OTLY.NASDAQOatly Group Ab

SCHEDULE 13G/A: Blackstone Entities Disclose 9.4% Stake in Oatly Group AB via Ordinary Shares and Convertible Notes

Sentiment:

Beneficial Ownership Disclosure


Blackstone-affiliated entities, including BXG Redhawk S.a r.l. and BXG SPV ESC (CYM) L.P., have filed an amended Schedule 13G disclosing a combined beneficial ownership of 9.4% of Oatly Group AB's ordinary shares as of March 31, 2025.

Capital raiseThe filing details ownership of 9.25% Convertible Senior PIK Notes due 2028, which represent a form of capital raised by Oatly Group AB.BXG Redhawk S.a r.l. holds $24,488,060.00 in these Convertible Notes.BXG SPV ESC (CYM) L.P. holds $233,372.00 in these Convertible Notes.These notes are convertible into ordinary shares at a conversion price of approximately $1.36 per ordinary share.The notes bear interest at 9.25% per annum, payable semi-annually in cash or payment-in-kind at the Issuer's option.

Summary

  • Blackstone-affiliated entities, including BXG Redhawk S.a r.l. and BXG SPV ESC (CYM) L.P., collectively beneficially own 57,955,706 ordinary shares of Oatly Group AB, representing 9.4% of the class.
  • This ownership includes both directly held ordinary shares and shares convertible from 9.25% Convertible Senior PIK Notes due 2028.
  • BXG Redhawk S.a r.l. beneficially owns 57,408,592 ordinary shares (9.3%), comprising 39,402,666 directly held shares and 18,005,926 shares convertible from $24,488,060.00 in Convertible Notes.
  • BXG SPV ESC (CYM) L.P. beneficially owns 547,113 ordinary shares (0.1%), comprising 375,516 directly held shares and 171,597 shares convertible from $233,372.00 in Convertible Notes.
  • The Convertible Notes are convertible at a rate of approximately 27.20 American Depositary Shares per $1.00 principal amount, equivalent to a conversion price of approximately $1.36 per ordinary share.
  • The total outstanding ordinary shares of Oatly Group AB used for percentage calculation was 598,559,840 as of February 25, 2025.
  • Stephen A. Schwarzman, as the founder and controller of Blackstone Group Management L.L.C., is deemed to beneficially own the aggregate 9.4% stake.

Sentiment

Score: 7

Explanation: The disclosure of a significant beneficial ownership stake by Blackstone, a prominent global investment firm, in Oatly Group AB is generally a positive signal, indicating a substantial long-term investment and potential confidence in the company's future. The holding of convertible notes also suggests a strategic investment with both income and equity upside potential.

Positives

  • Significant investment by a major global investment firm like Blackstone indicates confidence in Oatly Group AB's long-term prospects.
  • The holding of convertible notes provides a potential upside for Blackstone if Oatly's share price increases, while also offering a fixed income component.

Risks

  • The document does not explicitly list risks for Oatly Group AB. The primary risk related to this filing is the potential for dilution if the convertible notes are fully converted, though this is already factored into the reported beneficial ownership percentage.

Future Outlook

NA

Industry Context

This filing is a disclosure of beneficial ownership by a major investment firm in a publicly traded company within the plant-based food and beverage industry, specifically Oatly Group AB, known for its oat milk products. While the filing itself doesn't provide industry analysis, Blackstone's significant stake suggests continued investor interest in the growth potential of the alternative dairy sector.

Related Party Transactions

  • The filing details the complex ownership structure through which Blackstone Inc. and its affiliates, ultimately controlled by Stephen A. Schwarzman, beneficially own shares in Oatly Group AB.
  • This includes direct holdings and convertible notes held by various Blackstone-managed funds and entities.

Stakeholder Impact

  • Shareholders: The disclosure of a major institutional investor like Blackstone holding a significant stake (9.4%) could be seen as a positive endorsement, potentially increasing investor confidence and attracting further institutional interest.
  • Company Management: The presence of a large, influential investor like Blackstone may lead to increased scrutiny or strategic alignment discussions, though this filing itself doesn't indicate any direct influence.
  • Creditors: The existence of convertible notes as part of the capital structure is relevant for creditors, as it represents a form of debt that can convert to equity.

Key Dates

DateDescription
2023-03-23Date of Indenture Agreement for 9.25% Convertible Senior PIK Notes due 2028.
2023-04-20Date Issuer's Form 20-F, including Exhibit 4.7 (Indenture Agreement), was filed with the SEC.
2025-02-25Date as of which 598,559,840 Ordinary Shares of Oatly Group AB were outstanding, as per Form F-3.
2025-03-25Date Issuer's Form F-3 was filed with the Securities and Exchange Commission.
2025-03-31Date of event which requires filing of this statement (beneficial ownership calculation date).
2025-05-08Date of signing of the Schedule 13G Amendment No. 3.
2028Maturity year for 9.25% Convertible Senior PIK Notes.

Keywords

Oatly Group AB, Blackstone, BXG Redhawk S.a r.l., BXG SPV ESC (CYM) L.P., Schedule 13G, Beneficial Ownership, Convertible Notes, Plant-based food, Oat milk, SEC filing, Investment, Equity stake

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