AMENDMENT NO. 7 TO SCHEDULE 13D
The following constitutes Amendment No. 7 (“Amendment No. 7”) 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 December 13, 2023, as amended by Amendment No. 1 filed on January 25, 2024, Amendment No. 2 filed on February 6, 2024, Amendment No. 3 filed on August 28, 2024, Amendment No. 4 filed on September 24, 2024, Amendment No. 5 filed on October 22, 2024, and Amendment No. 6 filed on October 30, 2024. This Amendment No. 7 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Item 3 of this Schedule 13D is supplemented and superseded, as the case may be, as follows: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 Units 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Item 4 of this Schedule 13D is supplemented and superseded, as the case may be, as follows:
On October 30, 2024, the Issuer delivered a Notice to Platinum Falcon to purchase Common Units in an aggregate amount equal to $10,000,000 (the “Eighth Purchase Amount”). Platinum Falcon paid the Eighth Purchase Amount to the Issuer to purchase 5,482.219 Common Units at a per Common Unit purchase price of $1,824.07889, with such price and number of Common Units being determined by the Issuer on November 26, 2024.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. Such information is based on 74,220.42 Common Units of the Issuer outstanding as of November 26, 2024, based on information received from the Issuer. The Common Units 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 Units directly held by Platinum Falcon. ADIA, the sole owner of Platinum Holdings, may be deemed the beneficial owner of the Common Units directly held by Platinum Falcon. The information in Item 4 regarding voting power over the Common Units 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 by reference herein.
(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.
