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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Overland Advantage (Name of Issuer) |
Common Shares of Beneficial Interest, par value $0.001 per share (Title of Class of Securities) |
000000000 (CUSIP Number) |
Turner Herbert 211 Corniche, PO Box 3600 Abu Dhabi, C0, 00000 971 2 4150000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/09/2025 (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
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| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
Abu Dhabi Investment Authority | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED ARAB EMIRATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,389,251.36 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
60.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Abu Dhabi Investment Authority (ADIA) is a public institution established in 1976 by the Government of the Emirate of Abu Dhabi (the Government) as an independent investment institution. ADIA is wholly owned and subject to constitutional supervision by the Government. ADIA has an independent legal identity with full capacity to act in fulfilling its statutory mandate and objectives.
SCHEDULE 13D
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| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
Platinum International Investment Holdings RSC Limited | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED ARAB EMIRATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,389,251.36 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
60.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
Platinum Falcon B 2018 RSC Limited | ||||||||
| 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
UNITED ARAB EMIRATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,389,251.36 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
60.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares of Beneficial Interest, par value $0.001 per share | |
| (b) | Name of Issuer:
Overland Advantage | |
| (c) | Address of Issuer's Principal Executive Offices:
375 Park Avenue, 11th Floor, New York,
NEW YORK
, 10152. | |
Item 1 Comment:
The following constitutes Amendment No. 2 ("Amendment No. 2") to the Schedule 13D filed with the Securities and Exchange Commission ("SEC") by Abu Dhabi Investment Authority ("ADIA"), Platinum International Investment Holdings RSC Limited ("Platinum Holdings") and Platinum Falcon B 2018 RSC Limited ("Platinum Falcon", and together with Platinum Holdings and ADIA, the "Reporting Persons") on April 30, 2024, as amended by Amendment No. 1 filed on October 31, 2024. This Amendment No. 2 amends and supplements the Schedule 13D as specifically set forth herein.
All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of this Schedule 13D is supplemented and superseded, as the case may be, as follows:
The information in Item 4 is incorporated herein by reference. The Common Shares of the Issuer were purchased by Platinum Falcon with the working capital of Platinum Falcon. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of this Schedule 13D is supplemented and superseded, as the case may be, as follows:
Based on information received from the Issuer, the Reporting Persons reported in Amendment No. 1 to this Schedule 13D that Platinum Falcon purchased 1,799,422.884 Common Shares pursuant to paying the Second Purchase Amount. Based on corrected information received from the Issuer, Platinum Falcon purchased 1,799,118.223 Common Shares at price per Common Share of $25.295563 pursuant to paying the Second Purchase Amount. Such corrected information is reflected in the numbers disclosed in this Amendment No. 2.
On December 16, 2024, the Issuer delivered a Drawdown Notice to Platinum Falcon to purchase Common Shares in an aggregate amount equal to $91,019,418 (the "Third Purchase Amount"). Platinum Falcon paid the Third Purchase Amount to the Issuer to purchase 3,632,414.901 Common Shares at a per share purchase price of $25.05755, with such number of shares and purchase price being determined by the Issuer on February 9, 2025. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Each of ADIA, Platinum Holdings and Platinum Falcon may be deemed to beneficially own 10,389,251.364 Common Shares of the Issuer, which represents approximately 60.7% of the Common Shares outstanding, based on 17,122,713.401 Common Shares outstanding as of February 9, 2025, based on information received from the Issuer. The Common Shares reported herein are directly held and beneficially owned by Platinum Falcon. Platinum Holdings, the sole owner of Platinum Falcon, may be deemed to beneficially own the Common Shares directly held by Platinum Falcon. ADIA, the sole owner of Platinum Holdings, may be deemed the beneficial owner of the Common Shares directly held by Platinum Falcon. | |
| (b) | Items 7 through 10 of each of the cover pages of this Schedule 13D are incorporated herein by reference. Each of the Reporting Persons may be deemed to have sole voting power over 839,012.956649 Common Shares and sole dispositive power over 10,389,251.364 Common Shares. The information in Item 4 regarding voting power over the Common Shares reported herein under the Voting Trust Agreement and the termination provisions of the Voting Trust Agreement are incorporated herein by reference. | |
| (c) | The information in Items 3 and 4 is incorporated herein by reference. Except as disclosed in this Schedule 13D, as amended, there have been no transactions by the Reporting Persons or the Scheduled Persons in the securities of the Issuer during the past sixty days. | |
| (d) | The disclosure regarding the relationship between the Reporting Persons in Item 2(c) of this Schedule 13D is incorporated herein by reference. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of this Schedule 13D is supplemented and superseded, as the case may be, as follows:
The information in Item 4 is incorporated herein by reference. | ||
| 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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