SCHEDULE 13D/A: FountainVest Affiliates Divest 35 Million Amer Sports Shares in Secondary Offering, Triggering 60-Day Lock-Up

FountainVest-controlled entities, Baseball Investment Limited and Baseball Investment II Limited, have amended their Schedule 13D filing to disclose the sale of 35 million Amer Sports ordinary shares in a secondary offering and subsequent lock-up agreement.

Summary

• This document is Amendment No. 2 to the Schedule 13D filing for Amer Sports, Inc., originally filed on February 15, 2024, and amended on December 20, 2024.
• The Reporting Persons are Baseball Investment Limited ("Baseball I"), Baseball Investment II Limited ("Baseball II"), and FountainVest China Capital Partners GP3 Ltd. ("FountainVest GP").
• On May 28, 2025, Baseball I entered into an Underwriting Agreement with Goldman Sachs & Co. LLC and BofA Securities, Inc. to sell 35,000,000 Ordinary Shares in a secondary offering.
• The May 2025 Offering was closed on May 30, 2025.
• In connection with the offering, Baseball I and Baseball II entered into 60-day lock-up agreements, restricting them from selling, hedging, or otherwise disposing of Lock-Up Securities without the underwriters' prior written consent.
• As of this filing, the aggregate beneficial ownership by the Reporting Persons is 34,099,348 Ordinary Shares, representing 6.1% of the class.
• Baseball I beneficially owns 26,407,041 shares, representing 4.8% of the class.
• Baseball II beneficially owns 7,692,307 shares, representing 1.4% of the class.
• The percentage of ownership is calculated based on 554,571,446 Ordinary Shares outstanding as of March 31, 2025.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of a completed transaction and associated agreements. While a large share sale can have market implications, the filing itself is a standard regulatory update without explicit positive or negative operational news from the company.

Positives

• The secondary offering of 35 million shares by Baseball I may increase the public float and liquidity of Amer Sports' ordinary shares.

Negatives

• A significant reduction in ownership by a major investor (Baseball I) could be perceived negatively by the market, potentially signaling a lack of long-term conviction or a strategic exit.

Risks

• Upon the expiration of the 60-day lock-up period, Baseball I and Baseball II may be free to sell additional shares, which could lead to further supply in the market and potential downward pressure on the share price.

Future Outlook

Baseball Investment Limited and Baseball Investment II Limited are subject to a 60-day lock-up period following the May 2025 Offering, during which they are restricted from further sales or hedging transactions involving Amer Sports shares without the underwriters' consent.

Industry Context

This filing reflects a common practice for private equity investors, such as FountainVest, to monetize their stakes in portfolio companies following an IPO or a period of investment, which is a standard part of the investment lifecycle in the financial industry.

Related Party Transactions

• Baseball Investment Limited, a reporting person and affiliate of FountainVest, sold 35,000,000 Ordinary Shares of Amer Sports, Inc. (the Issuer) in a secondary offering.

Stakeholder Impact

• Shareholders: The secondary offering increases the public float, potentially improving liquidity. However, a large sale by a significant investor could lead to short-term price volatility or negative sentiment.
• Company (Amer Sports, Inc.): The company itself did not receive proceeds from this secondary offering, as it was a sale by an existing shareholder. However, it benefits from increased liquidity in its shares.

Next Steps

• The 60-day lock-up period for Baseball I and Baseball II will expire, after which they will be free to engage in further transactions involving Amer Sports shares, subject to market conditions and regulatory requirements.

Key Dates

Keywords

Amer Sports, SEC filing, Schedule 13D, secondary offering, share sale, FountainVest, Baseball Investment, lock-up agreement, beneficial ownership, equity, investment management