Oaktree Vehicle to Sell 14.16M TORM (TRMD) Shares for $311.4M

Rhea-AI Filing Summary

OCM Njord (an Oaktree-related vehicle) filed Amendment No. 17 to its Schedule 13D for TORM plc Class A shares reporting beneficial ownership of 40,581,120 Class A Shares, equal to 41.43% of the Class A shares based on 97,952,429 outstanding Class A shares as of June 4, 2025. The amendment discloses a signed Sale and Purchase Agreement dated September 11, 2025 under which OCM Njord agreed to sell 14,156,061 Class A Shares to Hafnia Limited at $22.00 per share for aggregate proceeds of $311,433,342. Closing is expected before February 11, 2026 and is conditioned on board nominee appointments, certain regulatory approvals (including Brazil and Denmark), antitrust and foreign direct investment clearances, and restrictions on material transactions by the issuer prior to closing.

Positive

• Large, defined sale: The agreement specifies sale of 14,156,061 shares at $22.00 each for $311,433,342, providing clear liquidity and proceeds terms.
• Governance clarity: The agreement contemplates appointment of a nominee as director and chair, which clarifies intended post-transaction governance structure.
• Standard regulatory protections: Conditions include antitrust and foreign direct investment clearances, aligning with customary protections for cross-border transactions.

Negative

• Material reduction in stake: The sale would reduce the reporting persons’ economic exposure by the sold block (14,156,061 shares), impacting their relative influence.
• Execution risk: Closing is conditional on multiple regulatory approvals in jurisdictions including Brazil and Denmark, creating timing and outcome uncertainty.
• Pre-closing covenants constrain issuer: Undertakings to avoid certain transactions or transfers of value before closing could limit issuer flexibility and corporate actions in the interim.

Insights

M&A Specialist

TL;DR: A large block sale (14.16M shares) to Hafnia reduces Oaktree’s stake and gives Hafnia potential board control via a nominee and chair appointment.

The Sale and Purchase Agreement is a material disposition of equity representing roughly 14.4% of the Class A base (14,156,061 of 97,952,429). The price of $22.00 per share and the size of proceeds ($311.4m) are substantive. Conditionality around a director nomination and chair appointment suggests governance influence for the buyer post-closing. The regulatory and antitrust conditions add execution risk and timing uncertainty but are typical for cross-border transactions of this scale.

Corporate Governance Expert

TL;DR: Transaction includes explicit governance arrangements and pre-closing covenants limiting issuer actions that protect buyer value.

The agreement requires the issuer to permit appointment of a nominee selected by OCM Njord in consultation with Hafnia as both director and board chair, a meaningful governance change if implemented. The issuer also undertook to avoid approving transactions that would materially transfer value among shareholders before closing, which preserves the economic position for the purchaser. These provisions are governance-forward and likely to alter board dynamics if consummated.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did OCM Njord disclose in the Schedule 13D/A for TORM plc (TRMD)?

OCM Njord disclosed a Sale and Purchase Agreement to sell 14,156,061 Class A Shares to Hafnia Limited at $22.00 per share for aggregate proceeds of $311,433,342.

How much of TORM plc’s Class A stock does the reporting group beneficially own according to the amendment?

The reporting persons state beneficial ownership of 40,581,120 Class A Shares, representing 41.43% of the Class A shares based on 97,952,429 outstanding Class A shares.

When is the sale expected to close and what conditions apply?

The closing is expected before February 11, 2026 and is conditioned on board nominee appointments, regulatory approvals (including Brazil and Denmark), antitrust and foreign direct investment clearances, and expiration or termination of waiting periods.

Does the agreement include governance provisions?

Yes. It requires appointment of a nominee, selected by OCM Njord in consultation with Hafnia, as both a director of the issuer and chair of the issuer’s board, subject to the closing.

Are there restrictions on issuer actions before closing?

The issuer agreed to use reasonable endeavors to avoid approving transactions that would result in a material transfer of value among shareholders or to shareholders, with specific monetary thresholds noted in the agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/15/2025 - 05:12 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 17)

TORM plc

(Name of Issuer)

Class A common shares, par value $0.01 per share

(Title of Class of Securities)

G89479102

(CUSIP Number)

Richard Ting
Oaktree Capital Management, L.P., 333 S. Grand Avenue, 28th Floor
Los Angeles, CA, 90071
(213) 830-6300

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

09/11/2025

(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.

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).

SCHEDULE 13D

CUSIP No. G89479102

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)

6

Citizenship or place of organization

LUXEMBOURG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 40,581,120.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 40,581,120.00

11

Aggregate amount beneficially owned by each reporting person

40,581,120.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

41.43 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percent of class is calculated based on 97,952,429 shares of Class A common stock, par value $0.01 per share (the "Class A Shares") outstanding as of June 4, 2025, as reported in Exhibit 99.1 to the Issuer's Form 6-K filed with the Securities and Exchange Commission on June 4, 2025 (the "Form 6-K").

SCHEDULE 13D

CUSIP No. G89479102

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)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 40,581,120.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 40,581,120.00

11

Aggregate amount beneficially owned by each reporting person

40,581,120.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

41.43 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percent of class is calculated based on 97,952,429 Class A Shares outstanding as of June 4, 2025, as reported in the Issuer's Form 6-K.

SCHEDULE 13D

CUSIP No. G89479102

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 40,581,120.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 40,581,120.00

11

Aggregate amount beneficially owned by each reporting person

40,581,120.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

41.43 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The percent of class is calculated based on 97,952,429 Class A Shares outstanding as of June 4, 2025, as reported in the Issuer's Form 6-K.

SCHEDULE 13D

CUSIP No. G89479102

1

Name of reporting person

Oaktree Capital Group Holdings 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)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 40,581,120.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 40,581,120.00

11

Aggregate amount beneficially owned by each reporting person

40,581,120.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

41.43 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The percent of class is calculated based on 97,952,429 Class A Shares outstanding as of June 4, 2025, as reported in the Issuer's Form 6-K.

SCHEDULE 13D

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: Birchin Court, 20 Birchin Lane, London, UNITED KINGDOM , EC3V 9DU.
Item 1 Comment: This Amendment No. 17 ("Amendment No. 17") is being filed by the undersigned to amend the 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 and Amendment No. 16 thereto filed September 5, 2025 (the "Original 13D," and together with Amendment No. 17, the "Schedule 13D") with respect to the Class A Shares of the Issuer. Except as specifically provided herein, this Amendment No. 17 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms not otherwise defined in this Amendment No. 17 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 Birchin Court, 20 Birchin Lane, London, EC3V 9DU, United Kingdom.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented to include the following at the end thereof: On September 11, 2025, OCM Njord Holdings S.a r.l. ("OCM Njord") entered into a sale and purchase agreement dated September 11, 2025 (the "Sale and Purchase Agreement") by and between OCM Njord and Hafnia Limited ("Hafnia" and together with OCM Njord, the "Parties"). Pursuant to the Sale and Purchase Agreement, Hafnia has agreed to buy 14,156,061 Class A Shares (the "Sale Shares") from OCM Njord, at a price of $22.00 per Sale Share, or $311,433,342 in aggregate cash proceeds to OCM Njord (the "Purchase"). The closing of the Purchase is expected to occur before February 11, 2026 (the "Closing"). The Purchase is subject to certain closing conditions, including, but not limited to, (i) the appointment of a nominee, selected by OCM Njord in consultation with Hafnia, as both a director of the Issuer and chair of the Issuer's board of directors, which shall include circumstances where such appointments are made conditional upon and/or are expressed to take effect from or immediately after Closing, (ii) that no new material transactions or arrangements concerning the Issuer that are not on arm's-length terms and with a value in excess of US$1,000,000.00 or in the event of multiple transactions, an aggregate value in excess of US$5,000,000.00, are approved or implemented between the date of the Sale and Purchase Agreement and Closing, (iii) receipt of regulatory approval in Brazil and foreign direct investment authorization in Denmark and (iv) the expiration or early termination of any applicable waiting periods and/or the receipt, approval or clearance by Hafnia under any applicable antitrust law and/or any applicable foreign direct investment law of any jurisdiction and/or pursuant to any other regulatory regime requiring review and approval required by any applicable governmental agency or authority in any jurisdiction. The Issuer also provided certain undertakings to use all reasonable endeavours to procure that no transaction or arrangement is approved or implemented between the date of the Sale and Purchase Agreement and Closing that would result in a material transfer of value (directly or indirectly) from the Issuer to its shareholders or among the Issuer's shareholders other than for the benefit of Hafnia (excluding dividends, distributions or other returns of value expressly covered by Clauses 2.4 and 2.5 of the Sale and Purchase Agreement), including, without limitation, spin-outs, demergers, share splits, reclassification of rights of existing share classes or creation of new share classes. The foregoing description of the Sale and Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sale and Purchase Agreement, a copy of which is attached hereto as Exhibit A and which is incorporated by reference herein.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information contained in Item 4 is hereby incorporated by reference to this Item 6.
Item 7.	Material to be Filed as Exhibits.
	Exhibit A Sale and Purchase Agreement, dated as of September 11, 2025, by and between OCM Njord Holdings S.a r.l. and Hafnia Limited.

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.

OCM NJORD HOLDINGS S.A R.L

Signature:	/s/ Martin Eckel
Name/Title:	Martin Eckel / Manager
Date:	09/15/2025

OAKTREE CAPITAL MANAGEMENT GP, LLC

Signature:	/s/ Henry Orren
Name/Title:	Henry Orren / Senior Vice President
Date:	09/15/2025

Oaktree Capital Holdings, LLC

Signature:	/s/ Henry Orren
Name/Title:	Henry Orren / Senior Vice President
Date:	09/15/2025

Oaktree Capital Group Holdings GP, LLC

Signature:	/s/ Henry Orren
Name/Title:	Henry Orren / Senior Vice President
Date:	09/15/2025