SC 13G: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions
Published on November 8, 2024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Loar Holdings Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
53947R105
(CUSIP Number)
September 30, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | 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 the disclosures provided in a prior cover page. |
The information required in 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).
Except as otherwise provided herein, beneficial ownership information contained herein is given as of the date listed above.
| 1 |
NAME OF REPORTING PERSONS
Abrams Capital Partners II, L.P. Abrams Capital, LLC Abrams Capital Management, LLC Abrams Capital Management, L.P. Riva Capital Partners IV, L.P. Riva Capital Management IV, LLC Riva Capital Partners V, L.P. Riva Capital Management V, LLC David Abrams |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
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| 3 | SEC USE ONLY
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Abrams Capital Partners II, L.P. - Delaware Abrams Capital, LLC - Delaware Abrams Capital Management, LLC - Delaware Abrams Capital Management, L.P. Delaware Riva Capital Partners IV, L.P. - Delaware Riva Capital Management IV, LLC Delaware Riva Capital Partners V, L.P. - Delaware Riva Capital Management V, LLC - Delaware David Abrams - United States |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
Abrams Capital Partners II, L.P. - 0 shares Abrams Capital, LLC - 0 shares Abrams Capital Management, LLC - 0 shares Abrams Capital Management, L.P. - 0 shares Riva Capital Partners IV, L.P. - 0 shares Riva Capital Management IV, LLC 0 shares Riva Capital Partners V, L.P. - 0 shares Riva Capital Management V, LLC - 0 shares David Abrams - 0 shares |
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| 6 | SHARED VOTING POWER
Abrams Capital Partners II, L.P. - 13,107,239 shares Abrams Capital, LLC - 15,452,747 shares Abrams Capital Management, LLC - 38,434,378 shares Abrams Capital Management, L.P. - 38,434,378 shares Riva Capital Partners IV, L.P. - 13,825,798 shares Riva Capital Management IV, LLC 13,825,798 shares Riva Capital Partners V, L.P. - 8,422,144 shares Riva Capital Management V, LLC - 8,422,144 shares David Abrams - 38,434,378 shares Refer to Item 4 below. |
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| 7 | SOLE DISPOSITIVE POWER
Abrams Capital Partners II, L.P. - 0 shares Abrams Capital, LLC - 0 shares Abrams Capital Management, LLC - 0 shares Abrams Capital Management, L.P. - 0 shares Riva Capital Partners IV, L.P. - 0 shares Riva Capital Management IV, LLC 0 shares Riva Capital Partners V, L.P. - 0 shares Riva Capital Management V, LLC - 0 shares David Abrams - 0 shares |
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| 8 | SHARED DISPOSITIVE POWER
Abrams Capital Partners II, L.P. - 13,107,239 shares Abrams Capital, LLC - 15,452,747 shares Abrams Capital Management, LLC - 38,434,378 shares Abrams Capital Management, L.P. - 38,434,378 shares Riva Capital Partners IV, L.P. - 13,825,798 shares Riva Capital Management IV, LLC 13,825,798 shares Riva Capital Partners V, L.P. - 8,422,144 shares Riva Capital Management V, LLC - 8,422,144 shares David Abrams - 38,434,378 shares Refer to Item 4 below. |
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| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Abrams Capital Partners II, L.P. - 13,107,239 shares Abrams Capital, LLC - 15,452,747 shares Abrams Capital Management, LLC - 38,434,378 shares Abrams Capital Management, L.P. - 38,434,378 shares Riva Capital Partners IV, L.P. - 13,825,798 shares Riva Capital Management IV, LLC 13,825,798 shares Riva Capital Partners V, L.P. - 8,422,144 shares Riva Capital Management V, LLC - 8,422,144 shares David Abrams - 38,434,378 shares Refer to Item 4 below. |
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| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ |
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| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Abrams Capital Partners II, L.P. 14.6% Abrams Capital, LLC 17.2% Abrams Capital Management, LLC 42.8% Abrams Capital Management, L.P. 42.8% Riva Capital Partners IV, L.P. 15.4% Riva Capital Management IV, LLC 15.4% Riva Capital Partners V, L.P. 9.4% Riva Capital Management V, LLC 9.4% David Abrams 42.8% Refer to Item 4 below. |
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| 12 | TYPE OF REPORTING PERSON (See Instructions)
Abrams Capital Partners II, L.P.- OO (Limited Partnership) Abrams Capital, LLC - OO ( Limited Liability Company) Abrams Capital Management, LLC - OO ( Limited Liability Company) Abrams Capital Management, L.P. - OO (Limited Partnership) Riva Capital Partners IV, L.P. - OO (Limited Partnership) Riva Capital Management IV, LLC OO (Limited Liability Company) Riva Capital Partners V, L.P. - OO (Limited Partnership) Riva Capital Management V, LLC - OO (Limited Liability Company) David Abrams - IN |
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| Item 1. | (a) Name of Issuer |
Loar Holdings Inc.
| (b) | Address of Issuers Principal Executive Offices |
20 New King Street, White Plains, New York 10604
| Item 2. | (a) Name of Person Filing |
Abrams Capital Partners II, L.P.
Abrams Capital, LLC
Abrams Capital Management, LLC
Abrams Capital Management, L.P.
Riva Capital Partners IV, L.P.
Riva Capital Management IV, LLC
Riva Capital Partners V, L.P.
Riva Capital Management V, LLC
David Abrams
| (b) | Address of Principal Business Office, or, if none, Residence |
Abrams Capital Partners II, L.P.
Abrams Capital, LLC
Abrams Capital Management, LLC
Abrams Capital Management, L.P.
Riva Capital Partners IV, L.P.
Riva Capital Management IV, LLC
Riva Capital Partners V, L.P.
Riva Capital Management V, LLC
David Abrams
c/o Abrams Capital Management, L.P.
222 Berkeley Street, 21st Floor
Boston, MA 02116
| (c) | Citizenship |
Abrams Capital Partners II, L.P. - Delaware
Abrams Capital, LLC - Delaware
Abrams Capital Management, LLC - Delaware
Abrams Capital Management, L.P. Delaware
Riva Capital Partners IV, L.P. - Delaware
Riva Capital Management IV, LLC Delaware
Riva Capital Partners V, L.P. - Delaware
Riva Capital Management V, LLC - Delaware
David Abrams - United States
| (d) | Title of Class of Securities |
Common stock, par value $0.01 per share
| (d) | CUSIP No.: |
53947R105
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | ||
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | ||
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | ||
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||
| (j) | ☐ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | ||
| (k) | ☐ | A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: | ||
If filing as a non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
| Item 4. | Ownership** |
The percentages herein are calculated based upon the statement in the Issuers quarterly report on Form 10-Q for the quarter ended June 30, 2024, as filed with the SEC on August 13, 2024, that there were 89,703,571 outstanding shares of common stock of the Issuer as of August 12, 2024.
| (a) | Amount beneficially owned |
Abrams Capital Partners II, L.P. - 13,107,239 shares
Abrams Capital, LLC - 15,452,747 shares
Abrams Capital Management, LLC - 38,434,378 shares
Abrams Capital Management, L.P. - 38,434,378 shares
Riva Capital Partners IV, L.P. - 13,825,798 shares
Riva Capital Management IV, LLC 13,825,798 shares
Riva Capital Partners V, L.P. - 8,422,144 shares
Riva Capital Management V, LLC - 8,422,144 shares
David Abrams - 38,434,378 shares
| (b) | Percent of class |
Abrams Capital Partners II, L.P. 14.6%
Abrams Capital, LLC 17.2%
Abrams Capital Management, LLC 42.8%
Abrams Capital Management, L.P. 42.8%
Riva Capital Partners IV, L.P. 15.4%
Riva Capital Management IV, LLC 15.4%
Riva Capital Partners V, L.P. 9.4%
Riva Capital Management V, LLC 9.4%
David Abrams - 42.8%
| (c) | Number of shares as to which the person has voting and dispositive power: |
| (i) | Sole power to vote or to direct the vote |
Abrams Capital Partners II, L.P. - 0 shares
Abrams Capital, LLC - 0 shares
Abrams Capital Management, LLC - 0 shares
Abrams Capital Management, L.P. - 0 shares
Riva Capital Partners IV, L.P. - 0 shares
Riva Capital Management IV, LLC 0 shares
Riva Capital Partners V, L.P. - 0 shares
Riva Capital Management V, LLC - 0 shares
David Abrams - 0 shares
| (ii) | Shared power to vote or to direct the vote |
Abrams Capital Partners II, L.P. - 13,107,239 shares
Abrams Capital, LLC - 15,452,747 shares
Abrams Capital Management, LLC - 38,434,378 shares
Abrams Capital Management, L.P. - 38,434,378 shares
Riva Capital Partners IV, L.P. - 13,825,798 shares
Riva Capital Management IV, LLC 13,825,798 shares
Riva Capital Partners V, L.P. - 8,422,144 shares
Riva Capital Management V, LLC - 8,422,144 shares
David Abrams - 38,434,378 shares
| (iii) | Sole power to dispose or to direct the disposition of |
Abrams Capital Partners II, L.P. - 0 shares
Abrams Capital, LLC - 0 shares
Abrams Capital Management, LLC - 0 shares
Abrams Capital Management, L.P. - 0 shares
Riva Capital Partners IV, L.P. - 0 shares
Riva Capital Management IV, LLC 0 shares
Riva Capital Partners V, L.P. - 0 shares
Riva Capital Management V, LLC - 0 shares
David Abrams - 0 shares
| (iv) | Shared power to dispose or to direct the disposition of |
Abrams Capital Partners II, L.P. 14.6%
Abrams Capital, LLC 17.2%
Abrams Capital Management, LLC 42.8%
Abrams Capital Management, L.P. 42.8%
Riva Capital Partners IV, L.P. 15.4%
Riva Capital Management IV, LLC 15.4%
Riva Capital Partners V, L.P. 9.4%
Riva Capital Management V, LLC 9.4%
David Abrams - 42.8%
| ** | Shares reported herein for Abrams Capital Partners II, L.P. (ACP II) represent shares beneficially owned by ACP II. Shares reported herein for Abrams Capital, LLC (Abrams Capital) represent shares beneficially owned by ACP II and other private investment funds for which Abrams Capital serves as general partner. Shares reported herein for Riva Capital Partners IV, L.P. (RCP IV) represent shares beneficially owned by RCP IV. Riva Capital Management IV, LLC (RCM IV) serves as the general partner of RCP IV and, therefore, shares reported herein for RCM IV represent shares beneficially owned by RCP IV. Shares reported herein for Riva Capital Partners V, L.P. (RCP V) represent shares beneficially owned by RCP V. Riva Capital Management V, LLC (RCM V) serves as the general partner of RCP V and, therefore, shares reported herein for RCM V represent shares beneficially owned by RCP V. Shares reported herein for Abrams Capital Management, L.P. (Abrams CM LP) and Abrams Capital Management, LLC (Abrams CM LLC) represent the above-referenced shares beneficially owned by ACP II, RCP IV, RCP V and shares beneficially owned by other private investment funds for which Abrams CM LP serves as investment manager. Abrams CM LLC is the general partner of Abrams CM LP. Shares reported herein for Mr. Abrams represent the above referenced shares reported for Abrams Capital, RCM IV, RCM V and Abrams CM LLC. Mr. Abrams is the managing member of Abrams Capital, RCM IV, RCM V and Abrams CM, LLC. |
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person |
Not Applicable
| Item 7. | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
Not Applicable
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
| Exhibits | Exhibit | |
| 99.1 | Joint Filing Agreement by and among the Reporting Persons. | |
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.
Date: November 8, 2024
| ABRAMS CAPITAL PARTNERS II, L.P. By: Abrams Capital, LLC Its General Partner |
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| By: | /s/ David Abrams |
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| Name: | David Abrams | |||
| Title: | Managing Member | |||
| ABRAMS CAPITAL, LLC | ||||
| By: | /s/ David Abrams |
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| Name: | David Abrams | |||
| Title: | Managing Member | |||
| ABRAMS CAPITAL MANAGEMENT, LLC | ||||
| By: | /s/ David Abrams |
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| Name: | David Abrams | |||
| Title: | Managing Member | |||
| ABRAMS CAPITAL MANAGEMENT, L.P. By: Abrams Capital Management, LLC Its General Partner |
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| By: | /s/ David Abrams |
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| Name: | David Abrams | |||
| Title: | Managing Member | |||
| RIVA CAPITAL PARTNERS IV, L.P. By: Riva Capital Management IV, LLC Its General Partner |
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| By: | /s/ David Abrams |
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| Name: | David Abrams | |||
| Title: | Managing Member | |||
| RIVA CAPITAL MANAGEMENT IV, LLC | ||||
| By: | /s/ David Abrams |
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| Name: | David Abrams | |||
| Title: | Managing Member | |||
| RIVA CAPITAL PARTNERS V, L.P. By: Riva Capital Management V, LLC Its General Partner |
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| By: | /s/ David Abrams |
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| Name: | David Abrams | |||
| Title: | Managing Member | |||
| RIVA CAPITAL MANAGEMENT V, LLC | ||||
| By: | /s/ David Abrams |
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| Name: | David Abrams | |||
| Title: | Managing Member | |||
| David Abrams | ||
| By: | /s/ David Abrams |
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| David Abrams | ||