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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 26)*
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TORM plc (Name of Issuer) |
Class A common shares, par value $0.01 per share (Title of Class of Securities) |
(CUSIP Number) |
Martin Boskovich Oaktree Capital Management, L.P., 333 S. Grand Avenue, 28th Floor Los Angeles, CA, 90071 (213) 830-6759 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/06/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
OCM NJORD HOLDINGS S.A R.L. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
LUXEMBOURG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
OAKTREE CAPITAL MANAGEMENT GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
OAKTREE CAPITAL HOLDINGS, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A common shares, par value $0.01 per share | |
| (b) | Name of Issuer:
TORM plc | |
| (c) | Address of Issuer's Principal Executive Offices:
4th Floor, 120 Cannon Street, London,
UNITED KINGDOM
, EC4N 6AS. | |
Item 1 Comment:
This Amendment No. 26 ("Amendment No. 26") amends and supplements the statement on Schedule 13D filed by the Reporting Persons on February 5, 2018, as amended by Amendment No. 1 thereto filed March 27, 2020, Amendment No. 2 thereto filed May 19, 2020, Amendment No. 3 thereto filed June 5, 2020, Amendment No. 4 thereto filed June 17, 2020, Amendment No. 5 thereto filed September 14, 2020, Amendment No. 6 thereto filed April 26, 2023, Amendment No. 7 thereto filed June 12, 2023, Amendment No. 8 thereto filed December 4, 2023, Amendment No. 9 thereto filed January 9, 2024, Amendment No. 10 thereto filed January 18, 2024, Amendment No. 11 thereto filed March 14, 2024, Amendment No. 12 thereto filed April 8, 2024, Amendment No. 13 thereto filed June 3, 2024, Amendment No. 14 thereto filed October 3, 2024, Amendment No. 15 thereto filed March 18, 2025, Amendment No. 16 thereto filed September 5, 2025, Amendment No. 17 thereto filed September 15, 2025, Amendment No. 18 thereto filed September 29, 2025, Amendment No. 19 thereto filed November 17, 2025, Amendment No. 20 thereto filed December 23, 2025, Amendment No. 21 thereto filed January 8, 2026, Amendment No. 22 thereto filed March 6, 2026, Amendment No. 23 thereto filed June 23, 2026, Amendment No. 24 thereto filed September 16, 2026, and Amendment No. 25 thereto filed September 24, 2026 (the "Original 13D," and together with Amendment No. 26, the "Schedule 13D") with respect to the Class A Shares of the Issuer. Except as specifically provided herein, this Amendment No. 26 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms not otherwise defined in this Amendment No. 26 shall have the same meanings ascribed thereto in the Schedule 13D. The Issuer is a foreign private issuer as defined in Rule 3b-4 of the Act and its principal executive offices are at 4th Floor, 120 Cannon Street, London, EC4N 6AS, United Kingdom. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended to incorporate the following at the end thereof:
On October 6, 2026, Njord Luxco entered into an underwriting agreement dated October 6, 2026 (the "October 2026 Underwriting Agreement") by and among Njord Luxco, the Issuer, and J.P. Morgan Securities LLC (the "Underwriter") for the sale by Njord Luxco of 6,329,874 Class A Shares (the "Initial Shares") to the Underwriter at a price of $39.845 per share, or $252,213,829.53 in aggregate proceeds to Njord Luxco before expenses (the "October 2026 Block Trade"). The closing of the sale of the Initial Shares by Njord Luxco to the Underwriter pursuant to the Underwriting Agreement occurred on October 7, 2026.
In connection with the execution of the Underwriting Agreement for the October 2026 Block Trade, Njord Luxco and certain other persons entered into customary "lock-up" agreements with the Underwriter, dated October 6, 2026 (the "October 2026 Lock-up Agreements"), pursuant to which Njord Luxco and certain other persons generally agreed, subject to certain exceptions, not to sell, transfer, or otherwise dispose of any Class A Shares or securities convertible into, or exchangeable or exercisable for, Class A Shares, during the period commencing on October 6, 2026 and ending on November 13, 2026, without prior written consent from the Underwriter.
The foregoing descriptions of the October 2026 Underwriting Agreement and the October 2026 Lock-up Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the October 2026 Underwriting Agreement, a copy of which is attached hereto as Exhibit A, and the form of the October 2026 Lock-up Agreement attached as Exhibit E to the October 2026 Underwriting Agreement, both of which are incorporated by reference herein. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a)-(c) of the Schedule 13D is hereby amended and restated as follows and as set forth in subsections (b) and (c):
The information set forth in rows (11) and (13) of the cover pages of this Amendment No. 26 is incorporated by reference into this Item 5(a). | |
| (b) | The information set forth in rows (7) through (10) of the cover pages of this Amendment No. 26 is incorporated by reference into this Item 5(b). | |
| (c) | Except as related to the October 2026 Block Trade, the Reporting Persons have not effected any other transactions in the Class A Shares since the filing of Amendment No. 25. As a result of the October 2026 Block Trade, the Reporting Persons ceased to beneficially own any outstanding Class A Shares of the Issuer on October 7, 2026. Accordingly, the filing of this Amendment No. 26 constitutes an exit filing for the Reporting Persons. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented to incorporate by reference the information set forth in Item 4 of this Amendment No. 26. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit A Underwriting Agreement, dated as of October 6, 2026, by and among Njord Luxco, the Issuer and J.P. Morgan Securities LLC, incorporated by reference to Exhibit 1.1 to the Issuer's Form 6-K filed on October 7, 2026. | ||
| 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.
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