, Hong Kong. The directors are citizens of the Peoples Republic of China.

 

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Name		Current Principal Occupation or Employment
Zheng Hong		COO of HNA Capital Group
Sun Zhikun		CHO of HNA Capital Group
Tong Zhisheng		VCFO of HNA Capital Group

 

4.                   Aleron Investments, Ltd.

 

The name, country of citizenship and current principal occupation of the directors of Aleron Investments, Ltd. (Aleron) are set forth below. The business address of the directors is 23/F HNA Plaza, Jia No. 26 Xiaoyun Road, Chaoyang District, Beijing P.R. China, 100125. The directors are citizens of the Peoples Republic of China.

 

Name		Current Principal Occupation or Employment
Ren Kai		CFO of HNA Capital Group Co., Ltd.
Tong Zhisheng		VCFO of HNA Capital Group Co., Ltd.

 

5.                   HNA Capital (U.S.) Holding LLC

 

The name, country of citizenship and current principal occupation of the sole director and executive officer of HNA Capital (U.S.) Holding LLC (HNA Capital) are set forth below. The business address of the sole director and executive officer is 245 Park Avenue 40th Floor, New York, NY 10167. The sole director and executive officer is a citizen of the United States.

 

Name		Current Principal Occupation or Employment
Yang Guang		CEO of HNA Capital (U.S.) Holding LLC; Director

 

6.                   HNA Eagle Holdco LLC

 

The name, country of citizenship and current principal occupation of each director and executive officer of HNA Eagle Holdco LLC (HNA Eagle), are set forth below. The business address of each director and executive officer is 245 Park Avenue 40th Floor, New York, NY 10167. Unless otherwise indicated below, all of the persons listed below are citizens of the Peoples Republic of China. Directors are identified by an asterisk.

 

Name		Current Principal Occupation or Employment
Yang Guang*		CEO of HNA Eagle Holdco LLC (United States citizen)
Xian Qin		Treasurer

 

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